Montana Code 35-2-533. Action by written ballot
35-2-533. Action by written ballot. (1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
Terms Used In Montana Code 35-2-533
- articles: include amended and restated articles of incorporation and articles of merger. 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
- 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
- Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. 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
- Notice: means that term as described in 35-2-115. See Montana Code 35-2-114
- Quorum: The number of legislators that must be present to do business.
(2)A corporation may deliver a written ballot by electronic communication as long as a member gives consent. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.
(3)A written ballot must:
(a)set forth each proposed action; and
(b)provide an opportunity to vote for or against each proposed action.
(4)Approval by written ballot pursuant to this section is valid only when:
(a)the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and
(b)the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(5)All solicitations for votes by written ballot must:
(a)indicate the number of responses needed to meet the quorum requirements;
(b)state the percentage of approvals necessary to approve each matter other than election of directors; and
(c)specify the time by which a ballot must be received by the corporation in order to be counted.
(6)Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.