Nonprofit Corporation Articles Amendment Approval and Filing in Montana

At a glance

Requirements one by one

Approval and voting

Section 35-2-221 permits an amendment to add or change a permitted or required provision, or delete one that is not required, measured as of the amendment's effective date. Under § 35-2-223(1), public-benefit and religious corporations need board approval unless the change concerns the number, composition, term, or selection of directors. The board or members may seek member approval. The ordinary member vote is the lesser of two-thirds of votes cast or a majority of voting power; the chapter, articles, bylaws, members, or board may require a greater vote or class voting. This is a votes-cast comparison against total voting power, not a flat two-thirds of all members.

Section 35-2-224 gives a class in a public-benefit corporation a separate vote when voting rights change differently from other classes. A mutual-benefit class has broader protection for voting, dissolution, redemption, transfer, class size, reclassification, termination, and a new class. A religious corporation has a class vote only if the articles or bylaws provide one. For covered public-benefit and mutual-benefit class votes, each class must reach the lesser of two-thirds of its votes cast or a majority of its voting power. Under § 35-2-232, the articles may also require a specified person's written approval, including to remove that person's approval right.

No-member and narrow board routes

Section 35-2-222(1) allows directors to make limited article changes without members unless the articles say otherwise: an obsolete duration, initial-director details, registered-agent information, certain name wording or geography, or another expressly board-permitted change. If the corporation has no members, § 35-2-222(2) lets incorporators act until directors are chosen; later a majority of directors then in office adopts the amendment, subject to required outside approval. The meeting notice must describe the amendment, and § 35-2-429(3) requires seven days' written notice to each director for a matter that would require member approval if there were members, unless waived.

Notice, consent, and ballot

At a member meeting, § 35-2-223(4) requires written notice identifying the amendment purpose and enclosing a copy or summary. Section 35-2-530 governs fair and reasonable meeting notice and specifically calls for descriptions of amendments at annual or regular meetings. For a written consent or ballot, § 35-2-223(5) requires the solicited material to include a copy or summary. Under § 35-2-529, written consent needs members holding at least 80% of voting power unless the articles or bylaws limit or prohibit it; non-signers get notice, and where notice is required approval takes effect 10 days later. A § 35-2-533 ballot goes to every member entitled to vote and needs the meeting-equivalent quorum and approval count.

Filing and effective time

Under § 35-2-225, the filing states the corporate name, text and adoption date of each amendment, plus the prescribed board/incorporator statement or member and class vote counts and any required outside approval. Section 35-2-119 calls for execution by the board's presiding officer, president, or another officer, with limited incorporator and court-fiduciary alternatives, and delivery to the Secretary of State. Section 35-2-1003 delegates the fee to the Secretary of State; its current corporation domestic-filing table lists $15 for articles of amendment.

Section 35-2-121 makes a filed document effective at filing time or the specified effective time, with a delayed date capped at 90 days after filing. Under § 35-2-226, a restatement that adds an amendment needing member or third-person approval follows those approval rules and is filed with restatement text and the required certificate.

What trips people up

Section 35-2-233 adds a special route if an amendment would terminate all members or a class, or redeem or cancel all memberships or a class. A mutual-benefit board gives advance notice before proposing it; a qualifying opposition statement must accompany the later member notice; and two-thirds of votes cast by each class approve. This differs from § 35-2-223's ordinary lesser-of threshold.

Common questions

Can members start the approval process?

Yes. Section 35-2-223(4) and (5) expressly refers to the board or the members seeking member approval at a meeting, by consent, or by ballot. Check whether the amendment also needs board or third-person approval under the applicable provisions.

Does a restatement bypass the vote for a new amendment?

No. Section 35-2-226(2), (6), and (7) applies the member and outside-person approval rules to an amendment included in a restatement.

Statutes and sources

• Mont. Code Ann. § 35-2-221: “35-2-221. Authority to amend. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-222: “35-2-222. Amendment by directors. (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval: (a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (b) to delete the names and addresses of the initial directors; (c) to change the information required by 35-7-105(1); (d) to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution to the name; or (e) to make any other change expressly permitted by this chapter to be made by action of the board of directors. (2) If a corporation has no members, its incorporators, until directors have been chosen, and later its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to 35-2-232. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with 35-2-429(3). The notice must also state that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the articles and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-223: “35-2-223. Amendment by directors and members. (1) Unless this chapter, the articles, the bylaws, the members acting pursuant to subsection (2), or the board of directors acting pursuant to subsection (3) require a greater vote or voting by class to be adopted, an amendment to a corporation's articles must be approved: (a) by the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; (b) except as provided in 35-2-222(1), by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (c) in writing by any person or persons whose approval is required by a provision of the articles, as authorized by 35-2-232. (2) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (3) If the board initiates an amendment to the articles or if board approval is required by subsection (1)(a) to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis. (4) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with 35-2-530. The notice must state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and must contain or be accompanied by a copy or summary of the amendment. (5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-224: “35-2-224. Class voting by members on amendments. (1) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different from the manner in which the amendment affects another class or members of another class. (2) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would: (a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different from the manner in which the amendment would affect another class; (b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class; (c) increase or decrease the number of memberships authorized for that class; (d) increase the number of memberships authorized for another class; (e) cause an exchange, reclassification, or termination of the memberships of that class; or (f) authorize a new class of memberships. (3) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws. (4) If a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment. (5) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-225: “35-2-225. Articles of amendment. A corporation that amends its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment's adoption; (4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (b) (i) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class; and (ii) a statement that the number cast for the amendment by each class was sufficient for approval by that class; and (6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to 35-2-232, a statement that the approval was obtained.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-226: “35-2-226. Restated articles of incorporation. (1) A corporation's board of directors may restate its articles of incorporation at any time, with or without approval by members or any other person. (2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in 35-2-223. (3) If the restatement includes an amendment requiring approval by members, the board shall submit the restatement to the members for their approval. (4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with 35-2-530. The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change that the restatement would make in the articles. (5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles. (6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under 35-2-223. (7) If the restatement includes an amendment that requires approval pursuant to 35-2-232, the board shall submit the restatement for this approval. (8) A corporation that restates its articles shall deliver to the secretary of state, for filing, articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate setting forth a statement of whether the restated articles were approved by the board, the members, or any other person and: (a) if the restatement contains an amendment to the articles requiring approval by the members, the information required by 35-2-225; (b) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to 35-2-232, a statement that the approval was obtained; and (c) if the restatement has an amendment that does not require member approval, a statement as to who approved the amendment, whether approval was made by the board or any other person. (9) Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (10) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (8).” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-232: “35-2-232. Approval by third persons. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the person or persons.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-233: “35-2-233. Amendment terminating members or redeeming or canceling memberships. (1) Any amendment to the articles or bylaws of a public benefit corporation or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of this chapter. (2) Before adopting a resolution proposing an amendment described in subsection (1), the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members. (3) After adopting a resolution proposing an amendment described in subsection (1), the notice to members proposing the amendment must include one statement of up to 500 words opposing the proposed amendment if the statement is submitted by any five members or members having 3% or more of the voting power, whichever is less, not later than 20 days after the board has voted to submit the amendment to the members for their approval. In public benefit corporations, the production, mailing, or electronic transaction costs must be paid by the corporation. (4) Any amendment under this section must be approved by the members by two-thirds of the votes cast by each class. (5) The provisions of 35-2-520 do not apply to any amendment that meets the requirements of this chapter.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-119: “35-2-119. Filing requirements. All of the following requirements must be met before a document may be filed under this section by the secretary of state: (1) A document that is required or permitted by this chapter to be filed in the office of the secretary of state must satisfy the requirements of this section and of any other section that adds to or varies these requirements. (2) The document must contain the information required by this chapter. The document may contain other information as well. (3) The document must be typewritten or printed unless an electronic form is allowed by the secretary of state. (4) The document must be in the English language. However, a corporate name does not need to be in English if it is written in English letters or Arabic or Roman numerals. (5) (a) Except as provided in subsection (5)(b), the document must be executed: (i) by the presiding officer of the corporation's board of directors, its president, or another of its officers; (ii) if directors have not been selected or the corporation has not been formed, by an incorporator; or (iii) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (b) (i) A corporation's annual report may be executed as provided in subsection (5)(a) or by the corporation's authorized agent. (ii) For the purposes of this subsection (5)(b), "authorized agent" means any individual granted permission by an entity to execute a document on behalf of the entity. The entity is responsible for maintaining a record of the permission granted to an authorized agent. (6) The person executing the document shall sign the document and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may but does not need to contain the corporate seal, an attestation by the secretary or an assistant secretary, or an acknowledgment, verification, or proof. (7) The document must be in or on the prescribed form if the secretary of state has prescribed a mandatory form for a document under 35-2-1108. (8) Except as provided in 33-3-601, the document must be delivered to the office of the secretary of state for filing and must be accompanied by: (a) the correct filing fee; and (b) any franchise tax, license fee, or penalty required by this chapter, rules promulgated under this chapter, or other law.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-121: “35-2-121. Effective date of document. (1) Except as provided in subsection (2), a document is effective: (a) at the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (b) at the time specified in the document as its effective time on the date it is filed. (2) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than 90 days after the date it is filed.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-1003: “35-2-1003. Fees for filing, copying, and services. (1) The secretary of state shall establish fees for the following: (a) filing documents and issuing certificates as required by this chapter; and (b) copying documents, priority handling, transmitting or filing facsimile copies, and providing computer-generated information. (2) The fees authorized in this section must be set and deposited in accordance with 2-15-405.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-429: “35-2-429. Call and notice of meetings. (1) Unless the articles or bylaws provide otherwise or unless the provisions of subsection (3) apply, regular meetings of the board may be held without notice. (2) Unless the articles, bylaws, or subsection (3) provide otherwise, special meetings of the board must be preceded by at least 2 days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (3) In a corporation without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least 7 days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to 35-2-430. (4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or 20% of the directors then in office may call and give notice of a meeting of the board.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-529: “35-2-529. Action by written consent. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least 80% of the voting power. The action must be evidenced by one or more written consents that describe the action taken, be signed by those members representing at least 80% of the voting power, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) If not otherwise determined under 35-2-528 or 35-2-532, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1). (3) A consent signed under this section has the effect of a meeting vote and may be described as a vote in any document filed with the secretary of state. (4) Written notice of member approval pursuant to this section must be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section is effective 10 days after written notice is given.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-530: “35-2-530. Notice of meeting. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (2) Any notice that conforms to the requirements of subsection (3) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (3)(b) must be given as specified in subsection (3). (3) Notice is fair and reasonable if: (a) the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members not less than 10 days before the meeting date or, if notice is mailed by certified mail, not less than 30 or more than 60 days before the meeting date; (b) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under 35-2-223, 35-2-230, 35-2-418, 35-2-452, 35-2-611, 35-2-617, 35-2-720, or 35-2-721; and (c) notice of a special meeting includes a description of the matter or matters for which the meeting is called. (4) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under 35-2-532, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (5) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (a) requested in writing to do so by a person entitled to call a special meeting; and (b) the request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting.” Official source (accessed 2026-10-02).
• Mont. Code Ann. § 35-2-533: “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: (a) set forth each proposed action; and (b) provide an opportunity to vote for or against each proposed action. (4) Approval by written ballot pursuant to this section is valid only when: (a) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and (b) 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: (a) indicate the number of responses needed to meet the quorum requirements; (b) state the percentage of approvals necessary to approve each matter other than election of directors; and (c) 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.” Official source (accessed 2026-10-02).
• Montana Secretary of State, Business Fees, Corporations—Domestic Filings: “Articles Of Amendment $15.00” Official source (accessed 2026-10-02).