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After recording, return to:
Griffith & Cummings, PC
P.O. Box 160748
Big Sky, Montana 59716
BYLAWS
OF
BOZEMAN COHOUSING CONDOMINIUM OWNER’S ASSOCIATION, INC.
ARTICLE 1 - GENERAL PROVISIONS
1.1 Legal Description. These Bylaws (“Bylaws”) apply to Bozeman Cohousing
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
Bozeman Cohousing 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.
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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 one vote per Residential Unit. If
ownership of any Residential Unit is vested in more than one person, then the vote
for such Unit shall be exercised as the co-owners of such Residential 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 Residential 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 Chair of
the Association, the Board, or the holders of not less than ten percent (10%) 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)
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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 Chair, 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 51% of the Residential 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, an on-line meeting forum and/or similar
communication equipment or a combination thereof through which all persons
participating in the meeting can hear/view each other at the same time. Participation
in this manner constitutes presence in person at a meeting.
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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 Board of Directors. The Board shall consist of 40 voting members (Directors).
Each Residential Unit shall be entitled to appoint one voting member to the Board
and one vote on the Board. The vote may be exercised by any Owner of a
Residential Unit unless the Owner or Owners have designated in writing a delegate
for purposes of exercising the vote as described below. If there is more than one
Owner of a Residential Unit and the Owners cannot agree as to how the vote is to
be cast on a specific issue, the vote allocated to that Residential Unit shall be
forfeited for purposes of that issue. If two or more Owners of a Residential Unit
cast a vote on a specific issue and the vote is consistent, only one vote shall be
counted. If the vote is inconsistent, the vote shall be forfeited. If only one vote is
cast by an Owner of a Residential Unit or that Owner’s delegate, the vote
conclusively shall be presumed to be the vote of all of the Owners of that
Condominium.
For all purposes herein, a “voting member” shall mean either the Owner or delegate
who has the right to exercise the vote of a Unit at a meeting of the Board.
Any Owner may appoint a delegate to attend the Board meetings, to exercise the
vote allocated to that Owner’s Unit, and to take any other action that the Owner
could take as if the delegate were the voting member. The appointment of the
delegate shall be effective on the date notice of the written appointment is delivered
to the chair of the Association or his or her designee for purposes of receiving such
notices, signed by all of the Owners of that Residential Unit. The delegate may
either be a tenant or non-Owner Occupant of the Owner’s Residential Unit.
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At least one Owner of a Residential Unit or the Residential Unit’s delegate are advised
to attend the monthly Board meetings. The Board shall have the right, at its discretion,
to establish Rules regarding attendance at Board meetings..
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 Chair of the Association or 10% 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 Emergency Meetings. Emergency meetings of the Board may be called by the Chair of
the Association anytime the Chair deems there is an emergency.
4.7 Notice. Notice of any annual or special meetings of the Board shall be given at
least ten (10) 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. Emergency meetings to not require only electronic
notice; however the Chair shall give written notice when possible.
4.8 Quorum. At any meeting of the Board, 51% of the total Directors shall constitute
a quorum.
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 and/or view each other during the meeting. A Director
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participating in a meeting by this means is considered to be present in person at the
meeting.
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 Chair, 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 Chair, 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.
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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 Chair. The Chair 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 Chair and such other duties as may be prescribed by
the Board from time to time.
5.6 Vice Chairs. In the absence or disability of the chair, the vice chairs, if any, in
order of their rank as fixed by the Board, or, if not ranked, a vice chair designated
by the Board shall perform all of the duties of the chair. When so acting, a vice
chair shall have all of the powers of and be subject to all of the restrictions on the
chair. The vice chair shall have such other powers and perform such other duties
as prescribed by the Board or these Bylaws.
5.6 Secretary. The Secretary shall serve on the Board and perform such duties as may
be directed by the Chair in conducting Association business. The Secretary shall
preside over any meeting in the absence of the Chair, 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
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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 Chair 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. The Treasurer
may, with the consent of the Board, retain an accountant or bookkeeper to assist
with or perform such duties. In general, the Treasurer shall perform all of the duties
incident to the offices of Treasurer and such other duties as from time to time may
be assigned to him or her by the Chair 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.
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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 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 Chair 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 Chair
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 ($20,000) in expense. All repairs, maintenance or other
operations estimated as requiring Twenty Thousand Dollars ($20,000) or more in
expense shall be initiated by the Chair 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 Chair 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
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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.
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.
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***
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IN WITNESS WHEREOF, we certify that these Bylaws for the Bozeman Cohousing
Condominium Owner’s Association Inc., was adopted by the Declarant, Bozeman Coho,
LLC.
ATTEST:
Bozeman Coho, LLC
___________________________________
By: , Manager
STATE of Montana )
: ss.
County of Gallatin )
On this ___ day of __________________, 20___, before me, a Notary Public in and for
said State, personally , Manager of Bozeman Coho, LLC and acknowledged to me that
he executed the same on behalf of the Declarant 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.
[SEAL]
__________________________________________
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EXHIBIT A
Description of Property
The following described real property located in Gallatin County, Montana:
The following described real property located in Gallatin County, Montana:
PARCEL 1: Tract B of Certificate of Survey No. 526, a tract of land located in the SW% of
Section 19, Township 2 South, Range 6 East, P.M.M., Gallatin County, Montana, according to
the official plat there of on file and of record in the office of the county Clerk and Recorder of
Gallatin County, Montana.
PARCEL 2: All that part of the Southwest Quarter of Section 19, Township 2 South, Range 6
East P.M.M., Gallatin County, Montana, more particularly described as follows, to-wit:
Beginning at the Northwest corner of the Southwest Quarter of said Section 19: thence East 30
feet: thence South 316.25 feet to the place of beginning; thence East parallel with the North line
of the said Southwest Quarter of said Section 19, 729 feet: thence South 258.75 feet: thence West
parallel with the North line of said Southwest Quarter of Section 19, 729 feet: thence North
258.75 feet to the place of beginning, as recorded in Film 65 of Deeds, Page 1961.
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