Montana Code 35-2-526. Annual and regular meetings
35-2-526. Annual and regular meetings. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
Terms Used In Montana Code 35-2-526
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Bylaws: means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated. See Montana Code 35-2-114
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter. See Montana Code 35-2-114
- Notice: means that term as described in 35-2-115. See Montana Code 35-2-114
- Person: includes any individual or entity. See Montana Code 35-2-114
- presence: includes any form of electronic, virtual, or digital presence authorized by a corporation's articles or bylaws. See Montana Code 35-2-114
- Principal office: means the office, in the state or out of the state, that is designated in the annual report filed pursuant to 35-2-904 as the place where the principal office of a domestic or foreign corporation is located. See Montana Code 35-2-114
- Remote communication: includes communication made by conference telephone call, internet, electronic, remote technology, or similar communication through which all participants in the meeting have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. See Montana Code 35-2-114
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
- voting: includes but is not limited to the giving of consent in the form of a record provided electronically or by written ballot and written consent. See Montana Code 35-2-114
(2)A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(3)Annual and regular membership meetings may be held in the state or out of the state, at the place stated in or fixed in accordance with the bylaws. If a place is not stated in or fixed in accordance with the bylaws, annual and regular meetings must be held at the corporation’s principal office. Except as provided in 35-2-525, to the extent authorized in the articles or bylaws, the board may determine that an annual meeting of members will be held solely by means of remote communication.
(4)At the annual meeting:
(a)the president and chief financial officer shall report on the activities and financial condition of the corporation; and
(b)the members shall consider and act upon other matters that are raised consistent with the notice and voting requirements of 35-2-530 and 35-2-538(2).
(5)At regular meetings, the members shall consider and act upon matters raised consistent with the notice and voting requirements of 35-2-530 and 35-2-538(2).
(6)The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
(7)Except as provided in 35-2-525, if permitted by the bylaws, members may participate in a meeting of the members by means of a conference telephone call or similar remote communication. Unless otherwise provided in the articles or bylaws, participation in this manner constitutes presence in person at a meeting.