HomeMy WebLinkAbout028 Condo BylawsAfter recording, return to:
Griffith & Cummings, PC
P.O. Box 160748
Big Sky, Montana 59716
BYLAWS
OF
LOFTS ON BEALL CONDOMINIUM OWNER’S ASSOCIATION, INC.
ARTICLE 1 - GENERAL PROVISIONS
1.1 Legal Description.These Bylaws (“Bylaws”)apply to Lofts on Beall
Condominium Owner’s Association,Inc.(“Association”),which governs the
property more particularly described on Exhibit A,together with any property
added to the Declaration (as defined in Section 2.2 below),as such may be
amended, restated or finalized from time to time.
1.2 Adoption.These Bylaws were adopted by the Declarant of the Condominiums
and the Board of Directors of the Corporation (the “Board”)as these are the first
bylaws adopted for the Association.
ARTICLE 2 - DEFINITIONS AND GOVERNANCE
2.1 Definitions.Unless otherwise defined herein,all terms used in these Bylaws
shall have the meanings set forth in the Declaration,as such may be amended,
restated or finalized from time to time.The definitions contained in the
Declaration are incorporated by reference herein.
2.2 Declaration.“Declaration”shall mean and refer to the Declaration for the Lofts
on Beall Condominiums,recorded on the _____day of ____________________,
20_____,as Document No.____________,records of Gallatin County,
Montana, as such may be amended, restated or finalized from time to time.
1 |Page
ARTICLE 3 - MEMBERSHIP VOTING RIGHTS
3.1 Membership.The members of the Association (the “Members”)shall be the
Unit Owners as set forth in the Declaration and membership in the Association
shall transfer in accordance with and otherwise be subject to the Declaration.The
Members shall be subject to and comply with all Governing Documents.
3.2 Voting Rights.Voting shall be based on the Percentage of Interest as set for the
in the Declaration.If ownership of any Unit is vested in more than one person,
then the vote for such Unit shall be exercised as the co-owners of such Unit
decide among themselves and advise the Secretary of the Association in writing
prior to any meeting or vote.Voting rights of an Owner that is not a natural
person may be exercised by any officer,director,partner,trustee,member,
manager,or other individual designated from time to time in a written instrument
describing and certifying the authority of such person provided to the Secretary of
the Association in writing prior to any meeting or vote.In a multiple interest
Owner situation or in the situation of an Owner that is not a natural person,absent
written advice to the Secretary of the Association,if more than one person seeks
to exercise the vote the voting privilege with respect to the Unit shall be
suspended.Except as otherwise expressly required by law,only Members in good
standing (not delinquent in the payment of dues or other fees owed to the
Association and not in violation of any provision of these Bylaws,the Declaration
or any other Governing Documents)are entitled to vote.Neither the Association
nor Declarant shall have any obligation to confirm,as among such multiple
interest Owners or with respect to an Owner which is not a natural person,which
of the persons has the right to exercise a vote.The written advice to the Secretary
of the Association shall state which person has authority to act on behalf of the
Unit Owner and include that person’s name,mailing and physical address,
telephone number and email address.The Association may rely on such notice
until such notice is updated by a Unit Owner.
3.3 Annual Meeting.The annual meeting of the Members shall be held each year at
a time and place determined by the Board of Directors,or such month thereafter
that is determined reasonably practical,at a date,time and place to be set by the
Board.The Members shall elect a Board and transact any other business that may
legally come before the meeting.
3.4 Special Meetings.Special meetings of the Members may be called by the
President of the Association,the Board,or the holders of not less than five percent
(5%)of the Percentage of Interest entitled to vote by written demand for a
meeting signed and dated by such Members,describing the purpose for which the
meeting is to be held,and delivered to any officer of the Association.Only
matters within the purpose(s)described in the notice for a special meeting of the
Members may be conducted at the special meeting.
2 |Page
3.5 Method of Calling Meetings.Written or printed notice stating the place,date
and time of the meeting,and,in case of a special meeting,the purpose or purposes
for which the meeting is called,shall be delivered not less than ten (10)nor more
than sixty (60)days before the date of the meeting,either personally,
electronically,by facsimile or by mail,by or at the direction of the President,
Secretary,and Treasurer,or the officer or persons calling the meeting,to each
Member of record entitled to vote at such meeting.If mailed,such notice shall be
deemed to be given three (3)days after the date when deposited in the United
States mail,with postage prepaid,addressed to the Member at his,her or its
address as it appears on the records of the Association,or at his,her or its last
known address.If notice is given electronically,such notice shall be deemed to
be delivered when sent.If notice is delivered by facsimile,such notice shall be
deemed to be delivered upon facsimile confirmation.
3.6 Quorum.Members representing a majority of the Units either in person or by
proxy,shall constitute a quorum at a meeting of Members.When a quorum is
present or represented at any meeting,the vote of a majority of the Members
present in person or represented by proxy,shall decide any question brought
before such meeting,unless the question is one upon which,by express provisions
of the Declaration,a different vote is required,in which case such express
provision shall govern and control the decision of such question.If less than a
quorum is present at a meeting,a majority of the Members entitled to vote and
present at such meeting may adjourn the meeting without further notice until a
quorum is present and represented.
3.7 Proxies.At all meetings of Members,each Member may vote in person or by
proxy.All proxies shall be in writing and filed with the Secretary of the
Association before the appointed time of each meeting.Every proxy shall be
revocable and shall automatically cease upon conveyance by the Member of his,
her or its Unit,or upon receipt of written notice by the Secretary of the
Association of the death or judicially declared incompetence of a Member,or
upon the expiration of eleven (11)months from the date of the proxy.The proxy
shall identify the person or persons authorized to exercise the proxy and the
length of time it will be valid.If the Member specifies a choice in his,her or its
proxy,the vote shall be cast in accordance with that choice.In addition,voting by
proxy shall comply with any other applicable requirements of Mont.Code Ann.
§ 35-2-539.
3.8 Electronic Participation.Members may participate in a meeting of the Members
by means of a conference telephone call or similar communication equipment
through which all persons participating in the meeting can hear each other at the
same time.Participation in this manner constitutes presence in person at a
meeting.
3 |Page
ARTICLE 4 - BOARD OF DIRECTORS
4.1 General Powers.The business and affairs of the Association shall be managed
by its Board.The Board shall in all cases act as a board,and they may adopt such
rules and regulations for the conduct of their meetings,the management of the
Association,and the use of the Common Elements as they may deem proper,not
inconsistent with these Bylaws,the Declaration and the laws of the State of
Montana.The Board shall also have the rights,duties and obligations specified in
the Declaration.The Board may employ a manager or management agent (a
“Manager”),to be compensated in an amount established by the Board,to
perform such duties and services as the Board shall authorize.The Board may
also retain accountants,lawyers and other professionals and advisors as it deems
necessary or advisable.The Board may employ personnel or contract for the
maintenance,upkeep and repair of the Common Elements or other property or
equipment owned or provided for the use of the Association.
4.2 Number and Qualification.The Association shall have not less than three (3)
directors (“Directors”)or more than five (5)who shall constitute the Board as the
governing body of the Association.The number of Directors may be increased
or decreased,but not fewer than three (3),from time to time by amendment of
these Bylaws.Unless vacated sooner,each Director shall hold office until the
Director’s term expires and a successor is elected or until such Director’s earlier
death,resignation or removal.The election of the Board shall be conducted at the
annual meeting of the Members.At such annual meeting,the Members in good
standing shall elect the Board.An elected Director must be a Member (or
representative of a Member)in good standing.At such election,the Members or
their proxies may cast their vote(s)for each vacancy.The persons receiving the
largest number of votes shall be elected.There shall be no cumulative voting.
Voting for Directors or for their removal may be by written ballot.
4.3 Election.The election of the Board shall be conducted at the annual meeting of
the Members.
4.4 Terms.Directors shall serve staggered terms of three (3)years.To achieve
staggered terms,the term of one (1)Director shall be for three (3)years,the term
of one or two (1-2)Directors shall be for two (2)years,and the term of one to two
(1-2)Directors shall be for one (1)year,and thereafter one Director shall be
elected each year and all such subsequently elected Directors shall serve terms of
three (3)years.Unless vacated sooner,each Director shall hold office until the
Director’s term expires and a successor is elected.
4 |Page
4.5 Annual Meetings.The annual meeting of the Board shall be held each fiscal
year beginning on the first day of January of each calendar year through the 31st
day of December in that same calendar year at a date,time and place designated
by the Board.
4.6 Special Meetings.Special meetings of the Board may be called by or at the
written request of the President of the Association or any of the Directors.The
person or persons authorized to call other meetings of the Board may fix the place
and time for the meeting.
4.7 Notice.Notice of any annual or other meeting of the Board shall be given at least
two (2)days prior to the scheduled meeting,by written notice delivered
personally,electronically or by facsimile transmission or mailed to each Director
at the address for such person on the books of the corporation.If mailed,such
notice shall be deemed to be delivered three (3)days after it was deposited in the
United States mail,with proper postage pre-paid.If notice is given electronically,
such notice shall be deemed to be delivered when sent.If notice be given by
facsimile,such notice shall be deemed to be delivered upon facsimile
confirmation.The participation of a Director at a meeting shall constitute a
waiver of notice of such meeting,except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened and such Director must file a written
dissent with the person acting as Secretary of the meeting before the adjournment
or immediately after adjournment of the meeting.
4.8 Quorum.At any meeting of the Board,a majority of the total Directors shall
constitute a quorum.
4.9 Manner of Acting.Each Director shall have one vote.The affirmative vote of a
majority of the Directors present at a meeting at which a quorum is present shall
constitute the act of the Board.However,the affirmative vote of a single Director
present at a meeting at which a quorum is present shall not be the act of the
Directors unless a majority of the Directors in office vote in favor of authorizing
such.
4.10 Action without Meeting.Action required or permitted to be taken at a Board
meeting may be taken without a meeting if the action is approved by all members
of the Board.The action must be evidenced by written consents (delivered
personally, electronically, by facsimile or by mail) signed by all Directors.
4.11 Attendance.All Directors may participate in a regular or special meeting
through the use of any means of communication by which all Directors
participating may simultaneously hear each other during the meeting.A Director
participating in a meeting by this means is considered to be present in person at
the meeting.
5 |Page
4.12 Removal of Directors.The Members may remove a Director,with or without
cause,by casting the votes of the Percentage of Interest that would be sufficient to
elect the Director.A Director elected by the Members may be removed by the
Members only at a meeting called for the purpose of removing the Director.The
meeting notice must state that the purpose or one of the purposes of the meeting is
removal of the Director.
4.13 Resignation.A Director may resign at any time by giving written notice to the
Board,the President,the Secretary or the Treasurer of the Association.Unless
otherwise specified in the notice,the resignation shall take effect at the date
specified in the notice or if such date is not specified,then upon receipt thereof by
the Board or such officer.The acceptance of the resignation shall not be
necessary to make it effective.
4.14 Vacancies.If a Director dies or resigns,the vacancy shall be filled by the
remaining Board at a duly held meeting,or by the sole remaining Director;
provided,however,a vacancy created by the removal of a Director by the
Members can be filled only by election by the Members.A successor Director
shall serve for the unexpired term of his or her predecessor.
4.15 Compensation.No Director shall receive compensation for any service rendered
to the Association as a Director.However,any Director may be reimbursed for
his or her actual expenses,if reasonable,incurred in the performance of his or her
duties as a Director.
4.16 Indemnification.The Association shall indemnify and advance expenses to any
present or former Director or officer of the Association to the fullest extent
authorized under Mont.Code Ann.§§35-2-446 through 35-2-452,as such may
be amended,or any successor statutes.The rights to indemnification and
advances set forth in this Section 4.16 shall be contract rights,and any
amendment to or repeal of this Section 4.16 (or any provision hereof)shall not
adversely affect any right to indemnification or advancement with respect to acts
or omissions of an indemnitee occurring prior to such amendment or repeal
(regardless of whether the proceeding relating to such acts or omissions is
commenced before or after such amendment or repeal).
ARTICLE 5 - OFFICERS
5.1 Enumeration of Officers.The officers of the Association shall be President,
Secretary and Treasurer,each of whom shall be appointed by the Board.Such
other officers and assistant officers as may be deemed necessary may be
appointed by the Board.
6 |Page
5.2 Term of Office.Each officer shall hold office until the earlier of his or her
successor being duly appointed, or his or her death, resignation or removal.
5.3 Resignation and Removal.Any officer or agent appointed by the Board may be
removed by the Board at any time,with or without cause.Any officer may resign
at any time by giving written notice to the Board.Such resignation shall take
effect at the date of receipt of such notice or at any later time specified therein,
and unless otherwise specified therein,the acceptance of such resignation shall
not be necessary to make it effective.
5.4 Vacancies.A vacancy in any office may be filled by the Board.The officer
appointed to such vacancy shall serve the remainder of the term of the officer he
or she replaces.
5.5 President.The President shall be the principal executive officer of the
Association and,subject to the control of the Board,shall in general supervise and
control all the business and affairs of the Association,including the filing of liens
for unpaid Assessments in accordance with the Declaration and the enforcement
activities of the Association.He or she shall,when present,preside at all
meetings of the Board.He or she may sign,with the Secretary,Treasurer or any
other proper officer of the Association authorized by the Board,any deeds,
mortgages,bonds,contracts,or other 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 or by the Declaration to some other officer or
agent of the Association,or shall be required by law to be otherwise signed or
executed,and in general shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board from time to time.
5.6 Secretary and Treasurer.The Secretary and the Treasurer shall serve on the
Board and perform such duties as may be directed by the President in conducting
Association business.The Secretary shall preside over any meeting in the
absence of the President,and shall perform such duties as may be specified and
exercise such powers as may be delegated by the Board.The Secretary shall keep
the minutes of the Board and Member meetings in one or more books provided
for that purpose,see that all notices are duly given in accordance with the
provisions of the Declaration and these Bylaws,be custodian of the Association
records,regulations,rules and resolutions and of the seal of the Association,if
any,and keep a register of the post office address of each Director which shall be
furnished to the Secretary by each Director,and in general perform all duties
incident to the office of Secretary and such other duties as from time to time may
be assigned to him or her by the President or by the Directors.If required by the
Board,the Treasurer shall give a bond for the faithful discharge of his or her
duties in such sum and with such surety or sureties as the Board shall determine.
He or she shall have charge and custody of and be responsible for all funds and
securities of the Association,receive and give receipts for moneys due and
7 |Page
payable to the Association from any source whatsoever,including Assessments,
and deposit all such moneys in the name of the Association in such banks,trust
companies or other depositories as shall be selected in accordance with the
Declaration.The Treasurer shall be responsible for the collection of periodic
Assessments to be collected.Further,the Treasurer shall record the Assessments
due and paid and shall prepare quarterly reports reflecting the Association’s
assets,including the Assessments due and paid and shall mail or otherwise
provide a copy of the quarterly reports to each Director.The Treasurer may,with
the consent of the Board,retain an accountant or bookkeeper to assist with or
perform such duties.In general,the Secretary and Treasurer shall perform all of
the duties incident to the offices of Secretary and Treasurer and such other duties
as from time to time may be assigned to him or her by the President or by the
Directors.
5.7 Salaries.The salaries of the officers,if any,shall be fixed from time to time by
the Board and no officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director.
5.8 Other Duties,Obligations and Rights.The officers shall have all the duties,
obligations and rights specified in the Declaration as well as those specified
herein.
ARTICLE 6 - CONTRACTS, LOANS, CHECKS AND DEPOSITS
6.1 Contracts.The Board may authorize any officer or officers,agent or agents of
the Association to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Association,and such authority may be general
or confined to specific instances.
6.2 Loans.No loans shall be contracted on behalf of the Association and no evidence
of indebtedness shall be issued in its name unless properly authorized by
resolution of the Board.Such authority may be general or confined to specific
instances.
6.3 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 officer or officers,agent or agents of the Association and
in such manner as shall from time to time be determined by resolution of the
Board.
6.4 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 may select.
8 |Page
ARTICLE 7 - MAINTENANCE
7.1 Annual Resolution.The Board shall adopt annually a resolution reflecting the
current year plan and budget for repair,maintenance and operation of the
Common Elements and other property for which the Association is responsible as
provided in the Declaration,and to perform other functions of the Association.
The President of the Association or the Manager,as determined by the Board,
shall implement this plan and the Treasurer shall pay for the expenses from
Association funds collected.
7.2 Repairs,Maintenance and Operation.Repairs,maintenance and operation of
the Common Elements and other property for which the Association is
responsible as provided in the Declaration shall be performed on an “as needed”
basis and the President of the Association or the Manager,as determined by the
Board,is authorized to initiate all repairs,maintenance and/or other operations
which are estimated to be less than Twenty Thousand Dollars and ($20,000)in
expense.All repairs,maintenance or other operations estimated as requiring
Twenty Thousand Dollars and ($10,000)or more in expense shall be initiated by
the President of the Association or the Manager only after the Board has adopted
a resolution specifically authorizing the expense,which may be authorized
individually or in a budget for the Association.Expenses for repair,maintenance
and operation shall be paid by the Treasurer of the Association from the
Association funds received as Assessments or otherwise consistent with the
Declaration.In order to implement maintenance or operation resolutions,the
President or the Manager may employ any personnel reasonably necessary to
properly effect said maintenance and repair.
ARTICLE 8 - BUDGET AND RECORDS
8.1 Budget.The Board shall draft and approve an annual budget for each fiscal year.
The budget may be amended by resolution of the Board.If no budget is adopted,
the last existing budget shall continue until amended by the Board.
8.2 Records.The Board shall keep detailed records of the actions of the Board,
including minutes of the meetings of the Board and minutes of the meetings of the
Members.The Board shall also keep detailed and accurate financial records in
chronological order of the receipts and expenditures of common obligations or of
individual obligations for which the Board is serving as the conduit for payment
of expenses.The Board shall also maintain an Assessment roll in which there
shall be an account for each Owner.Such account shall designate the name and
address of the Owner,the amount of each Assessment,the dates and amounts on
which the Assessment becomes due,the amounts paid upon the account and the
balance due on the Assessment.
9 |Page
8.3 Inspection by Members.The Members shall have the right to inspect and copy,
at the Member’s expense,at a reasonable time and location specified by the
Association,any of the records of the Corporation specified in,and in compliance
with,Mont.Code Ann.§§35-2-907 through 35-2-912.The Board may establish
reasonable rules with respect to any such inspection,including rules regarding
advance notice of an inspection and hours and days of the week when such an
inspection may be made.
ARTICLE 9 - RULES AND REGULATIONS
The Board may adopt such Rules and Regulations regarding use and operation of
the Common Elements as may be reasonably necessary,provided such Rules and
Regulations are consistent with and are in compliance with the Declaration.
ARTICLE 10 - ASSESSMENTS
In compliance with the Declaration,the Board may authorize Assessments against
the Units of Members.
ARTICLE 11 - AMENDMENT
These Bylaws may be amended only by the affirmative vote or written consent of
seventy-five percent (75%) of the Members.
ARTICLE 12 - MISCELLANEOUS
12.1 Conflicts.In the case of any conflict between the Articles and these Bylaws,the
Articles shall control;and in the case of any conflict between the Declaration and
these Bylaws, the Declaration shall control.
12.2 Fiscal Year.The fiscal year of the Association shall begin on the 1st day of
January of each calendar year and end on the 31st day of December of that same
calendar year. The fiscal year may be changed by resolution of the Board.
12.3 Severability.Whenever possible,each provision of these Bylaws will be
interpreted in such manner as to be effective and valid to the fullest extent
permitted by law.If any provision of these Bylaws is determined to be invalid,
illegal or unenforceable,the validity,legality and enforceability of the remaining
provisions of these Bylaws shall not be affected or impaired in any way.
***
10 |Page
11 |Page
IN WITNESS WHEREOF,we certify that these Bylaws for the Lofts on Beall
Condominium Owner’s Association Inc.,was adopted by the Declarant,DCI Financial,
LLC.
ATTEST:
DCI Financial, LLC,
a Texas limited liability company
____________________________
By: Michael Dundon
Its: Managing Member
STATE of ______________)
: ss.
County of ______________)
On this ____day of ______________,20___,before me,a Notary Public in and for said State,
personally appeared Michael Dundon as the Manager of DCI Financial,a Texas limited liability
company and Declarant and acknowledged to me that he executed the same on behalf of the
limited liability company pursuant to the power and authority vested in him.
IN WITNESS WHEREOF,I have hereunto set my hand and affixed my Notarial seal the day and
year written above.
__________________________________________
_______________________________ [print name]
Notary Public for the State of _________________
Residing at: _______________________________
My commission expires: _________ [mm/dd/yyyy]
12 |Page
EXHIBIT A
Description of Property
The following described real property located in Gallatin County, Montana:
[INSERT INFORMATION].
13 |Page