The failure to follow Montana law regarding membership approval is one the claims in the lawsuit. See:
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"55. The ACA BOD is authorized to conduct business outside the ordinary course of business (“OOCB”) only as permitted by the Montana Code Annotated (MCA), which provides it “may” do so only “if” approved by (2):
35-2-617. Sale of assets other than in regular course of activities. (1) A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property, which may include the good will, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is approved as required by subsection (2).
(2) Unless this chapter, the articles, the bylaws, or the board of directors or members, acting pursuant to subsection (4), require a greater vote or voting by class, the proposed transaction to be authorized must be approved:
(a) by the board;
(b) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
56. Approval as required by MCA § 35-2-617(2)(b) is a condition precedent to the organization obtaining proper authority to engage in the conduct (sale, lease, exchange or otherwise dispose of) under consideration.
57. In the absence of approval as required, an organization lacks legal the authority to engage in the proposed transaction, because the statute grants that authority only if and when: “ if the proposed transaction is approved as required by subsection (2).”
58. Applied here, ACA has completely ignored the requirements of the statute as a condition precedent to offering the HQ for sale, entering into a listing agreement or taking any action whatsoever to implement the decision it made unilaterally.
59. The ACA BOD lacked the authority to take any action to implement it’s unilateral decision (enter into a listing agreement, etc.) and, if the membership never approves the BOD decision, there never will be any authority for this renegade BOD to implement the unilateral decision.
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ACA put the cart out in front of the horse. The vote to approve failed, and all the effort by the listing agent and buyer was a total waste of time. ACA never should have taken steps to implement the sale decision until it complied with MT law and obtained membership approval as set forth above.
Jim Cossitt 2/7/26
