Are bylaws required in Montana?
Yes, Montana requires that initial bylaws are adopted by incorporators or the board of directors during the initial board meeting.[1]
Montana Corporate Laws
- Corporate Tax: Montana has a 6.75% tax on a corporation’s net income with few exceptions.[2]
- Board: Generally, a Montana corporation forms a board of directors that manages the corporation and wields “corporate power.”[3]
- Number – The bylaws or the corporation’s articles of incorporation fixes the initial number of directors (at least one) on the board of directors; however, the bylaws allow this to be “increased or decreased” by amendment in the future.[4]
- Qualifications – The corporation’s articles or bylaws dictate director qualifications so long as such requirements are “reasonable as applied to the corporation.”[5]
- Terms – The terms of all initial directors automatically expire “at the first shareholders’ meeting; thus, every annual meeting afterward requires a new election of directors.[6]
- Staggered Terms – Corporations have the option of staggering their elections by dividing the number of directors into smaller equal groups, specifically “two or three,” allowing elections for two or three years accordingly.[7]
- Fiduciary Duty –Directors carry out their duties in the interest of the corporation and exercise judgment that any other person would “reasonably believe appropriate” accordingly.[8]
- Officers: The articles of incorporation or the corporation’s bylaws lay out the offices; however, at least one officer must be responsible for “authenticating” the corporate records.[9]
- Meetings: The bylaws determine limitations or restrictions on meetings, especially when remote communication is a concern, but a director remains entitled to the “minutes of any regular or special meeting.”[10]
- Quorum: The number of directors in a quorum is in the bylaws; however, this must be “one-third of the specified or fixed number of directors” or more.[11]
Emergency Bylaws: The board makes bylaws “effective only in an emergency,” thus enabling the corporation to conduct business during disasters.[12]