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HomeMy WebLinkAboutOwnersAssociationDocuments 1 Bylaws of Upland Condominiums Owners Association, Inc. BYLAWS OF UPLAND CONDOMINIUMS OWNERS ASSOCIATION, INC. (A nonprofit corporation organized under the Montana Nonprofit Corporation Act) ARTICLE 1 SCOPE AND DEFINITIONS 1. The following are Bylaws of Upland Condominiums Owners Association, Inc., a nonprofit corporation organized under The Montana Nonprofit Corporation Act and located in Bozeman, Gallatin County, Montana (the "Association"), which govern the association of Unit Owners of the Upland Condominiums, (the "Condominium"), a condominium regime subject to the Montana Unit Ownership Act. 2. The Condominium is subject to the Declaration of Condominium for the Upland Condominiums (the "Declaration") dated the same date as these Bylaws and pertaining to the following property: Description. A tract of land in the Southwest One-quarter (SW1/4) of Section Thirty-five (35) Township One (1) South, Range Five (5) East, Montana Principal Meridian, in the City of Bozeman, Gallatin County, Montana, described as follows: Beginning at the South one-quarter (S1/4) corner of said Section 35; thence South 89 degrees 16'00" West on and along the South line of said Section 35, a distance of 330.52 feet to the true point of beginning; thence South 89 degrees 16'00" West on and along said South line a distance of 165.26 feet; thence North 0 degrees 05'30" West a distance of 527.17 feet; thence North 89 degrees 16'00" East a distance of 165.26 feet; thence South 0 degrees 05'30" East a distance of 527.17 feet to the true point of beginning. Survey recorded in Film 17, Page 1594, records of Gallatin County, Montana. 3. These Bylaws and the Declaration shall, upon being recorded with the Clerk and Recorder of Gallatin County, Montana, govern and control the administration of the Condominium. These Bylaws supplement the Declaration and the Declaration is made a part hereof by reference. To the extent of any conflict or inconsistency between the terms of these By- laws and the Declaration, the terms of the Declaration control. The definitions set forth in the Declaration apply to the terms used in these Bylaws unless the context states or clearly implies otherwise. All Unit Owners, their guests, any tenants, and any other occupants of a Unit, present and future, shall have the rights, obligations, and responsibilities described in these Bylaws and shall be subject to the provisions of them. These Bylaws shall be deemed to be 2 Bylaws of Upland Condominiums Owners Association, Inc. covenants imposed upon the land and Units, the Common Elements, and the use thereof, as well as any other property which may be annexed into the Condominium. By the acquisition of an ownership interest in a Unit in the Condominium, the Owner accepts, ratifies, and agrees to comply with these Bylaws. ARTICLE 2 MEMBERS AND VOTING RIGHTS 1. Subject to the qualifications set forth in paragraph 2 below, every Owner of record of a Unit shall be Member of, and together with all other Owners shall constitute the Members of the Association. Membership shall automatically cease when the record ownership of such Unit is terminated. An “owner of record” has ownership of a Unit in any real estate tenancy relationship recognized by the state of Montana. A purchaser of a Unit pursuant to a contract for deed may be considered an owner of record of a Unit for voting purposes only if the contract for deed specifically so states, and a copy of the signed document is delivered to the secretary or presiding officer of the Association. The Declarant shall also be a Member and have the rights of membership with respect to Units owned by the Declarant and otherwise as provided in the Declaration and these Bylaws. 2. If ownership is acquired or terminated by instrument of transfer but not of record (such as by death, judicial act, or dissolution), the person acquiring or succeeding to ownership shall present the Board of Directors evidence satisfactory to it of facts evidencing lawful ownership status. A fiduciary or other official acting in a representative capacity must provide documentation to reasonably establish that capacity and, having done do, shall exercise all membership rights and privileges of the Owner in respect to which he or she is serving. 3. If more than one person owns an interest in the same Unit, all such persons shall be Members and remain jointly and severally liable for all membership and Owner obligations. However, the Unit of which are they are owners may not divide its membership vote as a result. A Unit gets one (1) vote of all its Percentage Interests only on every matter for which a vote is allowed. All votes cast by Members collectively owning one Unit shall be cast as a single vote and may not be divided. 4. The total amount of Percentage of Interest votes outstanding and entitled to be cast by all Members on behalf of all Units is 100.0. Each Unit is entitled to vote its Percentage of Interest in the General Common Elements as specified in the Declaration. ARTICLE 3 MEMBERSHIP MEETINGS 1. The annual meeting of the Members shall be held in ______ of each year, on a date set by the Board and noticed to Members at least 30 days in advance of the meeting. 3 Bylaws of Upland Condominiums Owners Association, Inc. Pursuant to the provisions of Article 6, Section 2.C., of the Declaration, the Declarant has retained the right, but not the obligation, to name and appoint all directors and officers of the Association until Units accounting for ____ Percentages of Interest are sold to third parties. The provisions of this paragraph shall not inhibit the calling or holding of any special meeting. 2. The annual meeting and any special meetings shall be held within Gallatin County, Montana, and all such meetings, annual or special, shall be held at such particular time and place (which may or may not be at the Registered Office of the corporation) as is set forth in the notice. 3. At any annual or special meeting, the presence of Members representing Units in person or by proxy which are entitled to cast a majority of the total number of votes outstanding as determined by the Declaration (that is, Units accounting for [50.1] or more of the Percentage Interests) shall constitute a quorum for the transaction of business. All action taken by the Members or submitted to them for consideration shall be carried or approved upon the favorable vote of a majority of the Percentage of Interests voted for of Units represented and entitled to be cast at the meeting, unless a different rule is provided herein or by the Articles of Incorporation, the Declaration, or any agreement to which the Association is a party. If neither the president nor vice-president is available to preside at any meeting, a chairman shall be elected. 4. A special meeting of the Members may be called by the Association president or, in the event of the president's absence or disability, by the vice-president, by one-third (1/3) of the directors, or by such number of Members who are entitled collectively to cast votes for Units representing at least _______ Percentages of Interest. Special meetings are called by notifying the Association secretary of that fact. 5. It is the duty of the secretary or the secretary's designee to give effective notice to Members of the time and place of the annual meeting or any special meeting. All notices shall set forth the purpose or purposes for which the meeting will be held and no action shall be taken at a special meeting which is not directly related to the purposes of the special meeting as described in the notice for it. 6. At all meetings, the order of business shall consist of the following: (a) election of chairman, if required, and call to order; (b) calling roll and certifying of proxies; (c) proof of notice of meeting or waiver of notice; (d) reading and disposal of any unapproved minutes; (e) reports of officers, if applicable; 4 Bylaws of Upland Condominiums Owners Association, Inc. (f) reports of committees, if applicable; (g) election of inspectors of election, if applicable; (h) election of directors, if applicable; (i) unfinished business; (j) new business; and (k) adjournment. The Modern Rules of Order or any other written rules for the conduct of corporate meetings as the Association or the Board of Directors may approve shall govern these proceedings. 7. At all membership meetings, the presence of an Owner and the exercise of the voting rights of the Owner by proxy shall be permitted and recognized, provided such proxy must be in writing and signed by all persons possessing an ownership interest in the Unit in question and must set forth the period for which the proxy is to be in force and effect. The decision of the Board of Directors as to the sufficiency of any proxy for recognition shall be final and not subject to appeal to the Members. 8. Each Member shall be responsible for advising the Association of acquisition of an ownership interest in a Unit and of any subsequent changes of ownership. Each Member shall inform the Association in writing of the Member's mailing address and, if they exist, of the Member's telephone number(s), facsimile number, and e-mail addresses for the purpose of receiving any notice required or permitted under these Bylaws or the Declaration. Notice may always be given by first class U.S. mail. Notice may also be given to any such telephone number voice mail, facsimile number, or e-mail address as a member may give in writing to the Association. Notice shall be deemed given when mailed First Class U.S. Mail or otherwise transmitted by any telephone, facsimile or e-mail to the appropriate number or address given by the Member. If a Member fails to give any such address or number to the Association, in writing, notice to the Member is deemed given when mailed to the Member by First Class U.S. Mail addressed to the Member's address set forth on the deed or instrument by which the Member became a Unit Owner in the Condominium. Members may change any or all of their numbers or addresses for notice by delivering written notice of such change to the Association secretary. 9. Notice of annual and special meetings shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting. 10. Members may act by written ballots and written consents to the extent permitted by the Montana Non-Profit Corporation Act. Emails or facsimiles printed out in hard copy shall be considered to be written. 5 Bylaws of Upland Condominiums Owners Association, Inc. ARTICLE 4 BOARD OF DIRECTORS 1. The Association and its affairs shall be governed, managed, and administered by a Board of Directors. The initial Board of _________ (__) directors shall be appointed Declarant. Thereafter until Units accounting for ____ Percentages of Interest have been sold or transferred by the Declarant to third parties, the Declarant shall appoint the directors, who shall serve terms of one year. From and after the first annual meeting of the Members after Units accounting for ___ Percentages of Interest have been sold or transferred by the Declarant to third parties, the Board of Directors shall be selected by election by the Members of the Association. Directors, other than those appointed by the Declarant, must be Owners. An officer or designated agent of an Owner that is a legal entity other than a human being may serve as a director. 2. From and after the first annual meeting where Members elect directors (as opposed to the Declarant appointing them), the Board of Directors shall be _______ (__) in number, and at that first meeting the term of the Declarant-appointed directors shall expire and the full complement of three (3) directors shall be elected. Thereafter the term of office for each director shall be three (3) years, except that at this first annual meeting where Directors are elected, one (1) director shall be elected for a one-year term, one (1) director shall be elected for a two-year term, and one (1) director shall be elected for a three-year term, so that at each annual meeting thereafter the terms of office of one-third (1/3) of the Board shall expire and a new director shall be elected accordingly. There shall be no limitation on the number of terms which a director may serve. All directors shall serve until their successors are duly designated and qualified. No more than one Owner of the same Unit may be a director at any time. 3. The Board and any Member may nominate any Member to serve as a director. The Board shall give notice of all such nominees to every Member at least thirty (30) days before the annual meeting. Election of directors shall occur at the annual meeting of Members and shall be by ballot in which votes are cast in favor of as many directors as there are vacancies to fill. (By way of example, if there are three (3) director vacancies to fill and five (5) candidates for the position, each Member may cast a vote for up to three (3) directors on that Member's ballot) Voting will not be cumulative. The person having a majority of the Percentage of Interests represented by the votes cast at the election shall be elected. If no person receives a majority vote, as many additional ballots shall be taken as may be required and, in each such case, the nominee receiving the least number of Percentage of Interests in the previous ballot shall be eliminated from further consideration. 4. The initial directors appointed by the Declarant shall not be subject to removal, except by the Declarant. Thereafter, when directors are elected, a director may be removed from office at a special meeting of Members called for such purpose if votes totaling ___ Percentages of Interest are voted in favor of such removal. Vacancies in the Board of Directors may be filled until the date of the next annual meeting of Members by vote of the majority of the directors remaining in office, whether those remaining constitute a quorum or not 6 Bylaws of Upland Condominiums Owners Association, Inc. 5. A majority of the directors shall constitute a quorum for the transaction of business. Every act performed or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Directors may be "present" for a meeting either by telephone, via electronic video or audio connection (such as Skype, FaceTime, or Zoom, for example), or in person. 6. The Board shall meet at least annually, immediately after the annual meeting of Members and at the same location. A majority of the Board of Directors may, by resolution, set a time and place for other regular meetings of the Board of Directors and no further notice thereof shall be required until such resolution is rescinded. Special meetings of the directors may be called by the President or any _____ (__) directors or upon the written request of Owners representing Units with at least _____ Percentages of Interest. Not less than two (2) days' notice shall be given for any special meeting. Notice may be given personally or by mail, next day delivery service, telephone, e-mail, or facsimile, which notice shall state the time, place, and purpose of the meeting. Such notice is deemed given one (1) day after it is mailed, sent, faxed, given in person, telephoned, or e-mailed to any such address given by a director to the Association secretary for that purpose. 7. The Board of Directors, by resolution approved by all directors, may designate from among its membership an executive committee or other committees and by such resolution provide the extent and manner to which the same may have and exercise the authority of the Board. 8. Except for meetings of the Board held in executive sessions, all meetings of the Board shall be open to all Members. The Board shall permit any Owner to speak at any non- executive session meeting of the Association or the Board, subject to a reasonable time limit set by the Board for each Owner to speak. 9. The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. Matters involving Owner discipline shall be held in executive session and the Owners involved are entitled to attend. The nature of any and all business to be considered in executive session shall first be announced in open session. 10. No Member of the Board shall receive compensation for acting as such. Compensation may be paid to a person hired as a Manager of the Condominium by the Board. 11. The Board of Directors may act by written consents, without a meeting, to the extent permitted by the Montana Nonprofit Corporation Act. 7 Bylaws of Upland Condominiums Owners Association, Inc. ARTICLE 5 OFFICERS 1. The officers of the Association shall be the president, who shall be a director, the vice-president, who shall be a director, and the treasurer and secretary, who need not be directors or Members, all of whom shall be elected annually by the Board of Directors, except that the initial officers shall be appointed by the Declarant and shall serve until the first annual membership meeting, and need not be Members or directors of the Corporation. Thereafter shall be selected by the directors. The Board of Directors may, from time to time, create and fill other offices and designate the powers and duties of those offices. Each officer shall have the powers and duties usually vested in such office, and such authority as is committed to the office by the Bylaws or by specific grant from the Board, but subject at all times to the provisions of the Bylaws and to the control of the Board of Directors. More than one office may be held by a single person. 2. The president shall be the chief executive officer of the Association. The president shall preside at all Board and Member meetings and shall have power to appoint committees from among the Members to assist in the conduct of the affairs of the corporation. 3. The vice-president shall preside over Member meetings in the absence or disability of the president, and shall otherwise exercise the powers and duties of the president in the event of the absence or disability of the president, and shall generally assist the president and exercise such other powers and duties as are prescribed by the directors. 4. The secretary shall keep the minutes of all proceedings of Member meetings and directors' meetings and shall have custody and control of the minute book of the corporation, and shall keep or be in charge and control of the records of the corporation except those of the treasurer, and shall give notice where required or directed to do so. 5. The treasurer shall have control of the funds and other property of the Association, shall keep the financial books and records thereof, and shall write or sign checks as approved by the Board. 6. Officers may be removed at any time with or without cause by the vote of a majority of the Board of Directors. Compensation of all officers and employees shall be fixed by the directors. This provision shall not preclude the Board of Directors from employing a director as an employee, nor from contracting with a director for management of the Condominium. 7. Any lien held by the Association may be filed or released by any of the officers of the Association or their designees. The Board of Directors may, in addition, authorize the execution of other instruments required to be executed on behalf of the Association in such manner as it shall by resolution direct. 8 Bylaws of Upland Condominiums Owners Association, Inc. 8. Any deed or contract for sale of real estate or lease (or assignment of such contract or lease) or any promissory note or ___________ of Association indebtedness may be executed by the president or vice president. ARTICLE 6 POWERS AND DUTIES OF THE BOARD OF DIRECTORS 1. The governance of the Association shall be by the Board of Directors. All of the powers and duties of the Association (including those existing under the common law and statutes, the Articles of Incorporation, the Bylaws, and the documents establishing the Condominium), not exercisable by the Declarant shall be exercised by the Board of Directors. Such powers and duties of the directors shall be exercised in accordance with the provisions of these documents and shall include, in addition to those elsewhere provided for, but shall not be limited to, the following: A. To make and collect regular, special, and emergency assessments from Members. B. To use the proceeds of assessments as permitted by the Declaration and these Bylaws in the exercise of the Board's powers and duties. C. The maintenance, upkeep, repair, replacement and operation of the Condominium property including all Common Areas, Common Elements and facilities, as applicable, and the construction of new improvements or alterations if authorized by resolution of the Board or the affirmative, effective vote of the Members, and making or providing for payments for all such work and approving or delegating to the treasurer authority to approve vouchers therefor. D. The reconstruction, repair, restoration, or rebuilding of the Condominium Property and of any Units, as applicable, after casualty or otherwise, as provided in the Declaration. E. To make and amend rules, regulations, restrictions, and requirements pertaining to the use of Units and the activities of Members, their tenants and guests. The Board of Directors cannot amend, limit, or revoke any rule, restriction, or prohibition contained in the Declaration except as the Declaration may allow. F. To enforce by legal means the provisions of the Declaration of Condominium, the Articles of Incorporation, the Bylaws, and the rules and regulations for the use of the Property in the Condominium. G. To contract for management of the Condominium and to delegate to such manager all powers and duties of the Association, except such as are specifically required by the Declaration or these Bylaws, to have approval of the Board of Directors or the membership of 9 Bylaws of Upland Condominiums Owners Association, Inc. the Association; to employ, designate and remove any personnel necessary for the maintenance, repair, and replacement of the Common Areas and facilities. H. To pay taxes and assessments which are liens against any part of the Condominium other than individual Units and the appurtenances thereto, and to assess the same against the Units subject to such liens. I. To carry insurance as required by the Declaration or as otherwise approved by the Association. J. To pay the cost of all utility or other services rendered to any of the Condominium Property that is not billed directly to Owners. K. Unless the Declaration provides otherwise, to interpret and apply the provisions of the Declaration or these Bylaws or rules and regulations in matters of dispute between Owners or between Owners and the Association, which determination shall be binding on the Owners; to conduct or supervise all votes or determinations by Members other than at a membership meeting. ARTICLE 7 COMMON EXPENSES; ASSESSMENT AND COLLECTION 1. The Common Expenses of the Association include all those legitimately assumed by it in connection with its powers, duties, and obligations as set forth in any of the Declaration and Bylaws and as are necessary or implied in connection with the powers and duties of the Board of Directors and the provisions of The Unit Ownership Act. Snow removal and lawn and landscape care in connection with Common Areas shall be assumed by the Association as a Common Expense. 2. [A. Where a mortgagee or purchaser of a Unit obtains title as a result of foreclosure of a first mortgage, such mortgagee or purchaser, and its, his or her successors and assigns, shall not be liable for the assessments chargeable to such Unit due prior to the acquisition of title and such unpaid assessments shall be deemed to be Common Expenses collectible from all Owners, including the mortgagee or purchaser, his or her successors and assigns]. The Owner of a Unit acquired pursuant to a voluntary conveyance or by inheritance or devise shall be jointly and severally liable with the granter or prior Owner for all unpaid assessments whether generally or specially levied against a Unit and the grantor or prior Owner, but without prejudice to the right of such grantee or devisee to recover from the prior Owner the amounts paid. B. A first mortgagee, upon written request to the Association, shall be entitled to written notification of any default not cured within sixty (60) days of its occurrence in the performance of the mortgagor of any obligation created by the Declaration, the Articles of Organization, these Bylaws or any other document affecting the Condominium. 10 Bylaws of Upland Condominiums Owners Association, Inc. 3. The Board of Directors shall adopt a budget for each fiscal year period as it elects (for the calendar year if no other election is made) which shall include the estimated funds required to defray the following Common Expenses: A. Current Expenses, which shall include all funds and expenditures to be made within the year for which the funds are budgeted (except expenditures chargeable to reserves or additional improvements), including a reasonable allowance for contingencies and working funds, and the assessment for Current Expenses may sometimes be referred to as the working capital assessment and the funds as the working capital fund. Any balance in this fund at the end of each year may be applied to reduce the assessments for Current Expenses for the succeeding year. B. Reserve funds for deferred maintenance, which shall include funds for maintenance items which occur less frequently than annually and for replacement of Common Property required on account of depreciation or obsolescence. C. Reserve funds for replacement, which shall include generally funds for repair, reconstruction, replacement, and the like required because of dilapidation, damage, destruction, or other hazards. Upon the determination of each budget, the directors shall each year levy an annual assessment for the amount assessed against each Unit at least ______ (__) days prior to the one-year period covered by the budget and assessments. Notwithstanding the foregoing requirement of regular assessments, the Board of Directors may discontinue a regular annual assessment or reserve for replacement, or transfer such portion to another fund or account, if in its judgment the amount remaining is sufficient to satisfy the best interests of the Members. 4. The Board may also make and levy from time to time special assessments for emergency or extraordinary expenses. Emergency assessments and special assessments shall be due and payable according to the terms fixed by the Board. Funds for emergency expenses may be raised by emergency assessment and/or by regular but separate reserve accounts and assessments for such purposes. 5. The regular annual assessments made for Current Expenses and deferred maintenance and replacement reserves or for any other purpose shall be due from and paid by the Unit Owners as to their Percentages of Interest as the Declaration requires or as the Board may otherwise determine and inform the Owners in writing. 6. The Board of Directors shall meet and adopt an interim budget and make such assessments of whatever character as are necessary in order to provide for the expenses and obligations of the Association during the period of any fractional year as may remain until the commencement of the initial one-year period contemplated by Paragraph 3 of this Article, which assessments shall be effective as of the date of a purchase of a Unit or such other determination made by the Board. 11 Bylaws of Upland Condominiums Owners Association, Inc. 7. If prior to the date of its first assessment, the Association requires funds, the Declarant may loan to it any sums required in excess of the assessments for which the Declarant is liable as a Unit Owner, upon such terms as the Board reasonably requires. [The amount and terms of the loan must be in writing and be maintained in the Association records]. 8. The Association shall at all times maintain complete and accurate written records for each Unit Owner and setting forth the status of all assessments, accounts, and funds pertinent to that Unit Owner. Any person other than an Owner may rely on a certificate made from such records by an officer or agent of the Association as to the status of all assessments and accounts. 9. If the check of any Owner or other payor to the Association is returned unpaid for any reason, the Association may collect fees the bank charges the Association for that occurrence along with interest from the date of dishonor to the date the amount is finally paid at the rate of 10%, plus an additional payment of $50 to help defray the costs to the Association of dealing with the dishonored check. ARTICLE 8 TAXES 1. Real estate taxes assessed against the Condominium shall be assessed against the individual Units and shall be paid by the Unit Owners. Each Owner's assessment shall include the Owner's fractional share of the Common Elements as set forth in the Declaration (that is, the Unit's Percentage of Interest). Each Unit Owner when assessed shall be liable to pay all of such taxes assessed and the Association shall have no responsibilities to pay the same, but may do so as provided in Article 6(H) of these Bylaws. 2. If any personal taxes are assessed against a Unit Owner, such Owner shall be solely responsible for the payment of the taxes. If any personal or other taxes are assessed against the Association, such taxes shall be paid by the Association as a part of the Association's Common Expenses. ARTICLE 9 AMENDMENT 1. Except as otherwise provided in these Bylaws and the Declaration, these Bylaws may be amended, altered, or repealed or new bylaws may be adopted by the Members at a special or annual meeting of or upon a written ballot by the Members upon the affirmative vote of __________ percent (___%) of the total number of Percentages of Interest votes outstanding and entitled to be cast, all in accordance with the Declaration and these Bylaws. 12 Bylaws of Upland Condominiums Owners Association, Inc. 2. Amendments may be proposed and considered when submitted by the Board of Directors or upon the written and signed request of Owners representing ___ or more of the Percentages of Interest. 3. The Bylaws may be amended by the written consent of ____% of the Percentage of Interests in response to a written solicitation which describes verbatim the amendment sought. 4. No amendment may be adopted at either a special or regular membership meeting which is not included in the notice of the meeting; provided, however, if notice of the proposed amendment has been given, a different amendment relative to the subject matter of the notice may be accepted by those present, in person or by proxy, and possessing the requested percentage of the total number of votes outstanding and entitled to be cast, and, provided further, no vote by proxy may be counted unless the proxy expressly provides for such contingency. More than one (1) proposed amendment may be included in the notice of a meeting or through written consents. 5. To the extent provided in The Unit Ownership Act, no modification or amendment of these Bylaws shall be effective unless set forth in an amendment to the Declaration, executed and recorded in the manner set forth in the Declaration and the Act. An amendment to these Bylaws shall constitute an amendment to the Declaration, as provided for by law. 6. Unless required by the specific provisions of the Declaration, or by the Act, an amendment to the Declaration, not affecting the subject matter of these Bylaws, shall not be considered an amendment of these Bylaws. ARTICLE 10 INDEMNIFICATION OF DIRECTORS AND OFFICERS The Association shall indemnify any director or officer of the Association, any former director or officer, and any such person who, at the request of the Association, is serving or has served as a director, officer, employee, agent, or trustee of another corporation, partnership, joint venture, trust, or other enterprise, and their heirs, executors, and administrators, against all expense, liability, and loss (including attorneys' fees, judgments, fines, taxes, penalties, and amounts paid in settlement) actually and reasonably incurred by the indemnitee as to action or inaction allegedly affecting the Condominium occurring in the person's official capacity or in another capacity while holding the office, to the full extent permitted from time to time by applicable law, subject, however, to the remaining provisions of this Article. The obligation of the corporation under this Article shall be subject to the terms and conditions of a plan of indemnification adopted by a majority of the Board of Directors. Any such plan may limit or condition the obligation of the Corporation, may grant contract rights to indemnitees, may limit indemnification to persons serving in specified offices, may provide procedural and substantive rights to indemnitees and may be amended, modified or terminated by a majority of the Board of Directors. A plan of indemnification may obligate the corporation to indemnification which is 13 Bylaws of Upland Condominiums Owners Association, Inc. less than the full extent permitted by applicable law and may contemplate future change in applicable law. Indemnification under this Article shall be applicable to all actions regardless of the date or dates of any alleged transactions or occurrences giving rise to such actions unless the plan of indemnification provides to the contrary. No amendment, modification, or termination of a plan of indemnification shall affect any right of indemnification arising out of a transaction or occurrence entered into or occurring prior to the effective date of such change in the plan. In the event the Board of Directors terminates a plan of indemnification without adopting another plan, indemnification under this Article shall be to the full extent allowed by applicable law until another plan has been adopted by the Board of Directors. Indemnification under this Article or a plan of indemnification shall not restrict the power of the corporation to provide for indemnification in any other manner and shall not obligate the corporation to acquire and maintain insurance or to otherwise provide funds to meet its obligations. ARTICLE 11 ARBITRATION [Any dispute, controversy, or disagreement under this Declaration or the Bylaws of the Association the resolution procedure for which is not otherwise specified in the Declaration or Bylaws shall be resolved by arbitration pursuant to the Montana Uniform Arbitration Act, § 27-5-111, et. seq., Montana Code Annotated (the "Act"). The arbitration shall be conducted in Gallatin County, Montana, by one arbitrator and under the rules of the American Arbitration Association, unless the parties agree in writing to a different procedure or terms. Arbitration shall be commenced within fourteen (14) days from the date that there are irreconcilable differences between a Member and the Association by the aggrieved Member or the Association sending written notice to the other of a demand for arbitration. The mailing of such notice by certified mail shall commence the arbitration proceedings and any award or decision in arbitration shall be binding upon the parties as provided in the Act. The arbitration award or decision may be entered as a judgment in the Montana Eighteenth Judicial District Court, Gallatin County, Montana, as provided in the Act. The arbitrator does not have authority to amend the Declaration, the Articles of Incorporation, or the Bylaws. The expenses of arbitration shall be shared equally by the parties to the arbitration; the parties shall be responsible for their own costs and attorneys' fees associated with the arbitration]. ARTICLE 12 GENERAL PROVISIONS 1. The invalidity of any portion or provision of these Bylaws shall not affect the validity of the remaining provisions or portions hereof. 14 Bylaws of Upland Condominiums Owners Association, Inc. 2. The Association shall not have a corporate seal. 3. Each Member shall have the obligations as are imposed upon the Members by the Declaration and the Bylaws as an Owner. No Member shall have any power or authority to incur a construction lien or other lien effective against the Condominium or Property, except as the same may attach only against his or her Unit and appurtenant interest and be removable as such. 4. The Board of Directors may, in its discretion, issue written evidence of membership in the Association, but the same shall be evidence of membership only and shall in no manner be transferable or negotiable, and the share of the Member in the assets of the Association cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to such assignment, hypothecation, or transfer of the Unit. 5. So long as a Unit owned by the Declarant is unrented and unoccupied, the Declarant shall only be subject to assessment for Current Expense as described in Article 7, Section 3(A) of these Bylaws. Upon occupancy of such a Unit, however, such Unit shall then be subject to assessment for all Common Expenses and other assessments for a prorated balance during the fiscal year in question and the payment of the full amount of all assessments assessed against the Unit thereafter, so long as it remains occupied. IN WITNESS WHEREOF, the Declarant, hereby appoints the following persons to serve on the Board of Directors and to serve as the officers named until the first annual meeting of the Association, to-wit: DIRECTORS Name Address 1. _________________ ______________________ Bozeman, MT 59715 2. _________________ ______________________ Bozeman, MT 59715 3. _________________ ______________________ Bozeman, MT 59715 OFFICERS 1. President: _________________ ______________________ Bozeman, MT 59715 2. Vice-President: _________________ ______________________ Bozeman, MT 59715 15 Bylaws of Upland Condominiums Owners Association, Inc. 3. Secretary: _________________ ______________________ Bozeman, MT 59715 4. Treasurer: ___________________ ______________________ Bozeman, MT 59715 The undersigned, as the Incorporator of the Association, hereby declares and affirms the adoption of the foregoing Bylaws effective as of __________ ___, 2021. __________________________________ ____________________, Incorporator STATE OF MONTANA ) :SS County of Gallatin ) This instrument was acknowledged before me on the _____ day of __________, 2021, by __________________ as the incorporator of the Upland Condominium Owners Association, Inc. ____________________________________ Notary Public for the State of Montana Printed Name:________________________ Residing at: _________________________ My Commission Expires: ______________