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HomeMy WebLinkAbout016 Bylaws of 2131 Graf Street Apartments POA Inc {D1020228.DOC / 3 TN728-111} BYLAWS OF 2131 GRAF APARTMENTS POA, INC. (2131 GRAF APARTMENTS PROPERTY OWNER’S ASSOCIATION) ARTICLE I DEFINITIONS Section 1. “Association” shall mean and refer to 2131 Graf Apartmenst POA, Inc., a not-for- profit corporation to be organized and existing under the laws of the State of Montana, its successors and assigns. Section 2. "Board of Directors" shall mean the Board of Directors of the Association as described in Article III hereof. Section 3. "Articles of Incorporation" shall mean the Articles of Incorporation of the Association as filed with the Montana Secretary of State’s Office. Section 4. "Declaration" shall mean the instrument headed "Declaration of Covenants, Conditions and Restrictions and Easements for 2131 Graf Street Minor Subdivision," recorded in the Clerk and Recorder’s Office for Gallatin County, Montana, including amendments or restatements filed hereafter. Section 5. “Lot” shall mean any the platted lots designated on the Final Plat of 2131 Graf Street Minor Subdivision filed for record at Instrument No. ______________ in the Office of the Clerk and Recorded of Gallatin County, Montana, as attached hereto as Exhibit “A” (the “Plat”), which include Lot 2, Block 1; Lot 2, Block 2; Lot 1, Block 2; and Lot 3, Block 1, but shall not include Lot 1, Block 1 Parkland. Section 6. “Owner” shall mean the record owner of the fee interest in any Lot. Section 7. “Members” shall refer to any Owner. ARTICLE II MEMBERS (OWNERS) Section 1. Eligibility. The members of 2131 Graf Apartments POA, Inc., shall be the Owners. Section 2. Secession. The membership of each Owner shall terminate when such party ceases to be an Owner, and upon the sale, transfer, or other disposition of its ownership interest in a Lot, the membership in the Association shall automatically be transferred to the new Owner succeeding to such ownership interest. {D1020228.DOC / 3 TN728-111} Section 3. Meetings. All meetings of the Members shall be held at such place in Gallatin County, Montana, and at such time as agreed upon by the Members prior to the date of such meeting. Section 4. Voting. The Members shall be entitled to one (1) vote for each Lot owned. ARTICLE III BOARD OF DIRECTORS Section 1. Number, Election and Term of Office. The Board of Directors of the Association shall consist of two (2) members (hereinafter referred to as "Directors"). Section 2. Qualification. The Directors shall consist of each Owner. Should any Owner transfer title to its Lot, the respective successor Owner shall assume the transferor's position as Director. Section 3. Annual Meetings. A regular annual meeting of the Board shall be held by the Owners. Section 4. Compensation. Directors shall receive no compensation for their services as Directors, unless expressly provided for in resolutions duly adopted by Owners. Section 5. Quorum. Two (2) Directors shall constitute a quorum. Section 6. Powers and Duties. The Board shall have the following powers and duties: a) To administer the affairs of the Association; b) To formulate policies for administration, management and operation of the common maintenance responsibilities for the Lots c) To adopt rules and regulations, governing the administration, management, operation and use of the Lots, and to amend such rules and regulations from time to time and to establish reasonable financial assessments for infractions thereof; d) To provide for the maintenance, repair and replacement of the Property and payments therefore, including any assessments; e) To enforce the Declaration as provided in the Declaration. Section 7. Power to Take any Action. Whenever in these By-Laws the Association is given the power to take any action, it is the intention of these By-Laws that the Board shall act for the Association in all cases. ARTICLE IV {D1020228.DOC / 3 TN728-111} OFFICERS AND THEIR DUTIES Section 1. Designation. Until such time as the Declarant Control Period has ended, the Officers of the Association shall be as follows: a) Will Ralph, President; b) Andrew Braxton, Secretary/Treasurer; and c) Jon Braxton, Vice President. The Officers of the Association shall be automatically selected on a rotating basis every two years as follows, commencing upon the sale of Lot 2, Block 1 and Lot 3, Block 1: a) The President shall be Owner of Lot 3, Block 1, and the Secretary/Treasurer shall be the Owner of Lot 2, Block 1 for the first two year period. b) Thereafter, the President shall be Owner of Lot 2, Block 1, and the Secretary/Treasurer shall be the Owner of Lot 3, Block 1. c) There shall be no Vice President after the Declarant Control Period terminates. Section 2. Officer Responsibilities. The Officer responsibilities are as follows: a) The President, who shall be a Director, shall preside over meetings of the Board; b) The Secretary/Treasurer, who shall keep the minutes of all meetings of the Board, financial records, and who shall, in general, perform all the duties incident to the office of Secretary/Treasurer. ARTICLE V BOOKS AND RECORDS The books, records, papers of the Association and the Declaration, Articles of Incorporation and By-Laws shall be available for inspection by any Member or to the holder, guarantor or insurer of any first mortgage at the principal office of the Association, during normal business hours where copies may be purchased at reasonable cost, or via electronic correspondence. Electronic requests shall be responded to by the Board of Directors within five (5) business days. ARTICLE VI AMENDMENTS {D1020228.DOC / 3 TN728-111} These By-Laws may be amended, at a regular or special meeting of the Members, by a vote of both Members. ARTICLE VII MISCELLANEOUS Section 1. The fiscal year of the Association shall begin on the first day on January and end on the 3lst day of December of every year, except that the first fiscal year shall begin on the date of incorporation. Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Bylaws shall control; and in the case of any conflict between the Declaration and these By- Laws, the Declaration shall control. __________________________________________ Will Ralph, Incorporator __________________________ Date