Terms Used In Montana Code > Title 35 > Chapter 2 - Nonprofit Corporations

• 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.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• 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.
• Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
• 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
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• 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
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• 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.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• 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

• 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
• Domestic corporation: means a corporation. See Montana Code 35-2-114
• Donor: The person who makes a gift.
• Effective date of notice: has the meaning provided in 35-2-115(5). 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
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• 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}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Executor: A male person named in a will to carry out the decedent
• 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
• 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.
• Fiduciary: A trustee, executor, or administrator.
• filing: means filed in the office of the secretary of state. See Montana Code 35-2-114
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• 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.
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• 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

• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• 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.
• Law clerk: Assist judges with research and drafting of opinions.
• 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.
• Lien: A claim against real or personal property in satisfaction of a debt.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• 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
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• Notice: means that term as described in 35-2-115. See Montana Code 35-2-114
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Person: includes any individual or entity. See Montana Code 35-2-114
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• 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
• Proxy voting: The practice of allowing a legislator to cast a vote in committee for an absent legislator.
• 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
• Record date: means the date established under part 5 on which a corporation determines the identity of its members for the purposes of this chapter. 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
• Remote communication: includes communication made by conference telephone call, internet, electronic, remote technology, or similar communication through which all participants in the meeting have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. 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
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• 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

• Statute: A law passed by a legislature.
• 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
• 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
• Usual: means according to usage. See Montana Code 1-1-206
• Venue: The geographical location in which a case is tried.
• 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