Corporate Board Meeting and Written-Consent Requirements in Montana

At a glance

Requirements one by one

Montana Code Annotated § 35-14-101 names the governing act. Montana Code Annotated § 35-14-801 ordinarily requires a board and puts corporate powers, management, direction, and oversight under it, while § 35-14-803 requires one or more directors. The statute, the articles, and the authorized shareholder-agreement exception can alter that baseline.

Meetings, notice, waiver, and emergencies

Montana Code Annotated § 35-14-206 permits bylaws consistent with law and the articles. Section 35-14-820 permits regular and special board meetings inside or outside Montana. Under § 35-14-822, regular meetings default to no notice, while special meetings default to at least two days' notice stating the date, time, and place. Purpose is unnecessary unless the articles or bylaws require it.

Under § 35-14-823, a director may sign a written waiver before or after the stated meeting time and deliver it to the corporation for filing with the minutes or records. Attendance also waives notice unless the director timely objects and does not then vote for or assent to the action. Montana Code Annotated § 35-14-207 separately permits emergency bylaws to address meeting calls, quorum, and additional or substitute directors when a catastrophe means a quorum cannot readily assemble.

Real-time remote participation counts as presence

Unless the articles or bylaws restrict it, § 35-14-820 permits any or all directors to join through a communications method by which all participants can hear one another simultaneously. Qualifying participation counts as presence in person. That real-time route is distinct from signed consent.

Quorum follows the specified or fixed board size

Montana Code Annotated § 35-14-824 measures default quorum by a majority of the number specified or fixed under the articles or bylaws. Those documents may require a greater or smaller quorum, but not below one-third of that specified or fixed number. Quorum must exist when the vote is taken, and a majority of directors present ordinarily acts.

Presence implies assent unless the director timely objects to the meeting, puts dissent or abstention in the minutes, or delivers written dissent or abstention to the presiding officer before adjournment or to the corporation immediately afterward. A director who votes in favor cannot use that dissent route.

Unanimous consent requires delivery

Montana Code Annotated § 35-14-821 permits no-meeting action unless the articles or bylaws require a meeting. Every director must sign a consent describing the action and deliver it to the corporation. The action becomes the board's act when all unrevoked signed consents are delivered. A consent may specify a later effective time, and a director may withdraw by signed revocation delivered before all unrevoked consents arrive.

A committee may have one member

Montana Code Annotated § 35-14-825 permits one-or-more-director committees. Creation and appointments need the greater of a majority of all directors then in office or the governing-document number required for board action. The meeting, consent, notice, waiver, quorum, vote, and dissent rules apply to the committee too.

A committee cannot exceed board-set distribution limits, approve or propose shareholder-required action, fill listed vacancies, adopt, amend, or repeal bylaws, approve a merger plan, or exercise the listed share powers beyond the statute's board-set exceptions. The board may appoint alternate directors, and the governing documents or committee resolution may authorize the narrow unanimous substitute-member route.

A director may require meeting minutes

Montana Code Annotated § 35-14-820 requires minutes of a regular or special meeting to be prepared and distributed to every director if one director asks. Section 35-14-1601 separately requires the corporation to maintain minutes and records of actions without a meeting for the board and its committees so that the records can be made available for inspection within a reasonable time.

What trips people up

Vacancies do not rewrite the stated quorum denominator

Section 35-14-824 measures quorum from the number specified or fixed under the articles or bylaws. A person should not silently substitute only the directors currently serving without checking the corporation's current governing documents and any separate vacancy rule.

Common questions

Can one director serve alone on a Montana board committee?

Yes, if the committee was validly established and the governing rules do not provide otherwise. Section 35-14-825 permits a committee composed exclusively of one or more directors, but delegation remains subject to its listed limits.

Does valid board procedure approve every underlying transaction?

No. A merger, charter amendment, distribution, share issuance, conflict transaction, financing, asset sale, or dissolution may carry separate statutory, contractual, shareholder, filing, or fiduciary requirements.

Statutes and sources

• Montana Code Annotated §§ 35-14-101, -206 to -207, and -801 to -803 — governing act, bylaws, emergency bylaws, board authority, and board size; official Montana Code (accessed August 16, 2026).
• Montana Code Annotated §§ 35-14-820 to -825 — meetings, remote participation, consent, notice, waiver, quorum, voting, dissent, and committees; official Montana Code (accessed August 16, 2026).
• Montana Code Annotated § 35-14-1601 — corporate records; official Montana Code (accessed August 16, 2026).