LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Montana

At a glance

Requirements one by one

Articles and agreement may redesign the defaults

Under MCA § 35-8-102(17), (19)-(24), (28), (30), the operating agreement governs company business and member-manager relations, while the articles elect manager or member management. § 35-8-202(1), (3) requires the public management statement and initial manager or member names; the agreement controls an inconsistency for insiders, while the articles protect a detrimentally relying outsider.

§ 35-8-109(1), (3)-(4) permits an unwritten agreement generally, makes Chapter 8 the fallback, and preserves its listed floors. A writing is required to vary recordkeeping, distribution sharing, or member admission.

General business uses headcount majority

Under § 35-8-307(1)-(6), each member of a member-managed company has equal management rights and a majority of members decides company business, subject to the statutory exceptions. In a manager-managed company, the sole manager or manager majority decides instead.

Subsection (3) calls its twelve-item list the “only matters” requiring all- member consent. The list includes agreement and articles amendments, specified loyalty authorization, contribution compromises, interim distributions, admission, dissolution and winding-up choices, merger, and substantially-all- property disposition. Current law lets the articles or agreement change these defaults. These are threshold categories, not a conclusion that a particular action received every substantive approval.

Consent-required action may occur without a meeting

Section 35-8-307(5) permits consent-required member or manager action without a meeting. It states no general consent writing, signature, delivery, counterpart, collection period, future time or event, or pre-effectiveness revocation rule.

Chapter 8 also states no general member-meeting caller, annual or special meeting, notice, waiver, quorum, adjournment, record date, or remote-presence standard. The governing documents must supply those mechanics when they matter.

A proxy uses a signed appointment instrument

Section 35-8-307(6) lets a member or manager appoint a proxy to vote or otherwise act through an appointment instrument signed personally or by an attorney-in-fact. Under the § 35-8-102(28), (30) definitions, a record may be tangible or electronically stored and recoverable, and signing uses a mark or other symbol with intent to authenticate the record.

Chapter 8 states no default proxy duration, delivery recipient, revocation, irrevocability, death/incapacity effect, or meeting-only limit. The signed- instrument rule governs the appointment, not every member's own consent.

Company records do not create nonconsenter notice

§ 35-8-405(1)-(3) requires the default current and past member/manager list, governing documents, recent tax and financial records, and agreement- required writings; members may reasonably inspect and receive just and reasonable information. Only the articles or a written agreement may vary the recordkeeping defaults.

The surveyed provisions state no general post-action notice to nonconsenting or nonvoting members or retention period for meeting minutes, ballots, proxies, or consents. Enforcement and substantive transaction validity remain separate.

What trips people up

• Majority means member headcount. Equal management rights make the default different from contribution-, profit-, or ownership-percentage voting.
• HB 898 broadened document control. Current § 35-8-307 lets either the articles or agreement replace the listed management and voting defaults.
• A proxy appointment and consent are different. The proxy needs a signed instrument, but the Act does not impose that form on every consent.
• No-meeting consent is not remote attendance. Chapter 8 supplies no telephone or video presence default for an ordinary LLC.

Common questions

Does transferring distributions transfer the member's vote?

No. Under § 35-8-707(1)-(7), a transferee receives the transferred distributions but no member or management rights unless admitted.

May the articles change the default voting rule?

Yes. Current § 35-8-307 gives the articles and operating agreement equal status for replacing its equal-rights, majority, and all-member defaults, subject to the statutory limits.

Must all members consent to every company decision?

No. General company business uses a member headcount majority in a member- managed LLC; unanimity applies to the twelve listed matters unless the articles or agreement validly provides otherwise.

Statutes and sources

• MCA §§ 35-8-102 and 35-8-109 — entity/document definitions, agreement form, statutory fallback, special writing rules, and mandatory limits. Official § 35-8-102 and official § 35-8-109 (accessed August 30, 2026).
• MCA § 35-8-202 — articles content and insider/outsider hierarchy. Official § 35-8-202 (accessed August 30, 2026).
• MCA § 35-8-307 — equal management rights, majority decisions, twelve all- member matters, no-meeting action, proxy appointments, and 2025 document overrides. Official § 35-8-307 (accessed August 30, 2026).
• MCA § 35-8-405 — company records and member information access. Official § 35-8-405 (accessed August 30, 2026).
• MCA § 35-8-707 — transferee economic rights and member admission. Official § 35-8-707 (accessed August 30, 2026).