State of the Nonprofit Regulatory Environment in MONTANA
1 Bifurcation of charitable regulatory body
Bifurcated Regulatory Structure
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
BIFURCD-BIFURC-NS
REGULATORY BODY: Not Specific
NOTES: Charitable Orgs Not Required to Register
Registration Office
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
BIFURCD-REGIOF-NS
REGULATORY BODY: Not Specific
2 Notice, Filing or Review of Transactions
Sale of Assets
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
MT Code § 35-2-617(7)
REGULATORY BODY: Attorney General
STATUTE TEXT:
NOTES: M.C.A. § 35-2-617(7)
REPORTS-ASSETS-OT
REGULATORY BODY: Other
NOTES: No
Mergers
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
REPORTS-MERGER-AG
REGULATORY BODY: Attorney General
NOTES: Religious or Public Benefit Corp. M.C.A. 35-2-609(2)
MT Code § 35-2-611
REGULATORY BODY: Other
STATUTE TEXT: 35-2-611. Articles of merger. After a plan of merger is approved by the board of directors and, if required by 35-2-610, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state, for filing, articles of merger setting forth: (1) the plan of merger; (2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (3) if approval by members was required: (a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (b) (i) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class; and (ii) a statement that the number cast for the plan by each class was sufficient for approval by that class; (4) if approval of the plan by some person or persons other than the members or the board is required pursuant to 35-2-610(1)(c), a statement that the approval was obtained. History: En. Sec. 126, Ch. 411, L. 1991.
NOTES: File with Sec. of State MCA 35-2-611; Court approval (Religious or Public Benefit Corp.) M.C.A. 35-2-609
Certificate of Amendments
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-AMMEND-AG
REGULATORY BODY: Attorney General
NOTES: No
MT Code § 35-2-225
REGULATORY BODY: Other
STATUTE TEXT: 35-2-225. Articles of amendment. A corporation that amends its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment’s adoption; (4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (b) (i) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class; and (ii) a statement that the number cast for the amendment by each class was sufficient for approval by that class; and (6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to 35-2-232, a statement that the approval was obtained. History: En. Sec. 114, Ch. 411, L. 1991.
NOTES: MCA 35-2-225
Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-FINANC-NS
REGULATORY BODY: Not Specific
3 Notice or Action for Dissolutions
Voluntary Dissolutions
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
MT Code § 35-2-722
REGULATORY BODY: Attorney General
STATUTE TEXT: 35-2-722. Notices to attorney general. (1) Except as provided in subsection (4), a public benefit corporation or religious corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice must include a copy or summary of the plan of dissolution. (2) Assets may not be transferred or conveyed by a public benefit corporation or religious corporation as part of the dissolution process until 20 days after it has given the written notice required by subsection (1) to the attorney general or until the attorney general has consented in writing to the dissolution or indicated in writing that the attorney general will not take action in respect to the transfer or conveyance, whichever is earlier. (3) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list must indicate the address of each person, other than creditors, who received assets and indicate what assets each received. (4) A public benefit corporation or religious corporation that is considered a nonprofit health entity, as defined in 50-4-701, is subject to the provisions of Title 50, chapter 4, part 7. History: En. Sec. 136, Ch. 411, L. 1991; amd. Sec. 21, Ch. 214, L. 2005; amd. Sec. 1286, Ch. 56, L. 2009.
NOTES: Religious and Pub. Benefit Corps. MCA 35-2-722
MT Code § 35-2-723
REGULATORY BODY: Other
STATUTE TEXT: 35-2-723. Articles of dissolution. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (a) the name of the corporation; (b) the date dissolution was authorized; (c) a statement that dissolution was approved by a sufficient vote of the board; (d) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) (A) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class; and (B) a statement that the number cast for dissolution by each class was sufficient for approval by that class; (f) if approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to 35-2-721(1)(c), a statement that the approval was obtained; and (g) if the corporation is a public benefit or religious corporation, that the notice to the attorney general required by 35-2-722(1) has been given. (2) A corporation is dissolved upon the effective date of its articles of dissolution. History: En. Sec. 137, Ch. 411, L. 1991.
NOTES: Filed with Sec. of State MCA 35-2-723
Judicial Dissolutions
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
MT Code § 35-2-728
REGULATORY BODY: Attorney General
STATUTE TEXT: 35-2-728. Grounds for judicial dissolution. (1) The district court may dissolve a corporation: (a) in a proceeding by the attorney general if it is established that: (i) the corporation obtained its articles of incorporation through fraud; (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) the corporation is a public benefit corporation and is no longer able to carry out its purposes; (b) in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, except as provided in the articles or bylaws of a religious corporation, if it is established that: (i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have or would otherwise have expired; (iv) the corporate assets are being misapplied or wasted; or (v) the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes; (c) in a proceeding by a creditor if it is established that: (i) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or (d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (2) Prior to dissolving a corporation, the court shall consider whether: (a) there are reasonable alternatives to dissolution; (b) dissolution is in the public interest, if the corporation is a public benefit corporation; and (c) dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. History: En. Sec. 142, Ch. 411, L. 1991.
NOTES: MCA 35-2-728
MT Code § 355.731
REGULATORY BODY: Other
STATUTE TEXT:
NOTES: File Decree with Sec. of State V.A.M.S. 355.731
Administrative Dissolutions
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
DISSOLV-ADMINI-AG
REGULATORY BODY: Attorney General
DISSOLV-ADMINI-OT
REGULATORY BODY: Other
4 Notice, Oversight or Filing of Hospital Conversions
Has Statute
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
MT Code § 50-4-701
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Mont. Code Ann. §§ 50-4-701 - 50-4-720
Requires Notice or Oversight
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
MT Code § 50-4-702
REGULATORY BODY: Attorney General
STATUTE TEXT:
NOTES: Mont. Code Ann. § 50-4-702
MT Code § 50-4-702
REGULATORY BODY: Other
STATUTE TEXT:
NOTES: Montana state auditor and ex officio commissioner of insurance, Mont. Code Ann. § 50-4-702
Requires Filing
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
MT Code § 50-4-707
REGULATORY BODY: Other
STATUTE TEXT:
NOTES: Mont. Code Ann. § 50-4-707
5 Audits
Requires Audit
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-AUDITS-NS
REGULATORY BODY: Not Specific
NOTES: No
Audit Threshold
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-THRESH-NS
REGULATORY BODY: Not Specific
6 Registration Law
Registration Law
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
MT Code § 30-14-1405
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: NONE; “a person engaged in solicitation for a religious, charitable, political, educational, or other noncommercial purpose or a person soliciting for a domestic or foreign nonprofit corporation that is registered [as a corporation] with the Montana secretary of state” is exempt from registration and bonding requirements of Montana’s telemarketing laws. MCA 30-14-1405
7 Exemptions from Registering for Specific Organization Types
Religious Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-RELIGI-NS
REGULATORY BODY: Not Specific
Small organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-SMALLO-NS
REGULATORY BODY: Not Specific
Educational Institutions
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-EDUCAT-NS
REGULATORY BODY: Not Specific
Governmental Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-GOVMNT-NS
REGULATORY BODY: Not Specific
Hospitals
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-HOSPIT-NS
REGULATORY BODY: Not Specific
Veterans organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-VETERA-NS
REGULATORY BODY: Not Specific
Foundations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDYES-NS
REGULATORY BODY: Not Specific
Foundations that don’t solicit contributions
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDNOS-NS
REGULATORY BODY: Not Specific
Charitable Trusts
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-CTRUST-NS
REGULATORY BODY: Not Specific
Parent-Teacher Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-PTOEDU-NS
REGULATORY BODY: Not Specific
Reports to congress
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-CONGRE-NS
REGULATORY BODY: Not Specific
Non-soliciting
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-NONSOL-NS
REGULATORY BODY: Not Specific
Fraternal/ Membership
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-MEMFRA-NS
REGULATORY BODY: Not Specific
Political Orgs
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-POLITI-NS
REGULATORY BODY: Not Specific
Other
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-OTHTYP-NS
REGULATORY BODY: Not Specific
8 Defined remedies
Dissolution
Regulatory Action: REMEDY
YES: A regulation is defined in the state
MT Code § 35-2-728
REGULATORY BODY: Not Specific
STATUTE TEXT: 35-2-728. Grounds for judicial dissolution. (1) The district court may dissolve a corporation: (a) in a proceeding by the attorney general if it is established that: (i) the corporation obtained its articles of incorporation through fraud; (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) the corporation is a public benefit corporation and is no longer able to carry out its purposes; (b) in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, except as provided in the articles or bylaws of a religious corporation, if it is established that: (i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have or would otherwise have expired; (iv) the corporate assets are being misapplied or wasted; or (v) the corporation is a public benefit corporation or religious corporation and is no longer able to carry out its purposes; (c) in a proceeding by a creditor if it is established that: (i) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or (d) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (2) Prior to dissolving a corporation, the court shall consider whether: (a) there are reasonable alternatives to dissolution; (b) dissolution is in the public interest, if the corporation is a public benefit corporation; and (c) dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. History: En. Sec. 142, Ch. 411, L. 1991.
NOTES: MCA 35-2-728
Removal of Board Members
Regulatory Action: REMEDY
YES: A regulation is defined in the state
MT Code § 35-2-423
REGULATORY BODY: Not Specific
STATUTE TEXT: 35-2-423. Removal of directors by judicial proceeding. (1) The district court for the judicial district of the county where a corporation’s principal office is located or, if the principal office is not located in the state, Lewis and Clark County may remove any director of the corporation from office in a proceeding commenced by the corporation, by its members holding at least 10% of the voting power of any class, or by the attorney general in the case of a public benefit corporation if the court finds that: (a) (i) the director engaged in fraudulent or dishonest conduct or in gross abuse of authority or discretion with respect to the corporation; or (ii) a final judgment has been entered finding that the director has violated a duty set forth in 35-2-416, 35-2-418, 35-2-435, or 35-2-436; and (b) removal is in the best interest of the corporation. (2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (3) If members or the attorney general commence a proceeding under subsection (1), the corporation must be made a party defendant. (4) If a public benefit corporation or its members commence a proceeding under subsection (1), they shall give the attorney general written notice of the proceeding. (5) The articles or bylaws of a religious corporation may limit or prohibit the application of this section. History: En. Sec. 82, Ch. 411, L. 1991; amd. Sec. 39, Ch. 240, L. 2007.
NOTES: Mont. Code Ann. § 35-2-423
9 Oversight of professional fundraisers
Does the state require registration by commercial fundraisers?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-COMREG-NS
REGULATORY BODY: Not Specific
Does the state require registration by fundraising counsel?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-COUNSL-NS
REGULATORY BODY: Not Specific
Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-VENTUR-NS
REGULATORY BODY: Not Specific
Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-NOTICE-NS
REGULATORY BODY: Not Specific
Does the state require specified disclosures to donors?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-DDONOR-NS
REGULATORY BODY: Not Specific
Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-CNTRCT-NS
REGULATORY BODY: Not Specific
Does the state require annual financial reporting by commercial fundraisers?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-ANNUAL-NS
REGULATORY BODY: Not Specific
Does the state require bonding of professional fundraisers?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-BONDNG-NS
REGULATORY BODY: Not Specific