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HomeMy WebLinkAboutAppendix L Bylaws for Mill Yard Condo -draft1 Recorded Document to: Bangtail Partners, LLC P.O. Box 10195 Palo Alto, CA 94303 BYLAWS OF THE ASSOCIATION OF UNIT OWNERS OF MILL YARD CONDOMINIUM OWNERS ASSOCIATION, INC. ARTICLE I PURPOSE AND APPLICATION These Articles are and shall be the Bylaws of the Association of Unit Owners of the MILL YARD CONDOMINIUM OWNERS ASSOCIATION, INC., (the "Association”). These Bylaws are in addition to the rules and regulations for the Association contained in the Declaration for MILL YARD CONDOMINIUM, recorded at Document Number _________ on __/__/19 with the Gallatin County Clerk and Recorder. These Bylaws shall, upon being recorded with the Clerk and Recorder of Gallatin County, State of Montana, govern and control the administration of the MILL YARD CONDOMINIUM. In the event of any inconsistency between these Bylaws and the Declaration, these Bylaws shall control. All Unit Owners, their employees, business invitees, guests and any renters or sublessees, present and future, shall have the rights and responsibilities described in these Bylaws and shall be subject to the provisions thereof. The acquisition of an ownership interest in a unit in the MILL YARD CONDOMINIUM signifies that the owner accepts, ratifies, and agrees to comply with these Bylaws. ARTICLE II MEMBERSHIP Persons owning a Unit in the MILL YARD CONDOMINIUM or an interest in a unit or owning a unit in any real estate tenancy relationship recognized by the State of Montana, shall be a member of the Association of Unit Owners ("Association"). An owner may not decline membership in the Association. Membership begins concurrently with the acquisition of an ownership interest and terminates at the time such ownership interest is terminated. Such 2 termination shall not relieve any owner of a liability for obligations incurred while a member of the Association; further, membership in the Association does not in any way negate or impair any owners' legal remedies, right to bring legal action, or defenses to any and all actions involving the Association, other Unit Owners, or the Management, which may arise from or be incidents of unit ownership. ARTICLE III OBLIGATIONS Each Unit Owner shall be obligated to comply with these Bylaws and the Declaration. Such obligations shall include, but not limited to, the paying of assessments levied by the Association, and the adherence to the protective covenants which are a part of the Declaration. Failure of any owner to abide by these Bylaws, and all rules made pursuant thereto, the Declaration, the County of Gallatin, and the State of Montana, shall be grounds for appropriate legal action by the Association of Unit Owners or by an aggrieved Unit Owner against such noncomplying Unit Owner. Each Unit Owner shall also comply with any applicable subdivision covenants, rules and regulations for the subdivision in which the Condominium is located. ARTICLE IV MEETING AND VOTING There shall be a regular meeting of the Association annually on the second Wednesday in October of each year, commencing in the year the MILL YARD CONDOMINIUM regime is established, or thereafter, on such other date properly announced by the Association. Pursuant to these Bylaws, the Association may at any time hold special meetings. Such special meetings may be called on the initiative of the Chairman of the Association, by the Board of Directors, a signed request by the Manager, or a petition signed by sixty percent (60%) of the Unit Owners. Notice of any special meeting must specify the reason for such meeting and the matters to be raised. Only matters set forth in the petition or request may be brought before such meeting. A. Notice. Notice of all meetings, regular or special, shall be mailed, personally delivered or sent by email (if Unit Owner has consented in writing to notices being sent by email and provided an email address) by the Association's Secretary to every Unit Owner of record at his/her/its address of record at least ten (10) business days prior, but not more than 60 days prior, to the time for holding such meeting. Such notice shall specify the date, time, and place of the meeting and shall make provisions to allow for the voting of each Unit Owner's interest by proxy or by written ballot, and to deliver the ballot by electronic voting, at the discretion of the Unit Owner. The mailing of a notice in the manner provided in this paragraph or the personal delivery of such notice by the Secretary of the Association shall 3 be considered as notice served. If delivered electronically, such notice shall be deemed delivered upon the Association’s transmittal of the electronic communication to the Unit Owner at the authenticated electronic identification designated by the Unit Owner for such communications. The Association shall maintain a list of the Unit Owners, pursuant to Mont. Code Ann. § 35-2-906, which list shall include the authenticated electronic identification designated by each Unit Owner. The “authenticated electronic identification" shall mean an e-mail address or other electronic identification designated by a Unit Owner for electronic communications. B. Quorum. No meeting, regular or special, shall be convened to conduct business unless a quorum is present in person or by proxy. A quorum shall consist of seventy-four percent (74%) of the total aggregate interest of the MILL YARD CONDOMINIUM. At any time, during any meeting that quorum is not present, such meeting shall be adjourned forthwith. ARTICLE V VOTING INTEREST A. Procedures. Each Unit at Association meetings shall have a vote equal to said Unit’s percentage of interest in the General Common Elements as set forth in the Declaration, a copy of which is being filed concurrently with the filing of these Bylaws with the Clerk and Recorder of Gallatin County, State of Montana. Upon the creation of an additional condominium regime within a Unit as more particularly described in the Declaration, the voting interest and all other rights of such additional condominium regime, and all references set forth herein to “Unit Owner” shall be deemed to apply to the Unit Owners Association of such additional condominium regime. The individual Unit Owners of an additional condominium regime shall not be considered as Members of MILL YARD CONDOMINIUM. The additional condominium regime Owners Association shall exercise the vote given to the Unit Owner in the MILL YARD CONDOMINIUM. In the event that Unit Owners of the same Unit (or a unit Owners Association of an additional condominium regime) cannot agree as to how to vote that Unit’s interest, said Unit’s vote shall be suspended for that particular matter. Voting upon matters affecting Limited Common Elements and assessments for Limited Expenses shall be only by owners having a Unit affected. In the event that a Unit is delinquent in payment of assessments, that Unit’s vote shall be suspended until such time as said delinquent assessment is brought current. Whenever a quorum is present at a meeting of the Association or the Board of Directors, those present may do any and all acts they are empowered to do unless specific provisions of these Bylaws, the Declaration, or the laws of the State of Montana direct otherwise. Each Unit shall have a voting interest on all matters affecting the general business of the MILL YARD CONDOMINIUM, on all matters affecting the Common Elements, assessments for the Common Elements, and on all matters upon which the Association has 4 agreed to have voting on the General Common Elements' interests. Voting upon matters affecting Limited Common Elements and assessments for limited expenses shall be only by owners having a unit or interest in units located in the Building affected. Unless a higher percentage is required in these Bylaws, or in the Declaration, a matter shall be deemed approved if it receives a majority of the total aggregate interest of the MILL YARD CONDOMINIUM (in person or by proxy) at a meeting with a quorum present. No member shall be entitled to vote during any period in which such member shall be in default in the payment of any assessment levied by the Association as set forth in the Declaration. The Association shall be permitted to take action by the vote of Unit Owners consenting in the form of a record provided electronically or by written ballot and to deliver a written ballot by electronic delivery, if a Unit Owner gives consent for such electronic delivery. “Vote" or "voting" shall include but is not limited to the giving of consent in the form of a record provided electronically or by written ballot and written consent. A Unit Owner’s consent to receive notice by electronic communication in a certain manner shall constitute consent to receive a ballot by electronic communication in the same manner. Whenever a quorum is present at a meeting of the Association or the Board of Directors, those present may do any and all acts they are empowered to do unless specific provisions of these Bylaws, the Declaration, or the laws of the State of Montana direct otherwise. A Unit owner voting electronically pursuant to this section shall be counted as being in attendance at the meeting for purposes of determining a quorum, pursuant to Article IV.B of these Bylaws. B. Proxies. Every person entitled to vote shall have the right to do so either in person, or by written proxy, signed by such person, and filed with the secretary of the Association. A proxy shall be deemed signed if the member's name is placed on the proxy, (whether by manual signature, typewriting, telegraphic transmission, facsimile or otherwise) by the member or the member's attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it prior to the vote pursuant to that proxy by a writing delivered to the Association stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Association before the vote pursuant to that proxy is counted; provided however, that no proxy shall be valid after the expiration of eleven ( 11) months from the date of the proxy unless otherwise provided in the proxy. C. Record Date. In order that the Association may determine the members entitled to notice of, or to vote at, any meeting or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. Members of 5 record at the close of business on the record date are entitled to notice and vote or to exercise their rights as the case may be, notwithstanding any transfer of any units on the books of the Association after the record date, except as otherwise provided by agreement or in the Montana Nonprofit Corporation Act. ARTICLE VI BOARD OF DIRECTORS The governance of the MILL YARD CONDOMINIUM shall be by a Board of Directors of three (3) Directors, elected by the Unit Owners except for the Declarant’s reserved rights hereunder. The Directors need not be Unit Owners. Such Board of Directors shall have all powers and responsibilities attendant to the general administration and control of the Association. Additionally, the Board of Directors shall have the authority necessary to carry into effect the powers and duties specified by these Bylaws. The Declarant shall appoint the three (3) members of the initial Board of Directors, who shall serve until the first annual meeting of the Members, which pursuant to Article IV, shall occur on the second Wednesday in October of each year, commencing in the year the MILL YARD CONDOMINIUM regime is established. Thereafter, until the earlier of the date on which 75% of the Units have been fully occupied or transferred by Declarant to a third party OR until September 1, 2024, the Declarant reserves the right to appoint two (2) members of the Board of Directors, with the third member of the Board of Directors to be elected by the Members. By express written declaration, the Declarant shall have the option at any time to turn over to the Association the total responsibility for electing and removing Members of the Board of Directors. A. Meetings. Meetings of the Board of Directors may be held at any place which has been designated in the notice of the meeting, or if not stated in the notice or there is no notice, designated in the Bylaws or by resolution of the Board of Directors. Immediately following, and at the same place as, each annual meeting of members, the Board of Directors shall hold without call or notice other than this bylaw a regular meeting for the purposes of organization, election of officers and the transaction of other business. Other regular meetings of the Board of Directors shall be held without notice at such time as from time to time may be fixed by the Board of Directors B. Special Meetings; Notice. Special meetings of the Board of Directors may be called at any time by the chairman or the secretary or any two Directors. Notice of the time and place of all special meetings shall be given to each Director by any of the following means: (i.) By personal delivery, or by telephone, facsimile or email at least 48 hours prior to the time of the meeting; or 6 (ii.) By first-class mail, postage prepaid, at least four days prior to the time of the meeting. C. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, are as valid as though it had been held at any meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed waived by any Director who attends the meeting without protesting before or at its commencement the lack of notice. D. Participation by Telephone. Members of the Board of Directors may participate in a meeting through the use of conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another. Participation in a meeting pursuant hereto constitutes presence in person at such meeting. E. Quorum and Action at Meeting. A majority of the authorized number of Board of Directors shall constitute a quorum for the transaction of business. Each Director shall have one (1) vote. Subject to the provisions of Montana Nonprofit Corporation Act, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors. F. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all Members of the Board of Directors individually or collectively consent in writing to the action. Such written consent shall have the same force and effect as a unanimous vote of the Board of Directors. G. Committees. The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors, designate one or more committees, each consisting of two or more Directors and each of which, to the extent provided in the resolution and as limited by the Montana Nonprofit Corporation Act, shall have all the authority of the Board of Directors. Further the Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Each committee shall serve at the pleasure of the Board of Directors. 7 H. Meetings and Action of Committees. Meeting and action of committees shall be governed by, and held and taken in accordance with, the provisions of this Article VI of these Bylaws, with such changes in context of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its Members except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt such other rules for the governance of any committee as are not inconsistent with the provisions of these Bylaws. ARTICLE VII OFFICERS OF THE BOARD OF DIRECTORS The Association shall elect from its membership or otherwise a Board of Directors which shall consist of a Chairman and Secretary/Treasurer, who shall serve for a term of one (1) year. If no new person is elected to an officer position after expiration of term, the officer must remain in office until a replacement is elected or appointed. The manner of election of the Board of Directors shall be as follows: At the first and all subsequent annual meetings of the Association, nominations for positions on the Board of Directors shall be accepted from any of the Unit Owners present. Voting shall take place by secret, written ballot. Each Association member shall have one (1) vote. Board of Directors members shall be elected by vote of the members present or voting by proxy at any annual meeting, with the persons receiving the largest number of votes being elected. There shall be no cumulative voting. The first Board of Directors consisting of three (3) people, as set forth in ARTICLE XV, shall serve until the first annual meeting of the Association, at which time a new Board of Directors shall be elected. ARTICLE VIII LIABILITY Members of the Board of Directors and their officers, assistant officers, agents and employees acting in good faith on behalf of the Association: (1) shall not be liable to the Unit Owners as a result of their activities as such for any mistake of judgment, negligence or otherwise, except for their willful misconduct or bad faith: 8 (2) shall have no personal liability in contract to a Unit Owner or any other person or entity under any agreement, instrument or transaction entered into by them on behalf of the Association in their capacity as such; (3) shall have no personal liability in tort to any Unit Owner or any person or entity, except for their own willful misconduct or bad faith; (4) shall have no personal liability arising out of the use, misuse or condition of the Property which might in any way be assessed against or imputed to them as a result of or by virtue of their capacity as such. ARTICLE IX POWERS AND DUTIES OF THE BOARD OF DIRECTORS The Board of Directors shall have the following powers and duties: A. To call annual meetings of the Association and give due notice thereof B. To conduct elections of the Board of Directors C. To enforce the provisions of the Declaration, Bylaws, and protective covenants of the MILL YARD CONDOMINIUM by appropriate action. D. To promulgate and adopt rules and regulations for the use of the Common Elements and for the occupancy of the units so as not to interfere with the peace and quiet of all the units. E. To provide for the management of the MILL YARD CONDOMINIUM by hiring or contracting with suitable and capable management and personnel for the day-to-day operation, maintenance, upkeep and repair of the General Common and Limited Common Elements. F. To levy assessments as allowed by the Declaration, these Bylaws and the State of Montana, and to provide for the collection, expenditure and accounting of said assessments. G. To pay for the expenses of the maintenance, repair and upkeep of the general Common Elements and the Limited Common Elements, and to approve payment vouchers either at regular or special meetings. H. To delegate authority to the Manager for the routine conduct of Association business, however, such authority shall be precisely defined with ultimate authority at all times residing in the Board of Directors 9 I. To provide a means of hearing grievances of Unit Owners and to respond appropriately thereto. To meet at regularly scheduled times and to hold such meetings open to all Unit Owners or their agents. J. To prepare an annual budget for the Association in order to determine the amount of the assessments payable by the Unit Owners to meet the general common and Limited Common expenses and allocate and assess such charges among the Unit Owners according to their respective interests in the General Common and Limited Common Elements. To levy and collect special assessments whenever, in the opinion of the Board of Directors, it is necessary to do so in order to meet increased operating or maintenance expenses, costs, or additional capital expenses, or because of emergencies. K. To take appropriate legal action to collect any delinquent assessments, payments or amounts due from Unit Owners, or from any person or persons owing money to the Association, and to levy a penalty and to charge interest on unpaid amounts due and owing. However, other than for the collection of delinquent assessments or accounts, the Board of Directors shall not initiate any litigation or lawsuit without prior approval of at least two-thirds (2/3rd's) of the aggregate interest of the Unit Owners in the Association. L. To defend in the name of the Association any and all lawsuits wherein the MILL YARD CONDOMINIUM is a party defendant. M. To enter into contracts necessary to carry out the duties herein set forth. N. To establish a bank account for the MILL YARD CONDOMINIUM, and to keep therein all funds of the Association. Withdrawal of monies from such accounts shall only be by checks signed by such persons as are authorized by the Board of Directors. O. In general, to act for and carry on the administration and affairs of the Association as authorized and prescribed by the Declaration, and to do all those things which are necessary and reasonable in order to carry out the governance and operation of the MILL YARD CONDOMINIUM. P. To arrange, keep, maintain and renew the insurance for the Association as set forth in the Declaration. Q. To receive and make payment for common utility expenses, including the power bill, for all of the condominium units. The pro-rata portion of the utility expenses shall be paid by the unit owners as part of, or in addition to, their condominium assessment, with the method of payment to be determined by the Board of Directors. 10 R. To carry out the duties and responsibilities of the Board of Directors in all other matters as may be authorized, needed or required by the Declaration. S. To make repairs, alterations, additions, and improvements to the general common and Limited Common Elements consistent with managing the Association in a first-class manner and in the best interest of the Unit Owners. T. To provide the perpetual maintenance of the General Common Elements and landscaping, the parking areas and driving lanes, and to make any assessments necessary for such maintenance as provided herein. Such maintenance shall specifically include the control of County declared noxious weeds. ARTICLE X VACANCIES AND REMOVAL Should a vacancy occur on the Board of Directors, the Board of Directors, subject to the exception described below, shall appoint a member of the Association to serve for the unexpired term. Such vacancy shall be filled no later than the next regular Board of Directors meeting after which it occurs. Should such vacancy not be filled by the Board of Directors at the next regular meeting of the Association, the Association may fill such vacancy. At any regular or special meeting of the Association, any member of the Board of Directors may be removed by a majority of the votes available for election of the Board of Directors. Such vacancy shall be filled by the Association. Such removal matter must be announced in the notice of such regular or special meeting. The personal delivery of such notice by the Secretary of the Association shall be considered notice served. ARTICLE XI COMPENSATION No member of the Board of Directors shall receive any compensation for acting as such. Nothing herein, however, shall be construed to preclude compensation being paid to Managers who are hired by the Board of Directors. ARTICLE XII MANAGERS The Manager shall be appointed and/or removed by the Board of Directors. The Manager (or any member of the Board of Directors or Association handling Association funds or having power to withdraw or spend such funds) shall be bonded if required by the Board of Directors and shall maintain the records of the financial affairs of the Association. Such records shall detail all assessments made by the Association and the status of payments of said assessments by all Unit Owners. All records shall be available for examination during normal business hours to any Unit Owner or his assigned representative. All functions and duties 11 herein provided for the Manager may be performed by the Board of Directors, or the Chairman, if the Board of Directors should decide not to have a Manager. A. Accounts. The receipts and expenditures of the Association shall be under the direction of the Manager and be classified as appropriate into general common expenses and limited common expenses, and shall include a provision for current expenses which shall include all receipts and expenditures to be made within the year for which the budget is made, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves or betterments. The balance in this fund at the end of each year shall be applied to reduce the assessments for current expenses for the succeeding year. Other budget items may be provided for in the discretion of the Manager. B. Budget. The manager shall prepare and submit to the Board of Directors each calendar year, a budget, which must be approved and adopted by the Board of Directors. The budget shall include the estimated funds required to defray the general common and limited common expenses and to provide and maintain funds for the foregoing accounts according to Generally Accepted Accounting Practices. Copies of the budget and proposed assessments shall be transmitted to each member on or before August 30 of the year preceding the year for which the budget is made. If the budget is subsequently amended, a copy of the amended budget shall be furnished to each member. C. Financial Report. An audit and financial report of the accounts of the Association may be made annually by a Certified Public Accountant, if required by the Board of Directors, and a copy of the report shall be furnished to each member no later than March 1st of each year for which the audit is made. The Manager shall generally operate and manage the Association for and on behalf of the Unit Owners and shall have such other powers and authority as the Board of Directors may designate. If there is no Manager or if the Manager resigns, is terminated or his contract expires, the Board of Directors shall perform all the duties of the Manager. ARTICLE XIII AMENDMENT OF BYLAWS These Bylaws may be amended at any regular or special meeting of the Association providing that a copy of the proposed revision is included in the notice of such meeting. 12 Upon a vote of over seventy-five percent (75%) of the aggregate interest in the Association, the amendment shall be declared adopted. The Secretary shall as soon as practicable after adoption, prepare a copy of these Bylaws as amended for certification by the Chairman and Secretary of the Association. Such amended and certified Bylaws shall then be filed and recorded in the office of the Clerk and Recorder of Gallatin County, State of Montana. Bylaws as amended shall become effective at the time of such recording. ARTICLE XIV ASSESSMENTS In accordance with the percentage of interest in the General Common Elements as set forth in the Declaration, each Unit Owner shall be assessed for general common expenses. Such assessments, and assessments for limited common expenses, shall be collected and paid according to the terms and under the procedures more particularly set forth in the Declaration. The amount of assessments described above, and any other assessments allowed by these Bylaws, the Declaration, and by the State of Montana, shall be fixed by the Board of Directors. Notice of each Unit Owner’s assessments shall be mailed to said owner at his address of record. ARTICLE XV MISCELLANEOUS A. Records and Inspection Rights. The Association shall keep such records (including member's lists, accounting books, minutes of meetings and other records) as are required by the Montana Nonprofit Corporation Act, and these records shall be open to inspection by the Directors and Members of the Association to the extent permitted by the Montana Nonprofit Corporation Act. B. Availability The Owners Association shall make available to Unit Owners, lenders and the holders and insurers of the first mortgage on any unit, current copies of the declaration, by-laws and other rules governing the condominium, and other books, records and financial statements of the Owners Association. The Owners Association also shall be required to make available to prospective purchasers’ current copies of the declaration, by-laws, other rules governing the condominium, and the most recent annual audited financial statement if such is prepared. C. Checks. Drafts. Evidences of Indebtedness. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of, or payable to, the Association, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. 13 D. Execution of Corporate Contracts and Instruments. The Board of Directors may authorize any officer or officers or agent or agents, or appoint an attorney or attorneys-in-fact, to enter into any contract or execute any instrument in the name of, and on behalf of, the Association, and this authority may be general or confined to specific instances; and unless so authorized or appointed, or unless afterwards ratified by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose of for any amount. E. Transfer of Control. Except for those rights specifically reserved by Declarant to expand the condominium as set forth in Article IV of the Declaration, the Declarant shall relinquish all retained rights to appoint Members of the Board of Directors, and all such rights and authority shall pass to the Unit Owners within the project, upon the earlier of the date on which (i) 75% of all Units have been fully occupied or have been transferred by Declarant to a third party OR (ii) on September 1, 2024. This shall however not include Declarant’s reserved right to create Sub-Units. The foregoing requirement shall not affect the Declarant's rights, as a Unit Owner, to exercise the votes allocated to units which it owns. F. Owners Association's Rights and Restrictions. The Association is granted a right of entry upon unit premises and any Limited Common Elements to affect emergency repairs, and a reasonable right of entry thereupon to effect other repairs, improvements, replacement or maintenance deemed necessary. The Association is granted the right to grant utility easements under, through or over the Common Elements, which are reasonably necessary to the ongoing development and operation of the project. ARTICLE XVI THE DECLARATION The undersigned has filed, along with these Bylaws, a Declaration whereby the properties known as the MILL YARD CONDOMINIUM are submitted subject to Title 70, Chapter 23, M.C.A. The Declaration shall govern the acts, powers, duties and responsibilities of the Association of Unit Owners, and in the event these Bylaws and the Declaration are in conflict, the Declaration shall prevail. The definition of terms set forth in the Declaration shall be applicable throughout these Bylaws and the interpretation thereof. 14 By virtue of these Bylaws and the Declaration, each Unit Owner has the right to membership in the Association of Unit Owners and any Unit Owner may be on the Board of Directors of the MILL YARD CONDOMINIUM. The MILL YARD CONDOMINIUM Association of Unit Owners and its Board of Directors shall have the primary and final authority on all matters solely affecting the condominium area, subject to the laws, rules and regulations of the City of Bozeman, the County of Gallatin and the State of Montana. IN WITNESS WHEREOF, the undersigned, as the Declarant and owner of record of all of the condominium units and 100% of the voting interests of the MILL YARD CONDOMINIUM as of the date hereof, hereby appoints the following three (3) people to serve on the initial Board of Directors and as officers until the first annual meeting of the Association, to-wit: GREG AVIS JON EVANS ERIK NELSON And, the Declarant, as 100% of the Unit Owners, and hereby declares and affirms the adoption of the foregoing Bylaws on the _____day of _____________, 2019. Bangtail Partners, LLC By:_________________________________ Its: Member STATE OF_______________) : ss County of ________________) On this________ day of _________________2019, before me a Notary Public in and for the State of _______________, personally appeared _____________________ known to me to be a Member of MILL YARD, LLC and the person who subscribed his name to the within instrument and acknowledged to me that he executed the same pursuant to the authority vested in him IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year above written. __________________________________ ___________________________________ Notary Public for the State of___________ (SEAL) Residing at__________________________ My Commission expires ______________