Terms Used In Montana Code > Title 35 > Chapter 2 > Part 1 - General

• 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.
• articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Delegates: means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Montana Code 35-2-114
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission, except that delivery to the secretary of state means actual receipt in a manner authorized by the secretary of state. 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

• Domestic corporation: means a corporation. See Montana Code 35-2-114
• Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Montana Code 35-2-114
• Entity: includes :

  (a)a corporation and foreign corporation;

  (b)a business corporation and foreign business corporation;

  (c)a profit and nonprofit unincorporated association;

  (d)a corporation sole;

  (e)a business trust, an estate, a partnership, a trust, and two or more persons having a joint or common economic interest; and

  (f)a state, the United States, and a foreign government. See Montana Code 35-2-114

• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• External communications: includes any communication with the secretary of state, the attorney general, a state, or the United States. See Montana Code 35-2-114
• Fiduciary: A trustee, executor, or administrator.
• filing: means filed in the office of the secretary of state. See Montana Code 35-2-114
• Foreign corporation: means a corporation that is organized under a law other than the law of this state, including the laws of a federally recognized Indian tribe, and that would be a nonprofit corporation if formed under the laws of this state. See Montana Code 35-2-114
• Fraud: Intentional deception resulting in injury to another.
• 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

• Individual: includes the estate of an incompetent individual. See Montana Code 35-2-114
• Internal communications: includes any notice, vote, written consent, written ballot, demand, record, member list, corporate record, or any other communication between members, directors, delegates, proxies, third persons under 35-2-232, or the corporate secretary. See Montana Code 35-2-114
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• 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
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Mutual benefit corporation: means a domestic corporation designated as a mutual benefit corporation. See Montana Code 35-2-114
• Notice: means that term as described in 35-2-115. See Montana Code 35-2-114
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: includes any individual or entity. See Montana Code 35-2-114
• Personal property: All property that is not real property.
• Personal property: means money, goods, chattels, things in action, and evidences of debt. See Montana Code 1-1-205
• presence: includes any form of electronic, virtual, or digital presence authorized by a corporation's articles or bylaws. See Montana Code 35-2-114
• Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
• 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
• Printing: means the act of reproducing a design on a surface by any process. See Montana Code 1-1-203
• Proceeding: includes a civil suit and a criminal, administrative, and investigatory action. See Montana Code 35-2-114
• Process: means a writ or summons issued in the course of judicial proceedings. See Montana Code 1-1-202
• Property: means real and personal property. See Montana Code 1-1-205
• Public benefit corporation: means a domestic corporation designated as a public benefit corporation. See Montana Code 35-2-114
• Quorum: The number of legislators that must be present to do business.
• 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
• Religious corporation: means a domestic corporation designated as a religious corporation. 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
• signed: means , with present intent to authenticate or adopt a record:

  (a)to execute or adopt a tangible symbol; or

  (b)to attach to or logically associate with the record an electronic sound, symbol, or process. 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
• Statute: A law passed by a legislature.
• 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
• Trustee: A person or institution holding and administering property in trust.
• United States: includes a district, an authority, a bureau, a commission, a department, and any other agency of the United States. See Montana Code 35-2-114
• 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