Montana Code 35-2-520. Termination, expulsion, and suspension
35-2-520. Termination, expulsion, and suspension. (1) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended and membership in these corporations may not be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
Terms Used In Montana Code 35-2-520
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Authenticated electronic identification: includes any e-mail address or other electronic identification designated by a user, including a corporation, for electronic communications. 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
- 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
- Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Montana Code 35-2-114
- 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
- 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
- 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
- Proceeding: includes a civil suit and a criminal, administrative, and investigatory action. See Montana Code 35-2-114
(2)A procedure is fair and reasonable when either:
(a)the articles or bylaws set forth a procedure that provides:
(i)not less than 15 days’ prior written notice of the expulsion, suspension, or termination and the reasons for it; and
(ii)an opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or
(b)it takes into consideration all relevant facts and circumstances.
(3)(a) Except as provided in subsection (3)(b), a written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation’s records.
(b)Written notice may be given to any authenticated electronic identification as shown on the corporation’s records.
(4)A proceeding that challenges an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within 1 year after the effective date of the expulsion, suspension, or termination.
(5)A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to the expulsion or suspension.