Terms Used In Montana Code > Title 35 > Chapter 2 > Part 6 - Merger, Consolidation, and Sale of Assets

• 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
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Bequest: Property gifted by will.
• 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
• Devise: To gift property by will.
• 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

• 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

• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• 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
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• 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
• 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
• 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
• Person: includes any individual or entity. 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
• 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
• Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. ^{Source: FDIC}
• 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
• 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
• subscription: includes the mark of a person who cannot write if the person's name is written near the mark by another person who also signs that person's own name as a witness. See Montana Code 1-1-203
• 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
• Usual: means according to usage. 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