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HomeMy WebLinkAbout009 - Appendix I - BylawsAfter recording, return original to: Crowley Fleck PLLP Attn: Lucas H. Forcella P.O. Box 2529 Billings, MT 59103 BYLAWS OF TURNROW MASTER ASSOCIATION ARTICLE I - GENERAL PROVISIONS 1.1 Legal Description. These Bylaws (“Bylaws”) apply to Turnrow Master Association (“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 are adopted by the Board of Directors of the Corporation (the “Board”) and by the Declarant under the Declaration, as the owner of the Property. ARTICLE II - 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 of Covenants, Conditions, and Restrictions for Turnrow Master Development, recorded _______________, 20___, as Document No. ____________, in the records of Gallatin County, Montana, as such may be amended, restated or finalized from time to time. ARTICLE III - MEMBERSHIP VOTING RIGHTS 3.1 Membership. Every Owner shall be a Member of the Association (collectively, the “Members”), except that if an Owner has entered into a written lease of their Lot for a term equal to or greater than one year, the tenant under such lease shall be the “Member” for such Lot for the term of such lease. Each Member and the benefits and burdens relating to their membership (“Membership”) shall be appurtenant to the Lot held by an Owner. There shall be only one Membership attributable to each Lot within the Property. The Owner shall hold the Membership BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 2 appurtenant to that Lot and title to and ownership of the Membership shall automatically pass with ownership of the Lot. No person who is an Owner shall be entitled to opt out, resign, or withdraw from being a Member, regardless of whether any person uses or does not use any Facility or is the beneficiary of any function of the Association. The obligations of each Owner under this Master Declaration are mandatory, including, but not limited to, the payment of ongoing Assessments, and all obligations of each Owner set forth herein, regardless of when specific obligations arise or become payable during the term of any Owner’s ownership of a Lot are deemed to be an obligation incurred and a commitment made as of the date of such person becoming an Owner. If an Owner’s interest in a Lot is held by more than one person (whether as a tenancy in common, as a joint tenancy, or otherwise), the Membership appurtenant to such Lot shall be shared by all such persons in the same proportionate interest and by the same type of ownership as the Lot is held, subject to reasonable Board regulations and restrictions on voting, notices, and Assessment obligations. All such persons shall be jointly and severally obligated to perform the responsibilities of the specific Owner. 3.2 Voting Rights. 3.2.1. Appointment of Directors. Each Sub-Development shall have one Director on the Board to represent their Sub-Development. The board of directors of the association governing such Sub-Development (each such association, a “Sub-Association”) may appoint one member of the Sub-Association’s board to represent such Sub-Association in connection with the Association; if no member is appointed, the chair of the Sub-Association’s board of directors shall fulfill such role. 3.2.2. Other Voting Subjects. Except as to voting for Directors, each Member’s voting rights shall be in proportion to the square-footage in the Lot held by such Member as compared to the total square-footage of the Property (excluding any portion of the Property owned by the Association). 3.2.3. Voting Rights Generally. To the extent applicable, voting rights of a Member may be exercised by any officer, director, 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. 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. Absent written advice to the Secretary of the Association, if more than one person seeks to exercise the voting privilege with respect to a Member, such voting privilege shall be suspended pending written advice to the Secretary of the Association by the Member as to who may properly exercise such privilege. Neither the Association nor Declarant shall have any obligation to confirm 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 Member 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 Member. BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 3 3.3 Annual Meeting. The annual meeting of the Members shall be held in the month of December, or such month thereafter that is determined reasonably practical, at a date, time and place to be set by the Board. 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 interests 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. 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, the Secretary, or the officer or persons calling the meeting, to each Member of record entitled to vote at such meeting at the address for such person on the records of the Association, or at his, her or its last known address. 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. If notice is given electronically, such notice shall be deemed to be given one (1) day after the date when sent to the Member, unless the sender receives an automatically generated indication that the email was not timely or actually delivered. If notice is delivered by facsimile, such notice shall be deemed to be delivered upon facsimile confirmation. 3.6 Quorum. Members holding a majority of the voting rights entitled to vote present, 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 Members holding a majority of the voting rights entitled to vote, 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. To be effective, all proxies shall: (a) be in writing; (b) be filed with the Secretary of the Association before the appointed time of each meeting; (c) identify the person or persons authorized to exercise the proxy and the length of time it will be valid. Every proxy shall be revocable and shall automatically cease upon receipt of written notice by the Secretary of the Association of the dissolution of a Member, or upon the expiration of eleven (11) months from the date of the proxy. If the Member specifies a choice in its proxy, the vote may only 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 Telephonic Participation. Members may participate in a meeting of the Members by means of a conference telephone call or similar communication equipment through BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 4 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. ARTICLE IV - 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 Common Facilities 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 Facilities 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 (3) directors (“Directors”) who shall constitute the Board as the governing body of the Association. Upon expiration of the terms of the Initial Directors, the appointment of the Board shall be conducted at the annual meeting of the Members, with one Director being appointed by each Sub-Development for a one-year-term. Unless vacated sooner, each Director shall hold office until the Director's term expires and a successor is appointed or until such Director’s earlier death, resignation or removal. To be appointed, a Director must be a Member in good standing (or, for Members that are entities, an officer, director, employee or agent of such Member). 4.3 Initial Board of Directors. The initial Directors shall be appointed by the Declarant and need not be Members (the “Initial Directors”). Each Initial Director shall serve until the earlier of (i) the end of the Declarant Control Period and (ii) a date on which Declarant voluntarily relinquishes its rights to appoint Initial Directors. Until the earlier of (i) the end of the Declarant Control Period and (ii) a date on which Declarant voluntarily relinquishes its rights to appoint Initial Directors, the Declarant, in its sole and absolute discretion, shall be entitled to fill by appointment any vacancy in the Initial Directors or to remove any Initial Director. Notwithstanding any other provision of these Bylaws to the contrary, the Members shall have no power to remove the Initial Directors nor to appoint any additional or successor Director until the earlier of (i) the end of the Declarant Control Period and (ii) a date on which Declarant voluntarily relinquishes its rights to appoint Initial Directors. 4.4 Annual Meetings. The annual meeting of the Board shall be held each fiscal year (January 1 through December 31) in the first week of October, or at a time and place designated by the Board. 4.5 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. BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 5 4.6 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 given one (1) day after the date when sent, unless the sender receives an automatically generated indication that the email was not timely or actually delivered. 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) 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 (b) such Director files a written dissent with the person acting as secretary of the meeting before the adjournment or immediately after adjournment of the meeting. 4.7 Quorum. At any meeting of the Board, attendance by Directors entitled to cast a majority of votes shall constitute a quorum. 4.8 Manner of Acting. Each Director shall have a vote in proportion to the square-footage in the Property of the Sub-Association which appointed such Director. For example, and in no way limiting the foregoing, if the Members of Sub-Division #1 collectively own 20.4 acres (including common spaces of such Sub-Division #1), and the Members of Sub- Division #2 collectively own 30.5 acres (including common spaces of such Sub-Division #2), the Director appointed by Sub-Division #1 shall have 20.4 votes and the Director appointed by Sub- Division #2 shall have 30.5 votes. The affirmative vote of Directors possessing a majority of the vote present at a meeting at which a quorum is present shall constitute the act of the Board. 4.9 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. 4.10 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. 4.11 Removal of Directors. After the earlier of (i) the end of the Declarant Control Period and (ii) a date on which Declarant voluntarily relinquishes its rights to appoint Initial Directors, each Sub-Association may remove a Director, with or without cause, by appointing another person to serve in the place of such Director. A Director may be removed by a Sub-Association 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. 4.12 Resignation. A Director may resign at any time by giving written notice to the Board, the President or the Secretary 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 BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 6 specified, then upon receipt thereof by the Board or such officer. The acceptance of the resignation shall not be necessary to make it effective. 4.13 Vacancies. After the earlier of (i) the end of the Declarant Control Period and (ii) a date on which Declarant voluntarily relinquishes its rights to appoint Initial Directors, if a Director dies or resigns, the vacancy shall be filled by an appointment by the Sub-Association entitled to elect such Director or, if such appointment does not promptly occur, the remaining Board at a duly held meeting. A successor Director shall serve for the unexpired term of his or her predecessor. 4.14 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. 4.15 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 4.17 shall be contract rights, and any amendment to or repeal of this Section 4.17 (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 V - OFFICERS 5.1 Enumeration of Officers. The officers of the Association shall be a President, a Secretary and a 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. 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 or any other proper officer of the Association authorized by the Board, any deeds, mortgages, bonds, BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 7 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. 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. 5.7 Treasurer. 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 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. In general, the Treasurer shall perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Directors. The Treasurer may, with the consent of the Board, retain an accountant or bookkeeper to assist with or perform such duties. 5.8 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. 5.9 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 VI - 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. BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 8 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. ARTICLE VII - 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 any common facilities and other property for which the Association is responsible (“Common Facilities”), 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 Facilities 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 Ten Thousand Dollars ($10,000) in expense. All repairs, maintenance or other operations estimated as requiring Ten Thousand Dollars ($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 VIII - 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 Member. Such account shall designate the name and address of the Member, 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. 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 BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 9 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 IX - USE RULES AND REGULATIONS The Board may adopt such rules and regulations regarding use and operation of the Common Facilities as may be reasonably necessary, provided such rules and regulations are consistent with and are in compliance with the Declaration. ARTICLE X - ASSESSMENTS In compliance with the Declaration, the Board may authorize assessments against the Members. ARTICLE XI - AMENDMENT Until the earlier of (i) the end of the Declarant Control Period and (ii) a date on which Declarant voluntarily relinquishes its rights to unilaterally amend these Bylaws, Declarant may amend these Bylaws without the approval of the Members or the Board. Until the earlier of (i) the end of the Declarant Control Period and (ii) a date on which Declarant voluntarily relinquishes its rights to unilaterally amend these Bylaws, these Bylaws may not be amended, repealed or replaced without the prior written consent of Declarant. After the earlier of (i) the end of the Declarant Control Period and (ii) a date on which Declarant voluntarily relinquishes its rights to unilaterally amend these Bylaws, these Bylaws may be amended only by the affirmative vote or written consent of Members holding at least seventy-five percent (75%) of the interests entitled to vote in the Association. ARTICLE XII - 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 first day of January and end on the last day of December of every 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. [signature page follows] BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 10 The undersigned Secretary of the Association does hereby certify that these bylaws were adopted by the Board of Directors of the Corporation and by Virga Venture II, LLC, as the sole owner of Lots in Turnrow Master Development, as the Bylaws of Turnrow Master Association on _______________, 20__. _____________________________ [Name], Secretary STATE OF MONTANA ) : ss. County of [ ]) This instrument was acknowledged before me this ___ day of ________________, 20__, by [name], as the Secretary of Turnrow Master Association. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date first above written. [signature] Notary Public for the State of ( S E A L ) [printed name] Residing at: , (City) (State) My commission expires: ____________, 20___ (Month Day, Year) BYLAWS OF TURNROW MASTER ASSOCIATION PAGE 11 EXHIBIT A PROPERTY The West Half of the Southwest Quarter of the Northeast Quarter (W1/2SW1/4NE1/4) and the West Half of the East Half of the Southwest Quarter of the Northeast Quarter (W1/2E1/2SW1/4NE/14) of Section Twenty-seven (27), Township One (1) South, Range Five (5) East, M.P.M., Gallatin County Montana. Also, all that part of the West Half of the Northwest Quarter of the Northeast Quarter (W1/2NW1/4NE1/4) and of the West Half of the East Half of the Northwest Quarter of the Northeast Quarter (W1/2E1/2NW1/4NE1/4) of said Section Twenty-seven (27), Township One (1) South, Range Five (5) East, M.P.M., Gallatin County Montana, lying South of the right of way of interstate 90 and the access road to the South thereof heretofore deeded to the State of Montana. (Deed Reference: Film 8, Page 1756) The Northeast Quarter of the Northeast Quarter (NE1/4NE1/4) and the East Half of the East Half of the West Half of the Northeast Quarter (E1/2E1/2W1/2NE1/4) of Section Twenty-seven (27), Township One (1) South, Range Five (5) East, M.P.M., Gallatin County Montana. EXCEPTING THEREFROM that portion of the Burlington Northern Railroad right-of-way which traverses the above-described real property, and ALSO EXCEPTING THEREFROM that portion of the United States Interstate Highway No. 90 and that portion of Davis Lane which traverses the above described real property, as described in Bargain and Sale Deed recorded in Book 145 of Deeds, Page 293, records of Gallatin County, Montana. ALSO EXCEPTING THEREFROM that portion of the Northeast Quarter of the Northeast Quarter (NE1/4NE1/4) lying North and East of the Burlington Northern Railroad right-of-way. (Deed References: Film 191, Page 1537 and Document No. 2613316) The Southeast Quarter of the Northeast Quarter (SE1/4NE1/4), EXCEPTING THERFROM a parcel of land in the Southeast corner thereof adjoining the South and East lines which is 25 ½ rods in length East and West and 11 ½ rods in width North and South, of Section Twenty-seven (27), Township One (1) South, Range Five (5) East, M.P.M., Gallatin County Montana. ALSO EXCEPTING THEREFROM that portion of the United States Interstate Highway No. 90 and that portion of Davis Lane which traverses the above described real property, as described in Bargain and Sale Deed recorded in Book 145 of Deeds, Page 293, records of Gallatin County, Montana. (Deed Reference: Film 191, Page 1536)