Montana Statewide Rule
Montana HOA Board Governance (Nonprofit Corporation Act, Title 35, Ch. 2)
Key Facts
- Governing act
- Mont. Code Ann. Title 35, Ch. 2 (Nonprofit Corporation Act)
- Annual meeting
- Required for member corporations (§ 35-2-526); failure does not void corporate action
- Special meeting
- Called on 5% written member demand (§ 35-2-527)
- Record inspection
- Member access on 5 business days' written notice (§ 35-2-907)
- Open meetings
- No HOA-specific statutory open-meeting/sunshine rule in Montana
Summary
Most Montana HOAs are nonprofit corporations governed by the Montana Nonprofit Corporation Act (Title 35, Ch. 2): an annual members' meeting (§ 35-2-526), special meetings on a 5% member demand (§ 35-2-527), required corporate records (§ 35-2-906), and member inspection on five business days' written notice (§ 35-2-907). Montana has no HOA-specific open-meeting statute.
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. Except as provided in 35-2-525 , 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.
Full Breakdown
The Nonprofit Corporation Act supplies the governance rules the declaration omits. Section 35-2-526 requires a member corporation to 'hold a membership meeting annually,' though 'failure to hold an annual or regular meeting... does not affect the validity of any corporate action'; remote meetings are allowed if the bylaws permit. Under § 35-2-527, a special meeting must be called when 'the holders of at least 5% of the voting power' sign and deliver a written demand stating its purpose. Section 35-2-906 requires keeping minutes, accounting records, and a member list; § 35-2-907 lets a member who gives 'written notice or a written demand at least 5 business days before' inspect and copy records, and, for accounting records and the member list, requires the demand be 'in good faith and for a proper purpose.' Note honestly: Montana has NO HOA-specific open-meeting (sunshine) statute; any right to attend board meetings comes from the declaration or bylaws.
Violations & Penalties
No fixed statutory fine. A member enforces these rights by civil action: to compel a special meeting (§ 35-2-527), records inspection (§ 35-2-907), or a court-ordered meeting (§ 35-2-528). Refusing a proper five-business-day inspection demand is a statutory violation a court can order corrected, and a member may also seek court-ordered inspection under § 35-2-909.
Frequently Asked Questions
Are Montana HOA board meetings open to members?
Can I inspect my Montana HOA's records?
How do members call a special meeting of a Montana HOA?
Sources
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