Title 35, Title 35

(1) Whenever three or more persons desire to incorporate as a cooperative association for the purpose of trade or of carrying out any branch of industry or the purchase and distribution of commodities for consumption or in the borrowing or lending of money among members for indus…

No person shall be permitted to subscribe for or control or own more or less than one share of the common stock of such association.

As soon as the initial shares of the capital stock have been subscribed, the commissioners shall convene a meeting of the subscribers for the purpose of electing directors, adopting bylaws, and transacting other business properly before them. Notice of the meeting must be given t…

(1) The commissioners shall make a full report of the first meeting, including a copy of the notice provided for in 35-15-203, a copy of the subscription list, a copy of the bylaws adopted by the association, and the names of the directors elected and their respective terms of of…

At any time after the filing of the certificate of complete organization, the articles of incorporation may be amended. Any amendment of the articles of incorporation must be first approved by two-thirds of the directors and then adopted by a vote of not less than two-thirds of t…

All bylaws shall be adopted by the stockholders of the association and may be amended at a meeting of the stockholders by a majority of those stockholders voting thereon or as otherwise provided in the bylaws. Amendments of the bylaws shall be fully effective upon adoption as pro…

(1) The secretary of state shall establish by rule fees for filing documents and issuing certificates as required by this chapter. (2) The secretary of state shall establish by rule fees for copying documents, priority handling, transmitting or filing facsimile copies, and provid…

(1) The secretary of state may treat a facsimile copy of a document that is required to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date of filing relat…

An association licensed to operate under this chapter may, by a majority of its stockholders, increase its membership in such manner as may be provided in its bylaws, not inconsistent with any of the provisions of this chapter.

(1) Unless the bylaws provide otherwise, stockholders' meetings must be held at the principal office or another place as the board may determine. (2) An annual stockholders' meeting must be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, …

At any regularly called general or special meeting of the stockholders of cooperative associations, a written vote received by mail from any absent stockholder and signed by the stockholder may be read in the meeting and must be equivalent to a vote of each of the signing stockho…

(1) Directors of associations organized under this chapter shall be elected by the stockholders and hold their office for such period of time as shall be provided in the bylaws. (2) The board of directors, who shall exercise the corporate powers invested in such association, shal…

All cooperative corporations, companies, or associations organized before March 5, 1915, and doing business under prior statutes or which have attempted to so organize and do business shall have the benefit of 35-15-303, 35-15-411, and 35-15-412 and be bound thereby on filing wit…

(1) The purchase price of the shares of stock must be set by the cooperative association and may be made payable in installments. (2) A cooperative association may divide its shares of stock into preferred and common stock. The holders of preferred stock may not have voting power…

Forfeiture of the stock for nonpayment of installments may be provided for in the bylaws, and whenever a share of stock is forfeited, such share shall become the property of the association and may be reissued to any person already a holder of common stock; but any proceeds recei…

An assignment of stock may not be made to any person who already owns stock, except by the consent of the board of directors, but stock may be assigned to the association at any time with the consent of the directors. On a question a stockholder may not have more than one vote. E…

(1) The share, not exceeding the par value of $500, of each member is exempt from seizure on attachment or sale under execution. (2) Upon a member's death, the share must be sold by the association and the proceeds, after deducting all liabilities to the association, must be deli…

The directors of a cooperative association, subject to revision by the stockholders at a general or special meeting, may apportion the earnings of the association by first paying dividends on the paid-up capital stock, not exceeding 8% a year; from the remaining funds, if any, ac…

(1) The profits or net earnings of such associations shall be distributed to those entitled thereto at such times as the bylaws shall prescribe, which shall be as often as once in 12 months. (2) If such associations for 5 consecutive years shall fail to declare a dividend upon th…

It shall be lawful for two or more cooperative associations formed or which may be hereafter formed under the laws of the state of Montana to merge or consolidate with each other or with one or more associations incorporated under the laws of another state or states relating to o…

Before an association may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board of directors of one or both associations, by a committee appointed for that purpose by the board of directors of one or both associa…

(1) Notice of the proposed plan and, in the case of consolidation, of the proposed new articles must be mailed or sent by electronic means to each stockholder of the associations to be affected by the proposed plan or the proposed new articles. (2) The notice must advise the stoc…

(1) Within 30 days after the merger or consolidation plan has been adopted, documents of merger or consolidation setting forth the plan and the manner of adoption thereof shall be signed by the president or vice-president and by the secretary or assistant secretary of each associ…

(1) After the effective date, the associations that are parties to the plan become a single association. In the case of a merger, the surviving association is that association designated in the plan. In the case of a consolidation, the new association is the association provided …

At any meeting the stockholders of a cooperative association may authorize the disposition or sale of all or substantially all of the association's assets if notice that such disposition or sale will be considered at such meeting has been given to all persons entitled to vote the…

No action may be maintained to invalidate any sale, merger, or consolidation taken pursuant to this chapter because of the manner of its adoption unless the action is commenced within 2 years after the date of filing same.