35-2-906. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by 35-2-433(4).

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Terms Used In Montana Code 35-2-906

  • 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

  • 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
  • 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
  • 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
  • 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
  • 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

(2)A corporation shall maintain appropriate accounting records.

(3)A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(4)A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5)A corporation shall keep a copy of the following records at its principal office or a location from which the records may be recovered within 2 business days:

(a)its articles or restated articles of incorporation and all amendments to them currently in effect;

(b)its bylaws or restated bylaws and all amendments to them currently in effect;

(c)resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(d)the minutes of all meetings of members and the records of all actions approved by the members for the past 3 years;

(e)the financial statements available to members for the past 3 years under 35-2-911;

(f)a list of the names and business or home addresses of its current directors and officers; and

(g)its most recent annual report delivered to the secretary of state under 35-2-904.