Title 35, Title 35

(1) (a) For corporations organized under the provisions of 35-18-105(2), notwithstanding any other provisions of this chapter, the bylaws may provide that the territory in which a cooperative supplies telephone service to members must be divided into two or more voting districts …

The officers of a cooperative consist of a president, vice president, secretary, and treasurer who must be elected annually by and from the board of trustees. A person may not continue to hold any office after the person ceases to be a trustee. The offices of secretary and of tre…

No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party by reason of being an officer, director, or member of such cooperative.

(1) A cooperative's patronage capital for any fiscal year must, unless otherwise determined by a vote of the members, be allocated by the cooperative to its members in accordance with this section. (2) (a) Patronage capital must be determined by a cooperative on an annual basis a…

(1) (a) Except as provided in subsection (2) and in accordance with 35-18-318, a cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any substantial portion of its property unless the sale, mortgage, lease, or other disposition or encumbrance is:…

(1) Before a cooperative creates or enters into an agreement that results in any direct or indirect obligation for the repayment of long-term bonded indebtedness for financing directly or indirectly the construction, maintenance, or operation of nuclear power generating facilitie…

(1) A trustee or officer shall discharge the duties of the office, including the trustee's or officer's duties as a member of any committee: (a) in good faith; (b) with the care that an ordinarily prudent person in a similar position would exercise under similar circumstances; an…

(1) A conflict of interest transaction is a transaction with the cooperative in which a trustee of the cooperative has a direct or indirect interest. A conflict of interest transaction is not voidable and may not be the basis for imposing liability on the trustee or officer if th…

As used in 35-18-327 through 35-18-333, the following definitions apply: (1) "Liability" means the obligation to pay a judgment, settlement, penalty, or fine, including an excise tax assessed with respect to an employee benefit plan, or to pay reasonable expenses incurred with re…

(1) Except as provided in subsection (4), an individual who is made a party to a proceeding because the individual is or was a trustee or officer may be indemnified against liability incurred in the proceeding if: (a) the individual conducted business in good faith; (b) the indiv…

Unless limited by its articles of incorporation, a cooperative shall indemnify a trustee or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the trustee or officer was a party because the trustee or officer is or was a trust…

Unless a cooperative's articles of incorporation provide otherwise, a trustee or officer of the cooperative who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an applicat…

(1) A cooperative may not indemnify a trustee or officer under 35-18-328 unless authorized in the specific case after a determination has been made that indemnification of the trustee or officer is permissible in the circumstances because the trustee or officer has met the standa…

A cooperative may purchase and maintain insurance on behalf of an individual who is or was a director, trustee, officer, employee, or agent of the cooperative or who, while a director, trustee, officer, employee, or agent of the cooperative, is or was serving at the request of th…

(1) A provision treating a cooperative's indemnification of trustees or officers that is contained in its articles of incorporation, its bylaws, a resolution of its shareholders or board of directors, a contract, or other instrument is valid only if and to the extent that the pro…

Any one or more cooperatives, each of which is hereinafter designated a "merging cooperative", may merge into another cooperative, hereinafter designated the "surviving cooperative" by complying with the following requirements: (1) The proposition for the merger of the merging co…

Any two or more cooperatives, each of which is hereinafter designated a "consolidating cooperative", may consolidate into a new cooperative, hereinafter designated the "new cooperative" by complying with the following requirements: (1) The proposition for the consolidation of the…

The effect of consolidation or merger shall be as follows: (1) The several cooperatives parties to the consolidation or merger shall be a single cooperative which, in the case of a consolidation, shall be the new cooperative provided for in the articles of consolidation and, in t…

(1) A cooperative which has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed on behalf of the cooperative by a majority of the incorporators, which shall state: (a) the name of the cooperative; (b) the addre…

A cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner: (1) The board of trustees shall first recommend that the cooperative be dissolved voluntarily, and then the proposition that the cooperative be dissolved must be su…

(1) Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and accompanied by affidavits that may be required by applicable provisions of this chapter, must be presented to the secretary of state for filing. If the secretary of stat…

(1) The secretary of state shall charge and collect a fee for each of the following: (a) filing articles of incorporation and issuing a certificate of incorporation; (b) filing articles of amendment and issuing a certificate of amendment; (c) filing articles of consolidation or m…

Cooperatives and foreign corporations transacting business in this state pursuant to the provisions of this chapter, except as provided in 10-4-201 and 15-53-138, are exempt from all excise and income taxes.

A group of seven persons or more residing in any county in the state of Montana who desire to form an association for the purpose of procuring and holding lands to be used exclusively for a cemetery or place of burial of the dead may meet at a time and place that they or a majori…

The presiding officer and secretary of the meeting described in 35-20-101 shall immediately after the election divide the trustees by lot into three classes, those in the first class to hold their office for 1 year, those in the second class for 2 years, and those in the third cl…

(1) The presiding officer and secretary of the meeting described in 35-20-101 shall within 5 days after the holding of the meeting make a written certificate, which must state: (a) the names of the associates who attended the meeting; (b) the corporate name of the association det…

When a certificate of incorporation is acknowledged, recorded, and filed as provided in 35-20-103, the association is considered legally incorporated and has the general powers and privileges of corporations with the right to sue and be sued and to continue perpetually. The assoc…

Before commencing operations under this chapter, an association shall comply with the planning and zoning requirements of the city or county or the city and county jointly, as may be required by law, and shall demonstrate to such unit or units of local government that a need exis…

The trustees of any association incorporated agreeably to the provisions of this chapter may enact bylaws for regulating the affairs of such corporation, not inconsistent with the laws of this state.

All vacancies occurring by death or otherwise in the membership of any cemetery association organized under this chapter shall be filled by a vote of the surviving or remaining associates named in the certificate of association. All persons so elected to fill any such vacancy sha…

(1) The annual election for trustees to supply the place of those whose term of office expires shall be held on the day mentioned in the certificate of incorporation and at such hour and place as the trustees direct. The trustees chosen at any election after the first shall hold …

(1) In all elections after the first, the trustees shall be chosen from among the associates named in said certificate of incorporation or their successors. (2) Public notice of every annual election shall be given in such manner as the bylaws of the association prescribe. (3) Th…

If the annual election is not held on the day fixed in the certificate of incorporation, the trustees have the power to appoint another day not more than 60 days thereafter and shall give public notice of the time and place, at which time the election may be held with like effect…

(1) The trustees at each annual meeting shall make a report in writing, which report shall be signed by at least a majority of the members of such board and shall contain a statement of their doings and of the affairs of the association and an account of the receipts and disburse…

(1) The affairs and property of the association must be managed by the trustees, a majority of whom is a quorum for the transaction of business. (2) The trustees shall annually appoint from among their number a president, vice president, secretary, and treasurer who shall hold th…

The secretary shall perform all the duties of a secretary of a corporation and shall, in addition, keep a record of interments in which the secretary shall enter as correctly and carefully as may be the name, age, sex, as defined in 1-1-209, place of birth, and cause of death wit…

(1) Such register or record of interment shall be open to the inspection of the public. (2) The secretary of every cemetery association shall furnish to the health officers of any corporate town or city or county within the state, when demanded by them, an accurate summary of all…

Any secretary who neglects or refuses to carefully keep such register of burials and record all interments therein, as herein provided, shall be subject to a fine for such offense not exceeding $25.

(1) Any association incorporated agreeably to the provisions of this chapter may take by purchase or gift and hold, within the county in which the certificate of their incorporation is recorded, land to be held and occupied exclusively for a cemetery for the burial of the dead an…

After such map is filed in the office of the county clerk and recorder as aforesaid, the trustees may sell and convey the lots as designated on such map upon terms and subject to such conditions and restrictions, to be inserted in or annexed to the conveyances, as the trustees sh…

The proceeds arising from the sale of lots in such cemetery shall be applied to the payment of any debts incurred by the cemetery association in: (1) the purchase of cemetery grounds and property; (2) fencing, improving, and embellishing such grounds and avenues leading thereto; …

(1) Any association incorporated agreeably to the provisions of this chapter may also take by gift and hold personal property and may sell the same and apply the proceeds thereof to the care, maintenance, and embellishment of said cemetery, but for no other purpose. All real and …

(1) Whenever the land of an association is laid out in lots and the lots or any of them are transferred to individual proprietors and there has been an interment in a transferred lot, that lot from the time of interment is inalienable and must, upon the death of the proprietor, d…

The cemetery lands and property of any association formed pursuant to this chapter are exempt from all public taxes and assessments and not liable to be sold on execution or applied in payment of debts of any individual proprietors; but the proprietors of lots in such cemetery, t…

Any association formed under the provisions of this chapter or any corporation formed before February 16, 1905, under the laws of this state, which shall have established and be maintaining a cemetery, shall provide in the manner set forth in this chapter for the establishment an…

(1) Whenever at least $100 has been received by a cemetery corporation or association, either from the sale of lots or from direct payments of the corporation or association toward a fund by lot owners or otherwise, the trustees of that association shall immediately make applicat…