Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Montana
At a glance
| Governing law and documents | Montana Nonprofit Corporation Act, Title 35 ch. 2; articles/bylaws may vary meeting defaults subject to quorum floor (§§ 35-2-427, -429, -431). |
|---|---|
| Meeting type, caller, and place | Fixed by bylaws/board = regular; otherwise special. In/out of state; presiding officer, president, or 20% of sitting directors may call by default (§§ 35-2-427, -429(4)). |
| Regular meeting notice | No notice by default unless articles, bylaws, or memberless-corporation rule require it (§ 35-2-429(1), (3)). |
| Special meeting notice | At least two days' date/time/place notice to each director; no purpose by default. Certain memberless decisions need seven days' written matter-specific notice or waiver (§ 35-2-429(2)-(3)). |
| Notice waiver and objection | Signed written waiver at any time, filed with minutes/records; attendance waives unless timely lack-of-notice objection and no favorable vote or assent (§ 35-2-430). |
| Remote attendance | Any means allowing all participating directors to hear each other simultaneously; remote director considered present unless articles/bylaws differ (§ 35-2-427(3)). |
| Quorum and minimum | Default majority of directors in office just before meeting; articles/bylaws cannot set below greater of one-third of sitting directors or two (§ 35-2-431(1)). |
| Director proxy | Board-vote text counts directors present and gives no director-proxy procedure (§ 35-2-431(2)). |
| Vote and assent | With quorum when vote taken, majority of directors present acts unless chapter, articles, or bylaws require more (§ 35-2-431(2)). |
Requirements one by one
Meeting type, caller, and attendance
Section 35-2-427(1) calls a meeting regular when the board or bylaws fix its time and place; other meetings are special. Under § 35-2-429(4), the presiding officer, president, or 20% of sitting directors may call and give notice unless the articles or bylaws provide otherwise. Section 35-2-427(3) treats a remote director as present in person if all participating directors can hear one another simultaneously, unless those documents restrict that method.
Notice, waiver, and the vote
Section 35-2-429(2) ordinarily requires two days' special-meeting notice stating date, time, and place. Under § 35-2-430(1), a director may instead sign a written waiver at any time and have it filed with the minutes or records. Attendance ordinarily waives notice; subsection (2) preserves a lack-of-notice objection made on arrival or before the vote on an improperly noticed matter, provided the director does not vote for or assent to it. Under § 35-2-431(2), a board vote requires quorum at the time of voting, then a majority of directors present unless a greater vote applies. That provision counts directors present and supplies no director-proxy procedure.
What trips people up
The ordinary two-day special-meeting default does not cover every memberless-corporation decision. Section 35-2-429(3) requires every director to receive at least seven days' written notice that the board will vote to remove a director or on a matter that would require member approval if the corporation had members; waiver under § 35-2-430 is the alternative.
The quorum denominator in § 35-2-431(1) is directors in office immediately before the meeting begins. Articles or bylaws can alter the majority default, but cannot authorize a quorum below the greater of one-third of those directors or two directors.
Common questions
Can directors meet outside Montana? Yes. Section 35-2-427(2) expressly permits regular or special meetings in or out of the state.
Can a director sign a notice waiver after the meeting? Section 35-2-430(1) allows a waiver at any time, with the signed writing filed with the minutes or corporate records.
Statutes and sources
- Mont. Code Ann. § 35-2-427, current official text accessed September 30, 2026.
- Mont. Code Ann. § 35-2-429, current official text accessed September 30, 2026.
- Mont. Code Ann. § 35-2-430, current official text accessed September 30, 2026.
- Mont. Code Ann. § 35-2-431, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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