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Montana's Electronic Voting and Virtual Meeting Statutes

Electronic Voting Statute

TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS CHAPTER 2. NONPROFIT CORPORATIONS Part 5. Members -- Delegates – Voting 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.

(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:

  1. set forth each proposed action; and
  2. provide an opportunity to vote for or against each proposed action.

(4) Approval by written ballot pursuant to this section is valid only when:

  1. the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and
  2. 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:

  1. indicate the number of responses needed to meet the quorum requirements;
  2. state the percentage of approvals necessary to approve each matter other than election of directors; and
  3. 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.

SECTION 3-110. VOTING; PROXIES; BALLOTS.

(a) Unless prohibited or limited by the declaration or bylaws, unit owners may vote at a meeting in person, by absentee ballot pursuant to subsection (b)(4), by a proxy pursuant to subsection (c) or, when a vote is conducted without a meeting, by electronic or paper ballot pursuant to subsection (d).

Virtual Meeting Statute

Montana commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association's articles of incorporation, charter, or bylaws. The Montana Nonprofit Corporation Act governs nonprofit corporations about corporate structure and procedure in Montana. If a condominium or homeowners' association is organized as a nonprofit corporation, as is the case with most Montana associations, it will be governed by the Act. Contact your association's attorney to see what your community's options are for virtual meetings based upon your governing documents.

Applicable Statute: Nonprofit Corporation Act

Montana Code Annotated 2019 TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS CHAPTER 2. NONPROFIT CORPORATIONS Part 4. Directors and Officers – Indemnification

35-2-427. Regular and special meetings. (1) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

(2) A board of directors may hold regular or special meetings in the state or out of the state.

(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by or to conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

History: En. Sec. 85, Ch. 411, L. 1991.

Montana Code Annotated 2019 TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS CHAPTER 2. NONPROFIT CORPORATIONS Part 2. Formation -- Articles of Incorporation Bylaws – Amendments Emergency Bylaws And Powers 35-2-218. Emergency bylaws and powers.

35-2-218. Emergency bylaws and powers. (1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as defined in subsection (4). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

(a) how to call a meeting of the board;

(b) quorum requirements for the meeting; and

(c) designation of additional or substitute directors.

(2) All provisions of the regular bylaws consistent with the emergency bylaws remain in effect during the emergency. The emergency bylaws are not in effect after the emergency ends.

(3) Corporate action taken in good faith in accordance with the emergency bylaws:

(a) binds the corporation; and

(b) may not be used to impose liability on a corporate director, officer, employee, or agent.

(4) For purposes of this section, an emergency exists if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

History: En. Sec. 27, Ch. 411, L. 1991.