Nonprofit Corporation Board Action Without a Meeting in Montana
At a glance
| Governing law and documents | Montana Nonprofit Corporation Act § 35-2-428; articles/bylaws may provide otherwise |
|---|---|
| Covered actions and limits | Action required/permitted at board meeting; memberless specified actions subject to § 35-2-429(3) notice/meeting condition |
| Required consent threshold | All board members take action and each director signs (§ 35-2-428(1)) |
| Notice and objection | No general consent notice route in § 35-2-428; § 35-2-429(3) requires seven-day written meeting notice or waiver for specified memberless actions |
| Committee action | § 35-2-433(3) applies board procedure to committees/members; delegated authority and subsection (5) limits apply |
| Form, signature, and electronic method | One or more written consents describing action, signed by each director; no separate electronic method in § 35-2-428 |
| Delivery and records | Consents included in minutes filed with corporate records (§ 35-2-428(1)) |
| Effective time and revocation | Effective when last director signs unless consent specifies different date (§ 35-2-428(2)) |
| Legal effect and exceptions | Signed consent has effect of meeting vote; committee exclusions in § 35-2-433(5) |
Requirements one by one
Written consent and effective date
Under § 35-2-428(1), every director must sign one or more written consents describing the action, unless the articles or bylaws provide otherwise. The consents must be included in the minutes filed with corporate records. Under subsection (2), the action ordinarily takes effect with the last signature, but the consent may specify a different date.
What trips people up
Section 35-2-429(3) separately says that, for a corporation without members, board action to remove a director or approve a matter that would need member approval in a member corporation is invalid without at least seven days' written notice that the matter will be voted upon at a directors' meeting, or a waiver under § 35-2-430. That meeting-specific instruction needs attention before using a circulated consent for one of those matters.
Under § 35-2-430(1), a director may waive required notice at any time. The ordinary waiver must be written, signed, and filed with the minutes or corporate records.
Section 35-2-433(3) applies board action-without-meeting rules to committees and their members. Subsection (4) ties their powers to delegation or governing documents, and subsection (5) bars specified major transactions, director appointments or vacancies, distributions, and article or bylaw changes.
Common questions
May a committee use its members' signatures?
Yes, for a matter within its authority. Section 35-2-433(3) applies § 35-2-428 to a committee and its members; subsections (4)–(5) define the authority limits.
Does a signed consent have meeting-vote effect?
Yes. Under § 35-2-428(3), it has the effect of a meeting vote and may be described as a vote in a document.
Statutes and sources
- Mont. Code Ann. § 35-2-428 — board consent and vote effect; accessed October 1, 2026.
- Mont. Code Ann. § 35-2-429(3) — memberless-corporation notice condition; accessed October 1, 2026.
- Mont. Code Ann. § 35-2-430(1) — director notice waiver; accessed October 1, 2026.
- Mont. Code Ann. § 35-2-433(3)–(5) — committee consent application and limits; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Montana law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Montana law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace