Montana Code 35-2-610. Action on plan by board, members, and third persons
35-2-610. Action on plan by board, members, and third persons. (1) Unless this chapter, the articles, the bylaws, or the board of directors or members, acting pursuant to subsection (3), require a greater vote or voting by class to be adopted, a plan of merger must be approved:
Terms Used In Montana Code 35-2-610
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- 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
- 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
- Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer. 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
- 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
- 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
- Third persons: means all persons who are not parties to the obligation or transaction concerning which the phrase is used. See Montana Code 1-1-206
- 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
- Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made. See Montana Code 35-2-114
- Writing: includes printing. See Montana Code 1-1-203
(a)by the board;
(b)by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(c)in writing by any person or persons whose approval is required by a provision of the articles, as authorized by 35-2-232, for an amendment to the articles or bylaws.
(2)If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice, in accordance with 35-2-429(3), of any directors’ meeting at which approval is to be obtained. The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed merger.
(3)The board may condition its submission of the proposed merger and the members may condition their approval of the merger on receipt of a higher percentage of affirmative votes or on any other basis.
(4)If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with 35-2-530. The notice must state that the purpose or one of the purposes of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.
(5)If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.
(6)Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under 35-2-224 or 35-2-231. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(7)After a merger is adopted and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if no procedure is set forth, in the manner determined by the board of directors.