Montana Code Annotated
Part 8. Directors and Officers
35-14-862. Directors' action

35-14-862. Directors' action. (1) Directors' action respecting a director's conflicting interest transaction is effective for purposes of 35-14-861(2)(a) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by the qualified directors or after modified disclosure in compliance with subsection (2), provided that:
(a) the qualified directors have deliberated and voted outside the presence of and without participation by any other director; and
(b) if the action has been taken by a board committee, all members of the committee were qualified directors and either:
(i) the committee was composed of all the qualified directors on the board of directors; or
(ii) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board of directors.
(2) Notwithstanding subsection (1), when a transaction is a director's conflicting interest transaction only because a related person of the director is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule if the conflicted director discloses to the qualified directors voting on the transaction:
(a) all information required to be disclosed that is not violative of the duty, obligation, or rule;
(b) the existence and nature of the director's conflicting interest; and
(c) the nature of the conflicted director's duty not to disclose the confidential information.
(3) A majority, but no fewer than two, of all the qualified directors on the board of directors or on the board committee constitutes a quorum for purposes of action that complies with this section.
(4) If directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation or bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a board committee, in which directors who are not qualified directors may participate.
History: En. Sec. 131, Ch. 271, L. 2019.

Structure Montana Code Annotated

Montana Code Annotated

Title 35. Corporations, Partnerships, and Associations

Chapter 14. Montana Business Corporation Act

Part 8. Directors and Officers

35-14-801. Board of directors -- requirements -- functions

35-14-802. Qualifications of directors

35-14-803. Directors -- number -- election

35-14-804. Election of directors -- certain classes or series of shares

35-14-805. Terms of directors generally

35-14-806. Staggered terms for directors

35-14-807. Resignation of directors

35-14-808. Removal of directors by shareholders

35-14-809. Removal of directors by judicial proceeding

35-14-810. Vacancy -- board of directors

35-14-811. Compensation of directors

35-14-812. through 35-14-819 reserved

35-14-820. Meetings

35-14-821. Action without meeting

35-14-822. Notice of meeting

35-14-823. Waiver of notice

35-14-824. Quorum and voting

35-14-825. Committees of board

35-14-826. Submission of matters for shareholder vote

35-14-827. through 35-14-829 reserved

35-14-830. Standards of conduct for directors

35-14-831. Standards of liability for directors

35-14-832. Director's liability for unlawful distributions

35-14-833. through 35-14-839 reserved

35-14-840. Officers

35-14-841. Functions of officers

35-14-842. Standards of conduct for officers

35-14-843. Resignation and removal of officers

35-14-844. Contract rights of officers

35-14-845. through 35-14-849 reserved

35-14-850. Definitions -- indemnification and advance for expenses

35-14-851. Permissible indemnification

35-14-852. Mandatory indemnification

35-14-853. Advance for expenses

35-14-854. Court-ordered indemnification and advance for expenses

35-14-855. Determination and authorization of indemnification

35-14-856. Indemnification of officers

35-14-857. Insurance

35-14-858. Variation by corporate action -- application

35-14-859. Exclusivity

35-14-860. Definitions -- director's conflicting interest transactions

35-14-861. Judicial action

35-14-862. Directors' action

35-14-863. Shareholders' action

35-14-864. through 35-14-869 reserved

35-14-870. Business opportunities