35-2-414. Requirement for and duties of board. (1) Each corporation must have a board of directors.

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Terms Used In Montana Code 35-2-414

  • articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
  • board of directors: means the board of directors except that a person or group of persons is not the board of directors because of powers delegated to that person or group pursuant to 35-2-414. 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
  • Directors: means individuals:

    (a)designated in the articles or bylaws or elected by the incorporators and their successors; and

    (b)elected or appointed by any other name or title to act as members of the board. See Montana Code 35-2-114

  • Person: includes any individual or entity. See Montana Code 35-2-114

(2)Except as provided in this chapter or subsection (3), all corporate powers are exercised by or under the authority of the board, and the affairs of the corporation managed under the direction of its board.

(3)The articles may authorize a person or persons to exercise some or all of the powers that would otherwise be exercised by a board. To the extent authorized, a person authorized under this subsection has the duties and responsibilities of the directors and the directors must be relieved from the duties and responsibilities to that extent.