Corporate Director Removal and Board-Vacancy Requirements in Montana

At a glance

Requirements one by one

Mont. Code Ann. § 35-14-101 identifies the Montana Business Corporation Act. Mont. Code Ann. § 35-14-140 limits the ordinary answer to a domestic for-profit corporation.

Removal ordinarily uses a votes-cast comparison

Mont. Code Ann. § 35-14-808(1) permits shareholders to remove one or more directors with or without cause unless the articles make removal cause-only. Only the voting group that elected a director may participate in removing that director.

Ordinarily, votes cast to remove must exceed votes cast not to remove. The articles or bylaws may require a greater number. If cumulative voting is authorized, election-sufficient opposition protects the director. Mont. Code Ann. § 35-14-728 makes cumulative voting articles-dependent, and classification under Mont. Code Ann. § 35-14-806 does not itself add a cause rule.

A qualifying Mont. Code Ann. § 35-14-732 shareholder agreement may establish a different manner of director removal if approved or signed by all shareholders as that section requires.

The removal section conflicts with itself on consent

Mont. Code Ann. § 35-14-808(4) says a shareholder may remove a director only at a meeting called for removal and whose notice states removal. Subsection (3), however, expressly protects a cumulative-voting director when action is taken by less-than-unanimous written consent unless holders of election-sufficient votes consent.

Mont. Code Ann. § 35-14-704 supplies a general unanimous-consent route and lets the articles authorize meeting-equivalent nonunanimous consent. The specific removal text therefore points in both directions. This page preserves the conflict; it does not assume that subsection (3) overrides subsection (4) or the reverse.

For a meeting, Mont. Code Ann. § 35-14-702 permits the board or an articles- or bylaw-authorized caller to call a special meeting. Holders of ten percent of votes on the proposed issue also may demand it by default, although the articles may set a lower percentage or one as high as twenty-five percent. Mont. Code Ann. § 35-14-705 requires ten-to-sixty-day notice. The removal provisions state no director statement or hearing right and no separate delayed-effective rule.

Montana separates misconduct removal from office review

Under Mont. Code Ann. § 35-14-809, the district court may remove a director or order other relief in a proceeding commenced by or in the right of the corporation. It must find fraudulent conduct toward the corporation or shareholders, gross abuse of the director position, or intentional harm to the corporation. Considering the course of conduct and inadequacy of other remedies, it also must find removal or other relief in the corporation's best interests. The court may bar reelection.

Mont. Code Ann. § 35-14-749 provides a separate expedited proceeding to determine removal or resignation validity and the right to office. It can grant injunctive and other equitable relief. The Act states no ordinary board-removal or automatic-disqualification route.

Resignation timing follows the general notice rules

Mont. Code Ann. § 35-14-807 requires written notice to the board, its chair, or the secretary. Mont. Code Ann. § 35-14-141(9) supplies the applicable notice- effectiveness rules unless the resignation delays effectiveness, including by one or more future events. A resignation conditioned on failure to receive a specified election vote may state that it is irrevocable. The section states no general acceptance or withdrawal rule.

Shareholders and directors may fill the vacancy

Unless the articles provide otherwise, Mont. Code Ann. § 35-14-810 authorizes the shareholders or board to fill a vacancy, including a newly created seat. If the remaining directors are below quorum, an affirmative majority of all remaining directors may fill it.

For a voting-group seat, the group holders exclusively act when shareholders fill the seat, and the remaining directors elected by that group exclusively act when directors fill it, even below quorum. A vacancy occurring at a specific later date may be filled early, but the successor does not take office until it occurs. If no directors remain, shareholders are still an express filler, and qualifying holders may demand a special meeting under § 35-14-702.

Bylaws can choose between two replacement terms

Mont. Code Ann. § 35-14-805(4) ordinarily ends a vacancy replacement's term at the next shareholder meeting where directors are elected. The bylaws may instead give the replacement the predecessor's unexpired term.

Mont. Code Ann. § 35-14-1022 supplies another private-company branch. When its conditions and noncontested-election limit are satisfied, a for-or-against bylaw ends an elected nominee's term at the earlier of board selection of a replacement or ninety days after vote results are determined. Board selection is treated as a vacancy fill under § 35-14-810.

What trips people up

The meeting-versus-consent conflict is in the same section. Corporate counsel should not infer a clean consent route merely from the general consent statute or ignore subsection (3)'s express consent language merely because subsection (4) says meeting-only.

Bylaws can affect three different points: they may require a greater removal vote, select an unexpired-term replacement, or adopt the qualifying vote-against system. Those are distinct choices with distinct statutory limits.

Common questions

Can Montana shareholders remove a director without cause?

Ordinarily yes. Section 35-14-808 permits removal with or without cause unless the articles require cause.

Can removal occur by written consent?

The statute conflicts. Section 35-14-808(4) says removal is only at a meeting, while subsection (3) expressly addresses less-than-unanimous removal consent. That conflict should be resolved for the particular corporation before relying on consent.

May the remaining directors fill a vacancy without a quorum?

Yes, unless the articles provide otherwise. Section 35-14-810 permits an affirmative majority of all remaining directors to fill it.

How long does a replacement serve?

The default is until the next shareholder meeting where directors are elected, but section 35-14-805 allows the bylaws to give the predecessor's unexpired term.

Statutes and sources

• Mont. Code Ann. §§ 35-14-101, -140 to -141. The official text supplies the Act name, domestic-corporation definition, and notice-effectiveness rules quoted in the source record. Official MCA 2025 (accessed August 25, 2026).
• Mont. Code Ann. §§ 35-14-702, -704 to -705, -728, -732, and -749. The official text supplies meeting, consent, cumulative-voting, shareholder- agreement, and office-review rules quoted in the source record. Official MCA 2025 (accessed August 25, 2026).
• Mont. Code Ann. §§ 35-14-805 to -810. The official text supplies the term, resignation, removal, and vacancy rules quoted in the source record. Official MCA 2025 (accessed August 25, 2026).
• Mont. Code Ann. § 35-14-1022. The official text supplies the qualifying vote-against bylaw and board-filled-vacancy route quoted in the source record. Official MCA 2025 (accessed August 25, 2026).