Montana Code 35-2-213. Articles of incorporation
35-2-213. Articles of incorporation. (1) The articles of incorporation must set forth:
Terms Used In Montana Code 35-2-213
- 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.
- 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
- Distribution: means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. See Montana Code 35-2-114
- Mutual benefit corporation: means a domestic corporation designated as a mutual benefit corporation. See Montana Code 35-2-114
- Public benefit corporation: means a domestic corporation designated as a public benefit corporation. See Montana Code 35-2-114
- Religious corporation: means a domestic corporation designated as a religious corporation. See Montana Code 35-2-114
(a)a corporate name for the corporation that satisfies the requirements of 35-2-305;
(b)a statement that:
(i)the corporation is a public benefit corporation;
(ii)the corporation is a mutual benefit corporation; or
(iii)the corporation is a religious corporation;
(c)the information required by 35-7-105(1);
(d)the name and business mailing address of each incorporator;
(e)whether or not the corporation will have members; and
(f)provisions consistent with law regarding the distribution of assets on dissolution.
(2)The articles of incorporation may set forth:
(a)the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(b)the names and business mailing addresses of the individuals who are to serve as the initial directors;
(c)provisions consistent with law regarding:
(i)managing and regulating the affairs of the corporation;
(ii)defining, limiting, and regulating the powers of the corporation, its board of directors, its members, or any class of members; and
(iii)the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
(d)any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(e)provisions eliminating or limiting the personal liability of a director to the corporation or members of the corporation for monetary damages for breach of a director’s duties to the corporation and its members, provided that the provision may not eliminate or limit the liability of a director:
(i)for a breach of the director’s duty of loyalty to the corporation or its members;
(ii)for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(iii)for a transaction from which a director derived an improper personal economic benefit; or
(iv)under 35-2-418, 35-2-435, or 35-2-436.
(3)A provision referred to in subsection (2)(e) may not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(4)Each incorporator and director named in the articles shall sign the articles.
(5)The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.