Montana Code Annotated
Part 7. Shareholders
35-14-724. Acceptance of votes -- other instruments

35-14-724. Acceptance of votes -- other instruments. (1) If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder.
(2) If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder if:
(a) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(b) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment;
(c) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment;
(d) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment; or
(e) two or more persons are the shareholder as co-tenants or fiduciaries, the name signed purports to be the name of at least one of the co-owners, and the person signing appears to be acting on behalf of all the co-owners.
(3) The corporation is entitled to reject a vote, ballot, consent, waiver, shareholder demand, or proxy appointment if the person authorized to accept or reject the instrument, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
(4) Neither the corporation, any person authorized by it, nor an inspector of election appointed under 35-14-729 that accepts or rejects a vote, ballot, consent, waiver, shareholder demand, or proxy appointment in good faith and in accordance with the standards of 35-14-722(2) or this section is liable in damages to the shareholder for the consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, shareholder demand, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
(6) If an inspector of election has been appointed under 35-14-729, the inspector of election also may request information and make determinations under subsections (1), (2), and (3). Any determination made by the inspector of election under those subsections is controlling.
History: En. Sec. 74, Ch. 271, L. 2019.

Structure Montana Code Annotated

Montana Code Annotated

Title 35. Corporations, Partnerships, and Associations

Chapter 14. Montana Business Corporation Act

Part 7. Shareholders

35-14-701. Annual meeting

35-14-702. Special meeting

35-14-703. Court-ordered meeting

35-14-704. Action without meeting

35-14-705. Notice of meeting

35-14-706. Waiver of notice

35-14-707. Record date for meeting

35-14-708. Conduct of meeting

35-14-709. Remote participation -- shareholder's meetings

35-14-710. through 35-14-719 reserved

35-14-720. Shareholders' list for meeting

35-14-721. Voting entitlements of shares

35-14-722. Proxies

35-14-723. Shares held by intermediaries and nominees

35-14-724. Acceptance of votes -- other instruments

35-14-725. Quorum and voting requirements -- voting groups

35-14-726. Action by single and multiple voting groups

35-14-727. Modifying quorum or voting requirements

35-14-728. Voting for directors -- cumulative voting

35-14-729. Inspectors of election

35-14-730. Voting trusts

35-14-731. Voting agreements

35-14-732. Shareholder agreements

35-14-733. through 35-14-739 reserved

35-14-740. Definitions -- derivative proceedings

35-14-741. Standing

35-14-742. Demand

35-14-743. Stay of proceedings

35-14-744. Dismissal

35-14-745. Discontinuance -- settlement

35-14-746. Payment of expenses

35-14-747. Applicability to foreign corporations

35-14-748. Shareholder action to appoint custodian or receiver

35-14-749. Judicial determination -- corporate offices -- review of elections and shareholder votes