Free Montana Corporate Bylaws Template

Corporate bylaws are the internal rules a Montana corporation adopts to govern itself. Section 35-14-206 of the Montana Code Annotated covers them, as part of the Montana Business Corporation Act that took effect on 1 June 2020.

That date matters when you are choosing a starting point. Montana corporate bylaws drafted against the previous chapter may reference provisions the new Act replaced.

Four subsections, and the last two only bite where a corporation has outside investors.

Adoption and Contents

Subsection (1) directs the incorporators or the board of directors to adopt initial bylaws. Subsection (2) then permits any provision that is not inconsistent with law or the articles of incorporation.

Proxy Access and Reimbursement

Subsection (3) allows two optional bylaws. One requires the corporation to carry shareholder-nominated candidates in its proxy materials. A second requires reimbursement of a shareholder’s proxy solicitation expenses, with the limit that no such bylaw applies to an election whose record date precedes its adoption.

The Board Keeps Control of Process

Subsection (4) works alongside the amendment rules. Notwithstanding 35-14-1020(2)(b), shareholders amending, repealing, or adopting one of the subsection (3) bylaws may not limit the board’s authority to add or amend a condition or procedure attached to it, so long as the aim is a reasonable, practical, and orderly process.

How Amendment Interacts

Section 35-14-1020(2)(b) is the provision that would otherwise let shareholders lock the board out of a bylaw they adopted. Subsection (4) carves the proxy bylaws out of that mechanism.

The Act is genuinely new rather than amended. Montana replaced its business corporation chapter wholesale with effect from 1 June 2020, so section numbers, structure, and several defaults changed at once.

Older templates are the practical risk. A bylaw set assembled before that date may cite sections that no longer carry the same content, which reads badly to a lender or an investor even where the substance still works.

Check the citations in anything you inherit. Sections in the current Act sit under chapter 14 of Title 35, and a reference to the older chapter is a sign the document predates the rewrite.

Adopting Montana corporate bylaws happens inside the corporation, with no filing attached.

1. Incorporate first by filing your articles.
2. Choose the adopting group, since subsection (1) accepts the incorporators or the board.
3. Draft the bylaws, taking in meetings, quorum, directors, officers, and shares.
4. Add the optional proxy provisions from subsection (3) if outside investors are in view.
5. Adopt and minute the decision, noting the group that acted and the date.
6. Keep the signed set with your corporate records and reissue it after each amendment.