Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Montana

At a glance

Requirements one by one

Initial adoption and organization

Section 35-2-217 requires incorporators or directors to adopt bylaws and permits management provisions consistent with law and the articles. Section 35-2-216 places the organizational meeting after incorporation. If initial directors are named in the articles, a majority of those directors calls their meeting to appoint officers and adopt bylaws. Otherwise a majority of incorporators calls a meeting to elect directors or a board that completes organization. Incorporators may take their organizational action without a meeting through written consents signed by each incorporator.

Amendment actors and votes

For a corporation without members, § 35-2-229 allows incorporators to amend bylaws until directors are chosen and later gives that authority to the board, subject to any required outsider approval. The amendment needs a majority of directors in office, rather than merely a majority present.

For a corporation with members, § 35-2-230 identifies a board approval route for public-benefit and religious corporations when the amendment does not concern board size, composition, terms, or selection. Section 35-2-431 supplies the ordinary board vote at a quorum unless a greater vote applies. The member-approval route uses the lower of two-thirds of votes cast or a majority of voting power, subject to greater or class requirements. Section 35-2-231 gives public-benefit, mutual-benefit, and religious corporations different class-vote protections, and a required class vote uses the same lower-of-two denominator within that class.

Notice, protected approvals, and records

Section 35-2-229 requires a memberless board's amendment-meeting notice to identify the amendment and include its text, summary, or general nature. Section 35-2-429(3) makes the notice at least seven days in writing. For member consideration, § 35-2-230(4)–(5) requires the meeting notice or consent/ballot solicitation to carry a copy or summary; § 35-2-530 sets the member-meeting notice framework. Under § 35-2-232, the articles may require written approval by a specified person other than the board, and that article provision itself cannot be changed without the person's written approval.

Section 35-2-906(5) requires a copy of current bylaws and amendments at the principal office or a place from which they can be recovered within two business days. Section 35-2-907(1) gives members inspection and copying rights after at least five business days' written notice or demand, subject to its special rule permitting religious corporations' articles or bylaws to limit or abolish member inspection.

What trips people up

A memberless corporation's ordinary board quorum vote under § 35-2-431 is insufficient for a bylaw amendment: § 35-2-229 instead requires a majority of all directors in office and amendment-specific notice.

Section 35-2-233 imposes a special two-thirds of votes cast by each class requirement on public-benefit or mutual-benefit bylaw amendments that terminate all members or a class, or redeem or cancel all memberships or a class. Its notice and opposition-statement provisions also apply; the ordinary member denominator does not replace them.

Common questions

Can the board use emergency bylaws? Under § 35-2-218, directors may adopt, amend, or repeal them unless the articles say otherwise when a catastrophic event prevents ready assembly of a board quorum. Members may amend or repeal them, and their effect ends with the emergency.

Can a religious corporation restrict inspection of its bylaws? Yes. Section 35-2-907(5) permits its articles or bylaws to limit or abolish a member's inspection and copying right under that section.

Statutes and sources

• Mont. Code Ann. § 35-2-216, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-217, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-218, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-229, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-230, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-231, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-232, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-233, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-429, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-431, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-530, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-906, accessed September 30, 2026.
• Mont. Code Ann. § 35-2-907, accessed September 30, 2026.