Montana Code 35-2-419. Terms of directors generally — staggered terms
35-2-419. Terms of directors generally — staggered terms. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed 5 years. In the absence of any term specified in the articles or bylaws, the term of each director is 1 year. Directors may be elected for successive terms.
Terms Used In Montana Code 35-2-419
- 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
- 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
(2)A decrease in the number of directors or term of office does not shorten an incumbent director’s term.
(3)Except as provided in the articles or bylaws:
(a)the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(b)the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(4)Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed and qualifies or until there is a decrease in the number of directors.
(5)The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the groups need not be uniform.