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HomeMy WebLinkAbout6.1 Bridger Vale Bylaws_03-22-2021After Recording Please Return to: Bridger Vale Owners’ Property Association Andy Ebbighausen PO Box 930 Manhattan, MT 59791 BYLAWS OF AND FOR THE BRIDGER VALE SUBDIVISION PROPERTY OWNERS’ ASSOCIATION, INC. THESE BYLAWS for the Bridger Vale Subdivision Property Owners’ Association, Inc. (“Association”) are made and entered into, pursuant to the Montana Nonprofit Corporation Act (“Act”), Section §§ 35-2-113, et seq., MCA, as amended and supplemented, this __ day of , 2021. These Bylaws shall, upon being recorded with the Clerk and Recorder of Gallatin County, Montana, govern and control the administration of the Association. ARTICLE I GENERAL PROVISIONS Section 1. Name. The name of the corporation is the Bridger Vale Subdivision Property Owners’ Association, Inc. Section 2. Office. The location of the principal office of the Association shall be 300 Bull Run, Belgrade, Montana, or at such place within Gallatin County as the Board of Directors may designate from time to time. Section 3. Applicability. The provisions of these bylaws are applicable to the Association, formed as a Montana nonprofit corporation to possess and exercise the powers and duties conferred under the Articles of Incorporation of and for the Bridger Vale Subdivision Property Owners’ Association, Inc. (“Articles”) and the Declaration of Covenants, Conditions and Restrictions for the Bridger Vale Subdivision (“Declaration”), which subdivision includes the land, the buildings, common areas, and all other improvements on it, all easements, rights, and appurtenances which belong to it, and all other property, personal or mixed, intended for use in connection with the property, described as follows: See EXHIBIT A. (“Property”). Bridger Vale Subdivision Bylaws 2 The Association is further formed to administer certain real property conveyed as common areas for the benefit of Owners in the Bridger Vale Subdivision. The Property in the Subdivision has been subject to the Declaration, as it sometimes may be amended from time to time, recorded in the real estate records of Gallatin County. Acquisition of any Lot, Commercial Lot, and Unit therein, in the Bridger Vale Subdivision will be sufficient to signify acceptance and ratification of the provisions of these Bylaws, the Articles, Declaration, any rules and regulations adopted hereafter adopted, pertaining to the use and operation of the Subdivision, as well as the laws of the City of Bozeman, County of Gallatin, and State of Montana, and an agreement to comply with them. The failure of any Owner to abide by these Bylaws, and all rules and regulations made pursuant thereto, the Articles, Declaration, and the laws of the City of Bozeman, Gallatin County, and the State of Montana, shall be grounds for appropriate legal action by the Association or by an aggrieved Owner against such non-complying Owner. Section 4. Powers and Purpose. The Association shall have all the powers of a nonprofit corporation enumerated and set forth the Montana Nonprofit Corporation Act and as set forth herein, in the Articles, and Declaration. The function and purposes of the Association are to carry out and conduct all corporate responsibilities enumerated in the Act, as the same exists from time to time, to carry out and conduct the business of a mutual benefit owners’ association, and as follows. a. Adoption of Bylaws for the governance of the Association; b. General administration and management of the Subdivision and Association or contracting for the same; c. Maintenance, repair and replacement of or provision of maintenance, repair and replacement of common areas, as provided for in the Declaration, including the Park and/or Open Space, and the interior road and alley; d. Levying assessments and establishing the means and methods of collecting assessments and charges; e. Administer certain real property, including the common areas, as provided for in the Declaration, including the Park and/or Open Space, and the interior road and alley, for the benefit of Owners in the Subdivision, unless otherwise administered by the City; f. Entering into contracts or hiring of personnel for the management and administration of the affairs of the Association, including the maintenance, repair and replacement of common areas, as described above; and, g. Performance of all of the other powers, functions, and duties that may be required or permitted under the Declaration, or Rules and Regulations, as may be adopted by the Board from time to time. Except as to those matters specifically required to be performed by the Owners by the Act, Declaration, these Bylaws, or the rules and regulations adopted by the Board of Directors in accordance with these Bylaws, as the same may from time-to-time be adopted or amended, the Bridger Vale Subdivision Bylaws 3 foregoing responsibilities shall be performed by the Board of Directors (“Board”) or managing agent. Section 5. Definitions. Capitalized terms used and not defined in these Bylaws shall have the meanings set forth in the Declaration. Section 6. Compliance. The Developer and Declarant and every Owner and all those entitled to occupy a Lot, townhome, Commercial Lot, or Unit therein shall comply with these Bylaws. ARTICLE II MEMBERSHIP Section 1. Membership. All Owners shall automatically become a Member of the Association and be subject to these Bylaws. Such membership shall terminate without any formal action by the Association whenever such person ceases to own a Lot, Commercial Lot, or Unit therein, in the Bridger Vale Subdivision, however, such termination shall not relieve or release any such former Owner from any liability or obligation incurred under or in any way connected with the Association during the period of ownership and membership in the Association, or impair any rights or remedies of other Owners, either through the Board or directly, against a former Owner and member arising out of or in any way connected with ownership or membership and the covenants and obligations incident hereto. By purchasing a Lot, Commercial Lot, or Unit therein, each Owner acknowledges the foregoing and agrees that Owner will remain a Member of the Association for the entire ownership period. The membership rights and privileges of an Owner who is a natural person may be exercised by the Member or Members. The membership rights of an Owner that is a corporation, partnership or other legal entity may be exercised by any officer, director, partner, or trustee, or by any other individual designated by the Owner in a written instrument provided to the Association. Section 2. Members; Class of Membership. Member and Owner are defined in the Declaration, which definitions shall apply to all references to “Member” and “Owner” in this document. Each Owner shall be a Member as defined in the Declaration and each agrees to abide and be bound by these Bylaws, the Articles, Declaration, and any rules and resolutions of the Association as may be adopted from time to time. For the sake of simplicity, the term Member or Owner may be used to apply to both Member and Owner in the remainder of these Bylaws. The Association will have one (1) class of membership. Section 3. Rights of Members. All Members have the same rights and obligations with respect to any matters involving the Association. All Members are entitled to the use and enjoyment of any common areas, in accordance with terms and conditions shown on all recorded subdivision plats and/or surveys of the Property, the Declaration, the Articles, these Bylaws, and any rules or regulations adopted by the Board of Directors in accordance with these Bylaws, as the same may from time-to-time be amended. Bridger Vale Subdivision Bylaws 4 Section 4. Membership Duties. Members shall have all duties imposed by the Declaration, the Articles, these Bylaws, and any rules and regulations adopted by the Board of Directors in accordance with these Bylaws, as the same may from time-to-time be adopted or amended. Section 5. Failure to Comply. Each Owner shall comply strictly with the provisions of this Declaration, the Bylaws of the Association, and the rules and regulations, decisions and resolutions of the Association adopted pursuant thereto, as the same may be lawfully adopted or amended from time to time. Failure to comply with any of the same shall be grounds for an action to recover sums due, for damages or injunctive relief or both, and other action allowed by law, and for reimbursement of all costs, including attorney fees incurred in connection therewith, which action shall be maintainable by the Board, or Association manager in the name of and with the approval of the Association, or in the proper case, by an aggrieved Owner. Section 6. Transfer of Membership and Succession. Membership in this Association is appurtenant to the Lot, Commercial Lot, or Unit therein, giving rise to such membership and, accordingly, is non-transferable except to the successor in title to the Lot, Commercial Lot or Unit therein, who satisfies the criteria for membership eligibility. Any transfer of title to a Lot, the Commercial Lot, or Unit therein, shall operate automatically to transfer membership in the Association to the new Owner thereof, subject to payment of all unpaid dues or assessments levied by the Association. The membership of each Owner shall terminate when said person or entity ceases to be an Owner, and upon the sale, transfer or other disposition of such person’s or entity’s ownership interest in the Lot, Commercial Lot, or Unit therein, said person’s or entity’s membership in the Association shall automatically be transferred to the new Owner succeeding to such ownership interest. Such termination shall not relieve any Owner of liability for obligations incurred while a Member of the Association. ARTICLE III MEETINGS Section 1. Annual Meeting. The annual meeting of the membership shall be held each year at a date and location determined by the Board of Directors. The place, day, and time of such meeting shall be contained in the notice of meetings described below at Section 3. The purpose of the annual meeting shall be for the election of the Board of Directors or filling any vacancies thereon, conducting an annual review of the Corporation’s past and future business and current financial condition, presentation of reports, and for the transaction of such other business of the Association as may come before the meeting. Until such time as all Lots (100%) have been sold or otherwise disposed of by the Developer, the Developer shall take all actions on behalf of the Association, except that Declarant may transfer Declarant’s interest in the Property or a portion thereof, with Declarant’s rights prior to formation of the Association. Declarant may, at Declarant’s discretion, exercise the option to turn over the Association to Owners at any time after fifty percent (50%) of the Lots are sold. Bridger Vale Subdivision Bylaws 5 Section 2. Special Meetings. Special meetings of the Members for any purpose or purposes may be called by the President, by the Board of Directors, or by a petition signed by fifty-one percent (51%) of the Members. Notice of any special meeting must specify the reason for the meeting and the matter(s) to be raised, as well as the place, date, and time of such meeting. Only matters set forth in the notice or petition may be brought before the special meeting. Section 3. Notice. Notice of all meetings, annual or special, shall be written or printed stating the place, date, and time of the meeting, and, in the case of a special meeting, the purpose or matter for which the meeting is called. Notice shall include a matter a Member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting; and the request is received by the secretary or president of the corporation at least ten (10) days before the notice of the meeting is given as provided herein. Notice shall be mailed to every Owner of record at his, her, or its address of record at least ten (10) business days but not more than thirty (30) days before the meeting date. Notice, consistent with the foregoing, may be delivered to an Owner of record by unsecured electronic email transmission upon the request of an Owner. Such mailed notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the Member at the address as it appears in the books of the Association, with postage thereon prepaid. Notices and other communications sent to Owners’ e-mail addresses shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement). It is the duty of each Member to advise the Association of his, her, or its current mailing address and email address. Personal delivery of such notice by the President or Secretary of the Association shall be considered as notice served. Section 4. Quorum. No meeting, annual or special, shall be conveyed to conduct business unless a quorum is present in person or by proxy. A quorum shall consist of fifty-one percent (51%) of the total aggregate interest of the Association. At any time, during any meeting, that quorum is not present, such meeting shall be adjourned forthwith. If the Secretary determines, after diligent effort has been made, that a quorum cannot be assembled for the adjourned meeting, the Secretary may petition the Board to establish a lower quorum requirement for the sole purpose of considering the business to have been transacted at the meeting originally called. If the Board determines that a lower quorum requirement is appropriate under the circumstances, due to the exigent nature of the business to have been transacted or for other good cause, it may establish such lower quorum requirement for the purposes of the adjourned meeting only. If the Board so determines, it shall record in the applicable resolution the specific reason or reasons for such action, and such action shall only be effective with respect to the adjourned meeting and shall not require or constitute an amendment to these Bylaws. Section 5. Order of Business. The order of business at all meetings of Members shall be as follows: Bridger Vale Subdivision Bylaws 6 a. Roll call and determination of presence of quorum; b. Proof of notice of meeting or waiver of notice; c. Reading of minutes of preceding meeting; d. Reports of officers; e. Reports of committees; f. Election of directors (at annual meeting); g. Unfinished business; h. New business; and i. Adjournment. Section 6. Conduct of Meetings. The President, or if not available, the Vice President shall preside over all meetings of the Association. The Secretary shall keep, or shall cause to be kept by assigning this duty to the managing agent or someone else, the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all votes and transactions occurring at the meeting. Standard rules of conduct shall govern the conduct of all meetings of the Association when not in conflict with the Declaration or these Bylaws. Votes shall be tallied by inspectors appointed by the President, or if not available, the Vice President. Section 7. Action by Members Without a Meeting. Unless otherwise provided by law, the Declaration, or herein required, any action required to be taken at a meeting of the Members (except for the election or removal of officers) may be taken without notice of a meeting if one or more written consents, setting forth the actions so taken, approved and signed by Members entitled to vote holding eighty percent (80%) of the voting power, is filed with the minutes and corporate records of the Association within ten (10) days of the action so taken without a meeting. Written notice of Member approval pursuant to this Section must be given to all Members, and specifically to those Members who did not sign the written consent. The consent signed under this Section has the effect of a meeting vote and may be described as a vote ten (10) days after written notice is given. ARTICLE IV VOTING Section 1. Voting Rights of Members. The Association shall have one class of voting membership, as provided in Article II, Section 2. The Owners shall be entitled to one (1) vote for each Lot, the Commercial Lot, and each Unit. When more than one person owns an interest in a Lot, the Commercial Lot, or a Unit therein, the vote of such Lot shall be exercised as they among them determine, but in no event shall there be more than one vote per Lot, Commercial Lot, or Unit therein. Bridger Vale Subdivision Bylaws 7 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 Articles, Declaration, or federal, state, or local law direct otherwise. No Owner may vote at any meeting, or be nominated or elected to serve on the Board of Directors, or as an officer of the Association, if, at the time of such meeting, nomination or election, the Owner is delinquent in the payment of any Assessments or has been determined by the Board to be otherwise in violation of any of the Declaration, these Bylaws, or the rules and regulations adopted by the Board of Directors in accordance with these Bylaws. This disqualification shall continue until such time as the Owner has paid such delinquent Assessments or such other violations have been cured. Section 2. Proxy. A vote may be cast in person or by proxy. Proxies shall be duly executed and in writing, shall be valid only for the particular meeting designated therein, and must be filed with the Secretary at least one day prior to the meeting date stated in the notice of the meeting. Such proxy shall be deemed revoked only upon actual receipt by the person presiding over the meeting of notice revocation from the Owner of such townhome. No proxy shall be valid for a period in excess of one hundred eighty (180) days after the execution thereof. ARTICLE V BOARD OF DIRECTORS Section 1. Number and Qualifications. The Association must have a Board of Directors, which shall be comprised of not fewer than three (3) Members, subject to the requirements of the Declaration. The numbers of Directors may be increased or decreased by amendment to these Bylaws, but shall not be less than three (3). Section 2. General Powers. The Directors shall manage the business and affairs of the Association, and in all cases, act as a Board, and may adopt such rules and regulations for the conduct of their meetings and the management of the Association as they may deem proper, not inconsistent with the Declaration, these Bylaw and the laws of this State. The Directors further shall, in general: a. act for and carry on the administration and affairs of the Association as authorized and prescribed by the Articles, Declaration, and these Bylaws, and to do those things which are reasonable and necessary in order to carry out the governance and operation of the Association; b. carry out the duties and responsibilities of the Board in all other matters as may be authorized, needed or required by the Declaration; c. have all powers and duties referred to in the Articles, Declaration or these Bylaws or the laws of the State of Montana; and, d. enforce the provisions of the Declaration and Bylaws of Association. Section 3. Specific Powers. In addition to the General Powers, the Board of Directors shall have the powers and duties to: a. call annual meetings of the Association and give due notice thereof; b. conduct elections of the Board of Directors; Bridger Vale Subdivision Bylaws 8 c. administer the affairs of the Association and the Subdivision; d. adopt Rules and Regulations, after written notice of the meeting called to adopt such Rules and Regulations is given to all Members, governing the administration, management, operation and use of the Subdivision and the common areas, interior road and alley, and to amend such Rules and Regulations from time to time. Such rules must be approved by two-thirds (2/3) of Members at any Regular or Special meeting of the Association; e. manage the Subdivision or to provide for the management of the Subdivision by hiring or contracting with suitable and capable management and personnel; f. pay the expenses of the Association, including taxes, assessments, and for the maintenance, repair and replacement of common areas, the interior road and alley, and other costs and obligations as provided in the Declaration, and to approve payment vouchers at either regular or special meetings; g. provide a means of hearing grievances of Members and to respond appropriately thereto; h. estimate and prepare the amount of the annual budget, to determine the amount of the assessments payable by Members for expenses related to the maintenance, repair and replacement of common areas, the interior road and alley, among other costs which may be included in such assessments; i. levy and collect annual 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; j. levy and collect special assessments whenever, in the opinion of the Board, it is necessary to do so in order to meet increased operating or maintenance expenses, costs or additional capital expenses, or due to emergencies; k. take appropriate legal action to collect any delinquent assessments, payments or amounts due from Members, or from any person(s) owing money to the Association, and to levy a penalty and to charge interest on unpaid amounts due and owing, and to file liens and bring action for foreclosure as provided for in the Declaration. Other than for the collection of delinquent assessments or accounts, the Board shall not initiate any litigation or lawsuit without prior approval of at least two-thirds (2/3) of the aggregate interest of Members; l. defend in the name of the Association, any and all lawsuits wherein the Association is a party defendant; m. enter into contracts and agreements necessary to carry out the duties of the Association; n. establish a bank account(s) for the Association, and any accounts as necessary, to keep therein all funds for the Association. Withdrawal of monies from such accounts shall only be by checks signed by such persons as are authorized by the Board in accordance with these Bylaws; o. provide for the perpetual maintenance of the common areas, the interior road and alley, and to make any assessments necessary for such maintenance p. appoint committees of the Board; and, q. arrange, maintain and renew the insurance for the Association as set forth in the Declaration. Bridger Vale Subdivision Bylaws 9 Section 4. Execution of Documents. All agreements, contracts, deeds, leases, checks, and other instruments of the Association for expenditures or obligations in excess of Three Thousand Dollars ($3,000) shall be executed by two (2) Directors, as determined by the Board, and those in the amount of Three Thousand Dollars ($3,000), or less, may be executed by one (1) Director, as determined by the Board, or otherwise provided for in these Bylaws. Section 5. Number, Term, Election, Officers, Removal and Resignation. a. Number. The number of Directors of this Corporation shall be not less than three (3). Declarant shall have the authority vested in the Association until such time as all Lots (100%) have been sold or otherwise disposed of by Declarant, except that Declarant may transfer Declarant’s interest in the Property or a portion thereof, with Declarant’s rights prior to formation of the Association, or until Declarant, at Declarant’s discretion, exercises the option to turn over the Association to Owners at any time after fifty percent (50%) of the Lots are sold. At which time the last Lot has been sold or otherwise disposed of by Declarant, subject to the foregoing, or if the Association is sooner turned over to the Owners by Declarant, an election shall be held to duly elect the Board of Directors. b. Term. Directors shall be elected to terms of no more than four (4) years, which shall have the same start and ending times, with the exception of the first Board of Directors elected, in which one Member shall serve a three (3) year term, and one Member shall serve a two (2) year term, in order to accomplish staggered terms. c. Directors. Among the Board of Directors, a President, Secretary, and Treasurer must be elected. A Vice President may also be appointed or elected among the Directors. One person may simultaneously hold more than one office, but in any event the number of Directors shall not be less than three (3). d. Election of Directors. At each annual meeting, Members shall elect Directors, as needed, which shall hold office until a Director’s term concludes, and a successor is elected or until death, resignation, or removal in the manner herein provided. The term of office of each Director elected to fill a vacancy created by death, resignation or removal shall be the balance of the unexpired term. No Director shall serve more than two (2) consecutive terms, however, there shall be no limit on the total number of terms that a Director may serve. Nominations for Directors may be submitted from the floor at any meeting at which an election is to be held to fill a vacancy, or by petition of Members. Unless the Board otherwise determines, if there is a Vice President, the Vice-President shall be the successor to the President. (i) President. The President shall be the principal executive officer of the Association, subject to control of the Board. The President shall supervise and control all the business and affairs of the Association, preside at all meetings of the Members, and shall perform such other duties incident to the office of President as may arise and as may be prescribed by the Board. The President may sign, with the Secretary, or any other proper officer of the Association authorized by the Board, all instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, Articles, Bridger Vale Subdivision Bylaws 10 or Bylaws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed. (ii) Vice-President. If a Vice President is elected, in the absence of the President or in the event of the President’s death, inability to act, the Vice- President shall perform the duties of President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time-to-time may be assigned by the President or the Board. (iii) Secretary. The Secretary shall keep the minutes of all meetings of the Board and of the Members, or shall cause to be kept by assigning this duty to the managing agent or someone else, and shall see that all notices are duly given in accordance with the provisions of the Articles and Bylaws, compile the list of Members entitled to vote at any meeting of Members, be custodian of the Associations’ books and records, keep a register of the names and addresses of all Members, and, in general, perform all duties incident to the office of the Secretary and such other duties as from time-to-time may be assigned by the President or by the Board, and as otherwise provided in these Bylaws. The Secretary shall also perform those duties and responsibilities incident to the office of the Treasurer, as follows, unless the Board elects a Treasurer to perform these duties and responsibilities. (iv) Treasurer. The Treasurer shall have charge and custody of and be responsible for, all funds and securities of the Association, receive and give receipts for monies due and payable to the Association from any source whatsoever; keep a full and accurate record of all monies received and expended; deposit all monies in the name of the Association in such banks, trust companies or other depositories as the Board may from time- to-time select; establish and maintain such accounting and fiscal controls, including provision for annual financial statements and/or audits by outside accountants, if directed by the Board, and as in keeping with sound bookkeeping and accounting practices and the laws of the State of Montana; prepare, or assist outside tax preparers or accountants in the preparation of all required tax returns; send notice of levy of all dues or assessments and inform the Secretary of the names of all Members delinquent in payment thereof; and, in general, perform all of the duties incident to the office of a treasurer and such other duties as from time-to-time may be assigned to by the President or the Board. e. Removal and Resignation. Any or all of the Directors may be removed for cause upon the vote of two-thirds (2/3) of Members at a meeting called specifically for that purpose, upon notice being given. A Director may resign at any time by giving notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board, or such officer, and acceptance of the resignation shall not be necessary to make it effective. If a vacancy occurs, a special meeting of the Association shall be held for the purposes of an election to fill the vacancy. Bridger Vale Subdivision Bylaws 11 A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his or her predecessor. Section 6. Salaries or Compensation. All officers shall serve without salary and/or compensation. Section 7. Board Meetings, Special and Regular, Notice. a. Regular Meetings. A regular meeting of the Board shall be held, without additional notice other than this Bylaw, immediately after and at the same place as the Annual Meeting of Members. The Board may provide, by resolution, the time and place for the holding of additional regular meetings with notice being that in the resolution and by mail, facsimile, telephone, hand delivery, or email, at least ten (10) days prior to the date of such meeting. b. Special Meetings. Special meetings of the Board may be called by or at the request of the President or other presiding Member of the Board or upon written request of two (2) Directors. The person or persons calling such special meeting of the Board may fix the place for holding the special meeting called by them. c. Notice of Special Meetings. Notice of any special meetings of the Board shall be given at least five (5) business days previous thereto by written notice delivered personally, or by mail, facsimile transmission, or email, providing the date, time, place, and purpose of the meeting. If notice is given by facsimile transmission or email, such notice shall be deemed delivered on the date and at the time shown on the facsimile transmission report or email. If mailed, such notice shall be deemed delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. Section 8. Quorum, Proxies, Action Without Notice or Meeting a. Quorum and Manner of Acting. Except as otherwise provided in these Bylaws, at any meeting of the Board a majority of the Directors in office shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting without further notice. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise provided herein or by the Montana Non-Profit Corporation Act. In no event may a quorum consist of fewer than two directors. b. Proxies. At all meetings of the Board, a Director may vote by proxy executed in writing by the Director or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. c. Action Without Notice or a Meeting. The Board shall have the right to take any action in absence of notice or formally convened meeting which could be taken at a meeting, if such action is taken by all Directors, which must be evidenced by written description of the action taken by all Directors, signed by each Director, and by filing such approval with the Minutes of the proceedings of the Board within ten (10) days of the action so taken without a meeting. An action so Bridger Vale Subdivision Bylaws 12 approved shall have the same effect as if taken at a duly noticed and convened meeting of the Board at which a quorum was present. ARTICLE VI. CONTRACTS, CHECKS, AND DEPOSITS Section 1. Contracts. The Board may, in writing, authorize officer or officers or agent or agents to enter into a contract or execute and deliver an instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances, and, unless so authorized by the Board, no officer, agent, or employee shall have the power or authority to bind the Association by a contract or to pledge its credit or otherwise render it liable for any purpose or in any amount. Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Director or Directors as provided in these bylaws at Article V. Section 3. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE VII FISCAL YEAR The fiscal year of the Association shall run from January 1st to December 31st of each year. ARTICLE VIII WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any Member, Owner, or Director under the provisions of these Bylaws or under the provisions of the Articles, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance or participation of a Member, Owner, or Director at a meeting shall constitute a waiver of notice of such meeting, unless upon arriving at the meeting, or prior to any vote on a matter not noticed in conformity herewith, such Member, Owner, or Director objects to lack of proper notice and does not vote for or assent to any action or matter being voted upon. ARTICLE IX ASSESSMENTS Section 1. Levy of Assessments. The Board shall establish and levy all assessments necessary to carry out the purposes of this Association and as provided for by the Declaration. Bridger Vale Subdivision Bylaws 13 Section 2. Assessment Purpose; Amount. On an annual or quarterly basis, as determined by the Board, the Board shall, consistent with the Declaration, establish and levy such assessments as are necessary for payment of the costs of maintenance, repair, and/or replacement as provided in the Declaration, including, but not limited to maintenance for all stormwater facilities and common areas and facilities, and snowplowing of roads and alleys, landscaping and maintenance thereof, as well as Environmental Controls, as provided for in the Declaration, or other for acquisitions or other capital improvements as applicable, for the benefit of the Subdivision and Owners; for management and administration of the Association or common areas, liability and other insurance, taxes, if any; for purposes of deferring costs, including attorneys’ fees, incurred in connection with the Associations’ enforcement of the Bylaws or Declaration, or a reserve for the purpose of deferring, in whole or in part those costs; and any other amounts the Board may require to perform the normal duties of the Association during each fiscal year, and any other purpose or reason as determined reasonable, necessary and appropriate by the Board, as determined in conformity with standard accounting practices, and a portion as the Board considers adequate, necessary, and appropriate to meet the costs of the future needs of the Subdivision. Assessments may also be made for any purpose contemplated by the Declaration and for any purpose set out in the Act. The amount of such fund and levy of assessments shall be as the Board may, by resolution, from time-to-time establish. Any such assessment shall require a vote of a majority of the Board present at a meeting duly called for such purpose at which a quorum is present. Section 3. Assessments; Special Assessments. All assessments shall be fixed and levied at the same uniform rate equally against each Lot. The Commercial Lot assessments shall be as provided in the Declaration. No assessments will be levied against Lots owned by the Declarant. Assessments shall be collected on an annual basis, or quarterly, as the Board may determine. Notice of all assessments, amount thereof, the purpose for which it is made whether regular or special, an annual budget for expenditures and operation, and due date shall be delivered directly to each Owner, either personally or by first-class mail, postage prepaid according to the Notice provided for in the Declaration. The Board may levy a special assessment in order to raise funds for unexpected repair, replacement, operating, or other Association costs, insufficient operating or reserve funds, and for such other purposes as the Board in its discretion considers reasonable, necessary and appropriate, subject to the provisions for special assessments in the Declaration. Any such special assessment shall require a vote of a majority of the Board present at a meeting duly called for such purpose at which a quorum is present. Section 4. Default Assessments. Other assessments may be fixed and levied by the Board against Owners for fines, fees, penalties, interest, attorney fees and costs, and other such charges, related to any default, breach, or violation of the Declaration, these Bylaws, or rules and regulations adopted by the Board or Association by such Owner. If the expense of the Association is caused by a) the negligence or misconduct of an Owner, Owner’s family, occupant, employee, agent, licensee or invitee, or b) a violation of the Declaration, these Bylaws, or any rules and regulations adopted in accordance therewith, by an Owner, Owner’s family, occupant, employee, agent, licensee or invitee, the Association may, if it deems necessary or advisable, levy an assessment, penalties, charges, fees or fines against such Owner or Lot, Bridger Vale Subdivision Bylaws 14 Commercial Lot, or Unit in accordance with the Declaration and Bylaws. Any such assessment levied by the Association, and each penalty, fee, fine, or other charge imposed upon an Owner or Lot, Commercial Lot, or Unit, as a result thereof are referred to as a “Default Assessment” and shall be recoverable in the same manner as other assessments as provide for herein. Section 5. Notice. Notice of all assessments, amount thereof, the purpose for which it is made whether regular or special, an annual budget for expenditures and operation, and due date shall be delivered to each Owner, either personally, by email, or by first-class mail, postage prepaid to Owners at the addresses of record at least forty-five (45) days prior to the due date. Section 6. Payment. Assessments levied by the Board become due and payable within thirty (30) days of the date of personal delivery, mailing, or emailing of notice of assessments, after which thirty (30) days such assessments shall be delinquent. Upon becoming delinquent, such assessment shall bear interest at the highest legal rate then allowable, and subject to late fees in an amount determined by the Board. The Board shall take prompt action to collect any unpaid assessments that become delinquent. The Board and/or Association may bring an action at law against the Owner personally obligated to pay the same as further provided herein. No Owner may waive or otherwise not be liable for the assessments provided for herein. Notwithstanding anything contained in these Bylaws or the Declaration to the contrary, neither the Declarant nor any Lot owned by the Declarant shall be subject to any Assessments until such time as the Subdivision is turned over to the Association. Section 7. Assessment Accounts. Annual assessments shall be deposited in an Association account or reserve account to be used for the purposes provided herein and in the Declaration. Special assessments and default assessments as described in this Article IX may be held in separate Association accounts as deemed reasonable and prudent by the Board. Section 8. Enforcement; Liens and Foreclosures. Upon notice of assessment, each Owner against which an assessment is levied shall be personally obligated to pay the assessment. All assessments, and any interest and late fees, assessed but unpaid and chargeable to any Lot, Commercial Lot, or Unit shall constitute a lien on such Lot. To evidence such lien, the Board shall record a notice of assessment lien setting forth the amount of such indebtedness, the amount of accrued interest and late fees, the name of the Owner t, and description of the Lot, Commercial Lot, or Unit which notice shall be filed of record in the Office of the Gallatin County Clerk and Recorder, and shall constitute a lien against the Lot, Commercial Lot, or Unit against which assessment was made. Such lien shall attach from the date of recording. Upon recording of the assessment lien, the Association may bring action at law against the Owner personally obligated to pay the assessment, or foreclose the lien against the property in the same manner as a mortgage on real property, and the Association shall be entitled in any such action or foreclosure proceedings to recover its costs, expenses and reasonable attorney’s fees. Such lien shall continue until fully paid or satisfied. When such lien has been fully paid or satisfied, a notice releasing the lien shall be promptly filed. // // Bridger Vale Subdivision Bylaws 15 ARTICLE X AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of Members entitled to vote at a meeting of Members specially called for such purpose at which a quorum is present. The notice of meeting shall contain or be accompanied by the text of the proposed amendment and shall otherwise comply with the notice requirements herein. DATED this _____ day of , 2021. __________________________________________ Bridger Vale, LLC, Declarant By: Andy Ebbighausen Its: Member/Manager STATE OF MONTANA ) :ss County of Gallatin ) This instrument was ACKNOWLEDGED before me this _____ day of , 2021, by Andy Ebbighausen, Member/Manager, Bridger Vale, LLC, Declarant. (SEAL) Notary Public for the State of Montana Printed Name: Residing at: My Commission Expires: , 20 Bridger Vale Subdivision Bylaws 16 EXHIBIT “A” Legal Description Bridger Vale Subdivision P.U.D., Remainder Tract GLR-1 of COS 1221 Located in the SW 1/4, Section 31, T. 2 S., R. 6 E., of P.M.M., Gallatin County Montana