Electronic Voting Statute
35-2-533. Action by written ballot.
(1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
(2) A corporation may deliver a written ballot by electronic communication as long as a member gives consent. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.
(3) A written ballot must:
- set forth each proposed action; and
- provide an opportunity to vote for or against each proposed action.
(4) Approval by written ballot pursuant to this section is valid only when:
- the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and
- the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(5) All solicitations for votes by written ballot must:
- indicate the number of responses needed to meet the quorum requirements;
- state the percentage of approvals necessary to approve each matter other than election of directors; and
- specify the time by which a ballot must be received by the corporation in order to be counted.
(6) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
SECTION 3-110. VOTING; PROXIES; BALLOTS.
(a) Unless prohibited or limited by the declaration or bylaws, unit owners may vote at a meeting in person, by absentee ballot pursuant to subsection (b)(4), by a proxy pursuant to subsection (c) or, when a vote is conducted without a meeting, by electronic or paper ballot pursuant to subsection (d).
Virtual Meeting Statute
Montana commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings permitted to be held unless an association's articles of incorporation, charter, or bylaws provide otherwise. The Montana Nonprofit Corporation Act governs nonprofit corporations about corporate structure and procedure in Montana. If a condominium or homeowners' association is organized as a nonprofit corporation, as is the case with most Montana associations, it will be governed by the Act. Contact your association's attorney to see what your community's options are for virtual meetings based upon your governing documents.
Applicable Statutes: Unit Ownership Act/Nonprofit Corporation Act
70-23-101 Homeowners association -- remote meetings.
(1) Unless the terms of the articles of incorporation or bylaws provide otherwise, a homeowners' association or an association of unit owners may hold a meeting by remote means.
(2) For the purposes of this section, the following definitions apply:
(a) "Association of unit owners" has the meaning provided in 70-23-102, except that the unit owners
do not have to have submitted their property to the provisions of Title 70, chapter 23, and the association is
organized under the provisions of Title 35, chapter 2.
(b) "Homeowners' association" means a corporation organized under the provisions of Title 35,
chapter 2, that is responsible for the operation of a community or a mobile home subdivision in which:
(i) the voting membership is made up of parcel owners or their agents, or a combination of parcel owners and their agents;
(ii) membership is a mandatory condition of parcel ownership; and
(iii) the corporation is authorized to impose assessments that, if unpaid, may become a lien on the parcel.
(c) "Remote means" includes telephone audio, teleconference, or videoconference.
Association of unit owners -- remote meetings.
(1) Unless the terms of the declaration or the bylaws provide otherwise, an association of unit owners may hold a meeting by remote means.
(2) For the purposes of this section, "remote means" includes telephone audio, teleconference, or videoconference
35-2-526. Annual and regular meetings.
(1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(3) Annual and regular membership meetings may be held in the state or out of the state, at the place stated in or fixed in accordance with the bylaws. If a place is not stated in or fixed in accordance with the bylaws, annual and regular meetings must be held at the corporation's principal office. To the extent authorized in the articles or bylaws, the board may determine that an annual meeting of members will be held solely by means of remote communication.
(4) At the annual meeting:
(a) the president and chief financial officer shall report on the activities and financial condition of the corporation; and
(b) the members shall consider and act upon other matters that are raised consistent with the notice and voting requirements of 35-2-530 and 35-2-538(2).
(5) At regular meetings, the members shall consider and act upon matters raised consistent with the notice and voting requirements of 35-2-530 and 35-2-538(2).
(6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
(7) If permitted by the bylaws, members may participate in a meeting of the members by means of a conference telephone call or similar remote communication. Unless otherwise provided in the articles or bylaws, participation in this manner constitutes presence in person at a meeting.
History: En. Sec. 58, Ch. 411, L. 1991; amd. Sec. 6, Ch. 190, L. 2013.
Unincorporated homeowners' association -- remote meetings.
(1) Unless the bylaws or other governing documents adopted by the members of the association provide otherwise, an unincorporated homeowners' association may hold a meeting by remote means.
(2) For the purposes of this section, the following definitions apply:
(a) "Remote means" includes telephone audio, teleconference, or videoconference.
(b) "Unincorporated homeowners' association" means an unincorporated entity that is responsible for the operation of a community or a mobile home subdivision in which: (i) the voting membership is made up of parcel owners or their agents, or a combination of parcel owners and their agents; (ii) membership is a mandatory condition of parcel ownership; and (iii) the entity is authorized to impose assessments that, if unpaid, may become a lien on the parcel
35-2-427. Regular and special meetings.
(1) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(2) A board of directors may hold regular or special meetings in the state or out of the state.
(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by or to conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
History: En. Sec. 85, Ch. 411, L. 1991.
35-2-218. Emergency bylaws and powers.
(1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as defined in subsection (4). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(a) how to call a meeting of the board;
(b) quorum requirements for the meeting; and
(c) designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the emergency bylaws remain in effect during the emergency. The emergency bylaws are not in effect after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) binds the corporation; and
(b) may not be used to impose liability on a corporate director, officer, employee, or agent.
(4) For purposes of this section, an emergency exists if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
History: En. Sec. 27, Ch. 411, L. 1991.