Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements in Montana

At a glance

Requirements one by one

Annual and special meetings

Mont. Code Ann. § 35-14-701 makes the annual meeting the default director- election route, unless directors are elected by consent under Mont. Code Ann. § 35-14-704. The bylaws fix its time and ordinarily its place. Missing that time does not invalidate other corporate action, but Mont. Code Ann. § 35-14-703 lets a qualifying shareholder seek a court-ordered meeting after the earlier of six months after the fiscal year ends or 15 months after the last annual meeting.

A special meeting under Mont. Code Ann. § 35-14-702 begins with a board call, an articles- or bylaws-authorized caller, or signed and dated demands describing the purpose. The ordinary shareholder threshold is 10% of the votes entitled on the proposed issue. The articles may move that percentage down or up, but not above 25%. Demands must reach the required percentage within the statute's 60-day collection period. Mont. Code Ann. § 35-14-703 supplies the court route when notice is not given within 30 days after sufficient demands arrive or the meeting is not held as noticed.

Notice, record dates, lists, and remote access

Mont. Code Ann. § 35-14-705 requires meeting notice no fewer than 10 and no more than 60 days before the meeting. It must identify the date, time, place if any, authorized remote means, and a separate voting record date if the board used one. Mont. Code Ann. § 35-14-141 permits electronic delivery with the recipient's consent or the section's special written-consent route. A signed waiver works before or after the meeting; under Mont. Code Ann. § 35-14-706, attendance also waives a defect unless the shareholder objects at the statutory time.

The bylaws or board fix record dates under Mont. Code Ann. § 35-14-707. A fixed date cannot be retroactive or more than 70 days before the meeting or action. The same date ordinarily controls notice and voting, although the board may fix a later voting date when the bylaws do not prohibit it. A meeting adjourned more than 120 days from the original date requires a new board-fixed record date.

Mont. Code Ann. § 35-14-720 requires an arranged list showing each listed holder's address and shares. Inspection begins two business days after notice and continues through the meeting. For a remote-only meeting, the list must remain open on a reasonably accessible electronic network during the meeting, with access information included in the notice. A court may order inspection or copying and postpone the meeting, although list failure alone does not invalidate the action taken.

Under Mont. Code Ann. § 35-14-709, the board may authorize remote participation for a class or series and may choose a remote-only meeting unless the bylaws require a place. The corporation must reasonably verify each remote shareholder and provide substantially concurrent participation, communication, reading or hearing, and voting. A shareholder who participates under those safeguards is considered present.

Proxies, quorum, and voting

Mont. Code Ann. § 35-14-722 allows a signed appointment or an electronic transmission that identifies its date and authorization. Receipt by the inspector or authorized vote tabulator makes it effective. The stated term controls; otherwise the proxy lasts 11 months. It remains revocable unless it states that it is irrevocable and is coupled with an interest, and the interest's extinction ends that protection. Mont. Code Ann. § 35-14-724 separately gives the corporation good-faith acceptance and rejection standards for proxies, votes, demands, waivers, ballots, and consents.

Mont. Code Ann. § 35-14-725 defaults quorum to a majority of votes entitled on the matter and keeps a represented share present through adjournment unless a new record date applies. With quorum, ordinary action passes when votes for it exceed votes against it. Mont. Code Ann. § 35-14-727 protects an existing or proposed higher quorum or vote rule when the articles are amended. Directors default to plurality under Mont. Code Ann. § 35-14-728. Cumulative voting exists only when the articles opt in and the meeting notice or accompanying proxy statement flags it, or a qualifying shareholder gives at least 48 hours' notice.

Action without a meeting

Mont. Code Ann. § 35-14-704 defaults to consent by every shareholder entitled to vote. The articles may instead authorize the vote that would suffice if all shares were present and voted at a meeting, but directors subject to an articles- based cumulative-voting right still cannot be elected by less than unanimous consent. Each consent must describe the action, bear its signer's date, be signed, and be delivered for the corporate records. Mont. Code Ann. § 35-14-140 treats an electronic record as a document and an electronic sound, symbol, or process as a signature when used with present intent to authenticate.

Sufficient consents must be delivered within 60 days after the earliest delivered consent was signed. A consent may be revoked in writing until sufficient unrevoked consents arrive. Action ordinarily becomes effective on sufficient delivery, although the articles, bylaws, or board may provide a reasonable tabulation delay. When the Act requires notice to nonvoting holders, or when voting holders act by less than unanimity, the corporation has no more than 10 days after sufficient delivery or completed tabulation to send the specified later notice.

What trips people up

The special-meeting demand and written-consent routes each use a 60-day collection period, but they start from different events and accomplish different things. A demand asks the corporation to hold a meeting; a consent takes the action itself. Montana also closes the voting record at a definite point. Under Mont. Code Ann. § 35-14-708, once the chair announces that the polls have closed, or final adjournment closes them by default, the corporation may not accept new ballots, proxies, votes, revocations, or changes.

Common questions

Does a beneficial owner automatically exercise record-shareholder rights?

No. Mont. Code Ann. § 35-14-723 lets the board establish a procedure under which a beneficial owner files a certificate and is treated as the record shareholder to the stated extent. Without that recognition, the Act's ordinary shareholder definition points to the record shareholder.

Must a private Montana corporation appoint election inspectors?

Not ordinarily. Mont. Code Ann. § 35-14-729 requires inspectors for a corporation with a class of equity securities registered under section 12 of the Securities Exchange Act of 1934; another corporation may appoint them.

Can a shareholder agreement change the statutory defaults?

In specified circumstances. Mont. Code Ann. § 35-14-732 recognizes a qualifying agreement approved by all current shareholders in the articles or bylaws, or a written agreement signed by all current shareholders and made known to the corporation. That provision can alter voting-power and governance arrangements, but it does not replace transaction-specific, federal, or public-company rules.

Statutes and sources

• Mont. Code Ann. §§ 35-14-101, 35-14-140, and 35-14-141 — Act and entity scope, record and beneficial shareholder definitions, electronic records and signatures, and notice delivery. Official text, definitions, and communications (accessed August 23, 2026).
• Mont. Code Ann. §§ 35-14-701 to 35-14-709 — annual and special meetings, court relief, consent, notice, waiver, record dates, conduct, and remote participation. Official part 7 contents (accessed August 23, 2026).
• Mont. Code Ann. §§ 35-14-720 and 35-14-722 to 35-14-729 — shareholder lists, proxies, beneficial-owner recognition, instrument acceptance, quorum, voting, cumulative voting, and inspectors. Official part 7 contents (accessed August 23, 2026).
• Mont. Code Ann. § 35-14-732 — qualifying unanimous shareholder agreements. Official text (accessed August 23, 2026).