35-2-530. Notice of meeting. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

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Terms Used In Montana Code 35-2-530

  • Approved by the members: means approved and ratified by the affirmative vote:

    (a)of a majority of the votes represented and voting:

    (i)at a meeting at which a quorum is present and the affirmative votes constitute a majority of the required quorum;

    (ii)by a written ballot or written consent in conformity with this chapter; or

    (iii)by the affirmative vote, written ballot, or written consent of the majority; and

    (b)that includes the votes of all the members of any class, unit, or grouping that may be required by the articles, bylaws, or this chapter for any specified member action. 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
  • in writing: means :

    (a)with respect to internal communications, any record in tangible or electronic form or any form allowed under Title 30, chapter 18, part 1; and

    (b)with respect to external communications, tangible records or any form authorized by the external party. See Montana Code 35-2-114

  • Member: means , without regard to what a person is called in the articles or bylaws, a person or persons who, on more than one occasion and pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. 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
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Montana Code 35-2-114
  • Record date: means the date established under part 5 on which a corporation determines the identity of its members for the purposes of this chapter. See Montana Code 35-2-114
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under 35-2-439(2) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. See Montana Code 35-2-114

(2)Any notice that conforms to the requirements of subsection (3) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (3)(b) must be given as specified in subsection (3).

(3)Notice is fair and reasonable if:

(a)the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members not less than 10 days before the meeting date or, if notice is mailed by certified mail, not less than 30 or more than 60 days before the meeting date;

(b)notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under 35-2-223, 35-2-230, 35-2-418, 35-2-452, 35-2-611, 35-2-617, 35-2-720, or 35-2-721; and

(c)notice of a special meeting includes a description of the matter or matters for which the meeting is called.

(4)Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under 35-2-532, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.

(5)When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:

(a)requested in writing to do so by a person entitled to call a special meeting; and

(b)the request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting.