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HomeMy WebLinkAbout012_FiledBlock3POA_Covenants_Doc2747641J-695 After recordingreturnto: South University POA 22 TurtleRock Court Tiburon,CA 94920 2747641 lllllllllHilllllllllHlllllllllllllllllllilillllllllllllllllllllll||1||ll|||¶l||||||||| SOUTH UNIVERSITY DISTRICT PHASE 3 MAJOR SUBDIVISION-BLOCK 3 DECLARATION OF PROTECTIVE COVENANTS,CONDITIONS AND RESTRICTIONS RTR Holdings,II,LLC a Montana limited liabilitycompany with address of 22 Turtle Rock Court,Tiburon,California 94920 ("Declarant"),isthe owner of the realproperty described as Lot 1,Block 3 of South University DistrictPhase 3 Major Subdivision,located intheNW1/4 of Section 24,Township 2 South,Range 5 East,P.M.M.,City of Bozeman,Gallatin County Montana [Platreference:J- 605]. Block 3,described above,issubjectto these covenants and the covenants of the governing South University DistrictProperty Owners Association recorded atDoc. No.2478012,as amended and corrected,and Doc.No.2478013 in the officeof GallatinMontana County Clerk and Reorder,by the Declarant through the recording of thisDeclaration of ProtectiveCovenants,Conditions and Restrictions ("Covenants")and any amendment hereto of eitherAssociation. PURPOSE The purpose of these Covenants isto protect and maintain property values,establish the Association and requirecompliance with the terms,conditionsand restrictions statedherein and any other covenants and easements which encumber Block 1. Block 3 may be considered a sub-associationas the same isrecognized in the covenants of the governing South University Districtrecorded atDoc.No.2478012, as amended and corrected. Block 3 shallcomply with the terms setforthherein specificallyand the same shall not be applied to other sub-associations. 1 STREET FRONTAGE REQUIREMENTS The requirements of thisStreetfrontage requirements sectionof the covenants are imposed as a condition of City of Bozeman finalsiteplan approval and SHALL ONLY BE AMENDED in accordance with the amended procedure below,in additionto the affirmativevote to amend.by the governing body of the City of Bozeman. 1.All streetright of ways contiguous to or within the proposed development sitenot used for streetpavement,curbs,gutters,sidewalks or driveways (i.e.,streetboulevards)shallbe landscaped,as defined in the Bozeman Municipal code,and shall include one (1)large canopy tree for each 50 feet of totalstreetfrontage rounded to the nearest whole numbers. 2.For streettrees,a cityof Bozeman planting permit for streettrees as well as utilitylocates shallbe obtained prior to beginning any excavation in the City of Bozeman rightof way. 3.The streettreeplantinghole shallbe atleasttwice the diameterof therootball, the rootflareof thenewly plantedtreemust be visibleand above ground,and thereshallbe a mulch ring 3'-4'in diameter around each newly planted boulevardtree. PHYSICAL MAINTENANCE REQUIREMENTS The requirements of thisPhysical Maintenance Requirements sectionof the covenants are imposed as a condition Block 3 of City of Bozeman finalsiteplan approval and SHALL ONLY BE AMENDED in accordance with the amended procedure below,in additionto the affirmativevote to amend by the governing body of the City of Bozeman. 1.The Association shallmaintain the parking areas,private drive aisles, landscaped areas,public plazas and sidewalks. 2.The Association isresponsibleforensuring the care,maintenance and replacement of the landscaping as required by the City of Bozeman in the same condition,qualities,species,and varietiesin the locationsas presented on the landscaping plan. 2 3.The South University DistrictProperty Owner's Association shallmaintain the storm water infrastructurewithin the 'CityPark 4',Block 3 (specifically stormwater detentionpond and itsinletand outletpiping)untildevelopment of Block 3,atwhich time the responsibilityshalltransferto the Block 3 developer,in accordance with the Storm water Maintenance Plan,appended hereto and incorporatedherein as Exhibit A. 4.All outdoor lightingshallbe maintained to maximize illuminationmeasured in foot-·candles atthe property not to exceed 0.3 onto the adjacent residentialpropertiesand 1.0 on the adjacent commercial propertiesand public rights-of-way. 5.The Association shallmaintain the snow removal storageareas in a manner and with a method that such storageshallnot cause unsafe ingress/egressto the parking areas and shallnot be deposited in the public right-of-way. Further,snow storageshallnot reduce the required parking spaces and shall not inhibitthe parking area access.Additionally,snow storage shallnot damage the landscaping. 6.No Owner,occupant,guest,licensee or inviteeshallmaintain a nuisance upon Block 3.In determining the existence of a nuisance,due consideration shallbe given to the character ofthe development on Block 3 and the South University Districtas a whole aswell as these Covenants,adopted plans and guidelines,design guidelines and other documents of a regulatory nature. ASSOCIATION and MEMBERSHIP An associationishereby establishedand known as the SUD Phase 3-Block 3 Property Owners Association ("Association"),which is subject to the covenants of the governing South University DistrictoverallProperty Owners Association,and must electa representativefrom itsBoard of Directorstorepresentthe interestsof the Phase 3,Block 3 tenantsand businesses.Association may be incorporatedunder a different name as may be approved by the Montana Secretary of State. The purpose ofthe Association isto enforce the covenants and meet the operations, obligations and needs for Phase 3 Block 3.The Association shallbe operated by a Board of Directors,which shallact by majority vote.The officers,terms,authority and electionprocedures are set forth in the Bylaws of theAssociation. Dues,assessments,fees,fines and charges shall be established by the Board of Directors and shall be presented to the Association members for approval at the 3 annual meeting. The Association shallhave the authorityto liena lot,parcel or unit for non-payment of dues,assessments,fees,finesand charges. All owners of property within Block 3,as well as occupants,guests,licenseesand inviteesare bound and subjectto the terms,conditions and restrictionsof Covenants.The owner(s)shallbe members of the SUD Phase 3-Block 3 Property Owners Association ("Association"),with voting rights.Members of the Association shallbe individualowners of the realproperty within Block 3 or owners of unitswithin Block 3 created by furthersubdivision or recording of a condominium regime under the Montana Unit Ownership Act inBlock 3.Each lot, parcelor unit isentitledto one vote in the Association.In the event there are multiple owners of a lotor unit,the lotor unitretainsone vote within the Association.In no event shallmultiple owners of a singlelot,parcel or unitbe granted additionalvoting rightsby virtueof the lot,parcelor unitbeing owned by multiple owners. AMENDMENTS Amendments tothe portionsof these Covenants not required.by the City of Bozeman may be adopted by a vote of 2/3rds of the Board of Directorsafter having presented the same to the Association ata notice meeting.The Association shallbe given the rightto discussand comment on any amendment.However,the rightto amend the Covenants is exclusivelywithin the authorityof the Board of Directors. Amendments which are requirements of the City of Bozeman final siteplan approval must be approved by a majority of the Board of Directorsand a majority of the governing body of the City of Bozeman. These covenants and association,which isa sub-associationof South University DistrictProtectiveCovenants Binding on allProperty Owners (Covenants, Conditions and Restrictions)as recorded as Doc.No.2478012,as amended and correct.Upon a vote of one hundred percent (100%)of the owners of Block 1, these covenants and the associationmay be consolidated intothe South University DistrictProtectiveCovenants Binding on allProperty Owners (Covenants, Conditions and Restrictions)as recorded as Doc.No.2478012,as amended and corrected and the Bylaws thereof. All amendments must be recorded in the officeof GallatinCounty Montana Clerk 4 DURATION These Covenants shallrun with the land and are binding upon the land,itsoccupants and shallbe enforceable by the Association and members.The Covenants are effective as of the date of recording and.shallcontinue for a period of 25 years,afterwhich time these Covenants shallautomaticallyrenew and extend for successive ten (10)year periods unless amended by the Board of Directorswith the consent of the governing body ofthe City of Bozeman. Dated this day of 20 . Declarant: RTR HoldingfL BY:Three Rivets Capital,LLC, STATEOF 04 ) County of KiprN. On this2bday of 3 ,20 2-\,the undersigned,a Notary Public of the State of 04t&do pe sonallyappeared before me (mrp fl Hukl being the Member of Three River Capital,LLC,Manager of RTR Holdings,LLC,known to me to be the person thatexecuted the within instrument and acknowledged to me he executed the same on behalf of the LLC. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my officialsealas of the day and year firstabove written. NOTARY PUBLIC for theStateof CA N t P onia PrintedName:para Tw P.w MarinCountyCommission#2320602 MyComm.ExpiresFeb20,2024 5 EXHIBIT A-Storm Water Maintenance Plan. (a)General Information. The South UniversityDistrictPhase 3 Major Subdivisionutilizes conventionalstormwater collectiontomitigatestorm water impacts.The storm water facilitiesconsistof curb and gutter,drainageswales,onsiteand offsiteconveyance piping,below grade retentionchambers,and an existing offsitedetentionbasinlocatedinthe citypark.The system isdesigned to accommodate allstorm water from theProperty.A document entitledStorm Water Management Plan and Record Drawings are on fileattheCity of Bozeman,Engineering Department. The storm water conveyance facilitieslocatedon the property are privately owned and maintained.Itisthe property owner association'sresponsibility to maintain the storm water facilitieslocatedon theproperty.The storm water facilitiesaredesigned tooperate without excessive maintenance. However,likeallinfrastructure,periodicmaintenance willprevent costly repairand replacement.The maintenance plan setforthinthisSection has been prepared in accordance with City of Bozeman guidelines.Over time, recommended maintenance guidelinesmay evolve.Please contacttheCity of Bozeman Storm Water Division ifany questionsarise. (b)Storm Water FacilitiesMaintenance Schedule. (i)SiteHousekeeping.Sitehousekeeping istobe conducted continuously as needed.The main cause of storm water facilitydamage ispoor site housekeeping.Sediment trackedonto pavement can be washed into storm water inlets/conveyance piping and damage thesefacilities.Trash can clog pipes and inletstructurescausing propertydamage.Site housekeeping consistsof the following: Keep sidewalk and pavernent areasclean Pick up trash Restoredamaged landscapingin orderto preventsediment runoff (ii)System Monitoring.System monitoring istobe conducted quarterly, except inwinter.The storm water facilitiesshallbe inspectedquarterly toquicklyidentifysmallissuesbefore expensive damage can occur.In additionto regular·monitoring,thebesttime to inspectthe 6 performance of storm water facilitiesisduring runoffevents.System monitoring consistsof the following: Observe system duringrunoff.Look forponding outsideof stormwater inlets.This can indicatea clogged inletor pipe. Inspectinlets,manholes and pipes (iii)Inlet,Manhole.and Pipine QuarterlyMaintenance.Inlet,manhole,and pipingmaintenance isto be conducted quarterly.All storm water inlets and manholes have a sump to capturesediment.Ifthissediment isnot periodicallyremoved itcan wash downstream and clog infiltration facilities.The sump istypically visiblefrom the surface through the inletgrate.Inlet,manhole,and piping maintenance consists of the following: Remove visiblesediment from sump. Inspectpipe inletsand outletsfor sediment inpipe,and remove if present. (iv)Inlet,Manhole,and Piping Lone-term Maintenance.This maintenance isto be conducted long-term ifand when necessary.If regularhousekeeping and maintenance isnot performed adequately, sediment and debris can accumulate inthe storm water conveyance piping,and pipes may become clogged.Long-term inlet,manhole, and piping maintenance consistof the following: Hire a contractorto clean pipes and remove allsediment encountered from manhole sumps,inletsumps and/or piping. (v)Below-grade Retention Chambers Long-term Maintenance.This maintenance isto be conducted on an annual basisat a minimum.If regularhousekeeping and maintenance isnot performed adequately, sediment and debriswillaccumulate in the underground stormwater retentionbasins,and could negatively affectthe stormwater percolationrate.Retention pond maintenance consistsof the following: Remove underground chamber's inspectionports Record thedepth from the rim of the inspectionporttothe chamber's floor.Ifthemeasurement changes by 0.1'between 7 any reading,or sediment accumulates to a depth of 0.1'above the bottom of the chamber, Hire a contractorto flushand cleanoutthe stormwater storage chambers. (vi)Detention Ponds:Long-term Maintenance.This maintenance isto be conducted on an annual basisat a minimum.Ifregularhousekeeping and maintenance isnot performed adequately,sediment and debris willaccumulate stormwater detention ponds,and could negatively affectthe stormwater capacity.Detention pond maintenance consists of the following: Inspectforsediment accumulation annually Inspectfornoxious weeds or undesirablevegetation semi0annuall during the growing season (March-October) Inspectwater levelsafterstorm events Inspectforoilsheens and/ortrashon a monthly basis Inspectinletand outletpipingon a quarterlybasisor afterany storm events Inspectinteriorsof catchbasinsand manholes annuallyfordebris and sediment. 8 BYLAWS OF SOUTH UNIVERSITY DISTRICT -PHASE 3 -BLOCK 3 PROPERTY OWNERS ASSOCIATION ARTICLE I NAME South University District -Phase 3 -Block 3 Property Owners Association ("Association")is the organization which is to be governed by and which is empowered to act in accordance with these Bylaws.The Association may be incorporated and maintain itsincorporationstatus. ARTICLE II ADDRESS The address of the initialprincipalofficeof the Association shallbe:950 Trailcrest Drive Bozeman,MT 59718 ARTICLE III POWERS The Association shallhave allthe powers and authorityto operate and meet the needs of Block 3,including enforcement of the South UniversityDistrict-Phase 3- Block 3 Declaration of ProtectiveCovenants,Conditions and Restrictionsas well as those of a nonprofit corporation enumerated and set forth in Title35,Chapter 2, M.C.A. ARTICLE IV MEMBERSHIP INTEREST and OFFICERS The owner(s)shallbe members of the SUD Phase 3-Block 3 Property Owners Association ("Association"),with voting rights.Members of the Association shallbe individualowners of the realproperty within Block 3 or owners of units within Block 3 created by furthersubdivision or submitted condominium regime of Block 3.Each lot,parcel or unitisentitledto one vote in the Association. Multiple owners of a singleparcel of realproperty would have collectivelyone such membership or voting interest.Ifmore than one condominium unit,lot, parcel,or tractisowned,the owner or owners thereofwould have one membership or voting interestforeach separate lot,parcel or unit.In the event thereare multiple owners of a lotor unit,the lotor unit retainsone vote within 9 the Association.In no event shallmultiple owners of a single lot,parcel or unit be granted additional voting rightsby virtue of the lot,parcel or unit being owned by multiple owners. Membership interestshallrun with the land so that said interestisan incidentto ownership beginning when ownership rightsare acquired and terminating when such rights are divested.Accordingly,no member shall be expelled,nor shall he be permitted to withdraw or resign while possessing a membership interest. The Board of Directors shallconsist of not lessthan three (3)members and not more than five (5)members. The duties of each of the officesof the Board of Directors shallbe as follows: A.President.The President shall preside over all meetings of the Association.He or she shallcallthe membership together whenever necessary. The President shall be the general administrative and executive officer of the Association,and shall perform such duties as may be specified,and exercise such powers as may be delegated to the office of President by the Board of Directors.The President shallalso represent the SUD Phase 3 Block 3 Property Owners Association on the overall,governing SUD Property Owners Association. B.Vice-President.The Vice-President shallexercise the powers of the President in the absence of the President. C.Secretary-Treasurer.The Secretary shallgive notice of allmeetings of the Association,and shallkeep a record of the proceedings of the meetings of the Association.The Secretary shall be authorized to sign on behalf of the Association,allrecords,documents and instruments when such are authorized to be signed by the Association. The Treasurer shall keep and maintain adequate and correct accounts of the accounts,properties,and business of the Association,including accounts of its assets,liabilities,receipts,disbursements,gains and losses of the Association. The Treasurer shall prepare and report such periodic accountings as shall be 10 required by the Association. Section 9.A vacancy in any officeof the Association shallbe filledby appointment by the Board of Directors untilthe next annual meeting or the successor isduly appointed or elected. ARTICLE V MEETINGS There shall be an annual meeting of the membership.The meeting shall be held on the 1st Tuesday of February,and the hour and place of such meeting shallbe contained in the notice of meetings as hereinafterdescribed.The annual meeting shallbe the time forthe conduct of any and alllegitimatebusiness of the Association,including review of the budget for the next year,election of directors and presentation of reports.Voting at all meetings shall be in the manner prescribed inthese Bylaws. Special meetings may be called at any time upon the initiativeof the President,or inthe absence of the President,by theVice-President.In addition,a specialmeeting shallbe held upon thecallby fiftypercent (50%)of the members of the Association. Special meetings shallrequire seven (7)days notice,inwriting.Notice of annual and specialmeetings shallbe mailed to address for each member pursuant to the records of the Association.The presence of members,inperson or by writtenproxy, representing 60%of the totalvotes of the membership shallconstitutea quorum. All meetings both annual and specialshallbe presided over by the President of the Board ofDirectorsor her/hisappointed representative. Any meeting may be adjourned by the Board of Directors at theirdiscretion,but any meeting adjourned before allitsbusiness is disposed of shallbe reconvened within thirty(30)days of such adjournment upon due notice given. Resolutions as hereinafterdescribed may be introduced by any member at any annual meeting provided such resolution in written form is presented to the Secretary of the Board no laterthan ten (10)days priorto the date of such meeting. Written noticeof allmeetings,annual and special,shallbe mailed to every member 11 ofrecord asofthe date of mailing no laterthan ten (10)days and not more than fifty (50)days before the date of the meeting.It shallbe the duty of each member to advise the Association ofher/hiscurrent address.In the absence of such notice,the member's address shallbe the address of record with the GallatinCounty Assessor's office. All meetings may provide for telephonic and electronicparticipation,ifthe media isreasonably availableforuse. ARTICLE VI VOTING Each membership interestas defined in ArticleIV of these Bylaws shallhave one (1)vote on allmatters to come before the Association meeting.Voting of such interestshallbe in the manner provided by the Board of Directors and in these Bylaws.Voting may be in person or by writtenproxy. ARTICLE VII RESOLUTIONS Allmattersthat arethebusiness and concernoftheAssociationmay bepresentedto theAssociation andmeetings oftheAssociationintheform ofresolutions directed totheBoardofDirectors.Exceptforresolutionsthatcontravenethesebylaws,the Association Articles of Incorporation,ifany,Covenants,ifsuchresolutionsare passed by over fiftypercent (50%)of thesaid membership interestof record and eligible to vote shall be binding on the Board of Directors.Such binding resolution shallhave the effect of compelling the Board of Directors to take positive action inresponse to the general inclinationof the resolution.However, the scope,extent and specificcharacter of allsuch action shallbe within the final discretionof the Board of Directors. ARTICLE VIII POWERS AND DUTIES OF BOARD The Board of Directors shallhave the following powers and duties: A.To enter into contractsand agreements as are necessary to affectthe business of the Association. B.To provide for the construction,installation,acquisition,replacement, operation,maintenance and repair by the Association of buildings, equipment,common open space,facilitiesand servicesforrecreation, 12 roads and alleys,fireprotectionand other servicesand functionsof the Association.Contracts forsuch work with thirdpartieswhich provide for a term or duration in excess of one year must be approved by a majority of the members,which approval may be ratifiedatthe annual or any specialmeeting of the Association. C.To make and establishrules and regulations for the governance of facilitiesandtheperformingofsuchfunctions,thetakingofsuchaction and operating in such areas as are within the jurisdictionsof the Association. D.To set a fine schedule and make dues,charges and assessments as described inthese Bylaws and Covenants on fileand of record in the officeof the County Clerk and Recorder of GallatinCounty,Montana. E.To take necessary and appropriate action to collectassessments from members,including the filingof liensand prosecuting foreclosuresas provided intheseBylaws. F.To callmeetings of the Association,both annual and special,and to preside over such meetings and to give appropriate notice of such meetings asrequiredby theseBylaws. G.To formulate and introduce resolutionsatthe meetings of the Association. H.To hold meetings of theBoard of Directors as arenecessary to conduct Association affairs. I.To exerciseultimatedecisionalpower inand on allmatters affectingthe Association. J.To pay the expenses of the Association,including all taxes or assessments and to contract and pay for such insurance as may be necessary inthe best interestsof theAssociation,and to provide forthe use and dispositionof the insurance proceeds in the event of loss or damage. K.To fillvacancies on the Board by agreement of the remaining member(s),should the vacancy not,however,be filedby the Board,it may be filledby an electionat an annual or specialmeeting wherein each membership interestshallhave one (1)vote. L.To maintain listsofmembers. M.To keep records in a good and businesslikemanner of allassessments made,allexpenditures,and the statusof each member's payments of assessment;and to make such records accessibleatreasonable times to 13 allmembers. N.To provide municipal type facilitiesfor the safety,comfort,health, well-being and pleasure of the residentsand guests of residents. O.To promote,conserve and preserve thepremises. P.To do any and allthingsnecessary to carryintoeffecttheseBylaws and toimplement the purposes as may be statedinthe Articlesof Incorporation and to do any and allthings necessary to require compliance with and enforce Covenants which by referencethereinare made a part of these Bylaws. Q.To deal with agencies,officers,boards,commissions,departments and bureaus or other governmental bodies in a federal,state,county and localbasis to carry out the above powers,dutiesand responsibilities. R.To establishaccounts for operating and/or development funds as set out in the Covenants. ARTICLE IX ASSESSMENTS,DUES,FEES,FINES and CHARGES The Association,actingthrough the Board of Directors,shallhave the power to levy assessments,dues,fees,finesand charges on itsmembers.The assessments levied shall be used exclusively to promote operations,maintenance,recreation, health,safetyand welfare ofthe residentsof the property and for the improvement and the maintenance of the common open spaces,storm water retentionsystems, parking areas,private streets,landscape maintenance,liabilityinsurance, Association employees'wages,mailing costs and other relatedexpenses incurred on behalf of the Association as furtherdescribed hereafter. The assessments shallbe levied consistentwith Covenants. ARTICLE X BUDGETS On or before June 3&h of each year,the Board shallprepare and mail to each member a budget for expenses for the forthcoming calendar year.The Board shall cause a copy of an operating statement to simultaneously be prepared showing income and disbursements forthepreceding fiscalyear. ARTICLE XI OUORUM Meetings oftheAssociation shallbe convened atthetime and place contained inthe notice of such meeting only ifa quorum of the membership interestispresent 14 eitherin person or by proxy.A quorum shallconsistof not lessthan thirtypercent (30%)of thetotalrepresented membership interestof the Association qualifiedand eligibleto vote at the time.Any membership interestmay be represented by the owner thereof or by his agent who has written authorityto so act,includingwritten proxy. ARTICLE XII VOTING INTEREST Whenever any lot,parcelor unitisowned or leasedby two or more persons or by an entity,such person or persons or entitymust,priorto a meeting where voting may be allowed,among and between themselves determine who isentitledto vote the membership interestand inwhat manner itshallbe voted.If,inthejudgment of the Board,a bona fideand irreconcilabledisputearisesas to the voting or rightto vote a membership interest,such interestmay be declared to be a dispute and forthe time such interestisin dispute,the member(s)holding such shallhave no voting rights. ARTICLE XIII SECRETARY The Secretaryof the Board of Directors shallmaintain a record of allmembership interestsin theAssociation.In order tomake a determination of membership interest forany purpose statedintheseBylaws or thelaws oftheStateof Montana,theBoard may order therecord closed for a statedperiod of time.Notice of assessments and liabilityfor assessments shall be in the name of the registered owner on the membership listatthe time assessments are declared by the Board. ARTICLE XIV BOARD MEMBERS The Board of Directors shallbe establishedconsistentwith the South University District Protective Agreements Binding All Property Owners (Covenants, Conditions and Restrictions). Members of the Board of Directors shall be authorized pursuant to the Covenants and these Bylaws.Members of the Board and theirofficers,assistant officers,agents and employees acting in good faithon behalf of the Association: (1)shallnot be liableto the members or theirrespectiveowners or members as a resultof theiractivitiesas such for any mistake of judgment,negligence or otherwise,except fortheirown willfulmisconduct or bad faith; (2)shallhave no personalliabilityincontractto a member or any otherperson 15 or entityunder any agreement,instrument or transactionentered into by them on behalf of the Association intheircapacity as such; (3)shallhave no personal liabilityin tortto any member or any person or entity,except fortheirown willfulmisconduct or bad faith; (4)shallhave no personal liabilityarisingout of the use,misuse or condition ofthe Property which might in any way be assessed againstor imputed to them as a resultof or by virtueof theircapacity as such. ARTICLE XV TERMS AND REPLACEMENT The terms of officefor members of the Board shallbe three (3)year terms afterthe initialstaggering of terms in which Board member 1 shallserve a one year term;Board members 2 and 3 shallserve a two year term and Board members 4 and 5 shallserve a three year term.The Declarant shallappoint the initialmembers to the Board of Directors.In the event of a vacancy during a term,the Board shall replace the board member.At the end of each term,the vacancy shallbe filledby a vote of the members of the Association. ARTICLE XVI COMMITTEES Pursuant to the Title 35,Chapter 2,M.C.A.and subject to the restrictions statedthereinthe Board may appoint committees toactforthe Board and toexercise the authority of the Board on matters referred to them by the Board.Such committees may be dissolved atany time by the Board of Directors. ARTICLE VII INSURANCE The Board may purchase insurance policies to protect the property of the Association against casualty loss and to protect the Association and the Board members,when acting in their officialcapacity,from liability.The extent and specificnature of coverage shallbe determined by the Board. ARTICLE XVIII COVENANTS No actsby the Association or by the Board of Directors shallbe contrary to the Covenants on filewith the Clerk and Recorder of GallatinCounty,Montana, and amendments thereto.On itsown initiative,the Board may take such actionas it deems necessary,including the taking of legalaction and initiatingsuitto enforce the Covenants. 16 ARTICLE XX COMPENSATION Board members shallbe reimbursed for any out-of-pocket expenses incurred while actingintheirofficialcapacity,but only to the extent approved by the other Board members. ARTICLE XXI SEVERABILITY A determination of invalidityof any one or more of the provisions or conditions hereof by judgment,order,or decree of a court shallnot affectin any manner theotherprovisionshereof,which shallremain in fullforce and effect. ARTICLE XXII INTERPRETATION AND AMENDMENT The Board shallhave thepower to interpretallthe provisions of these Bylaws and such interpretationshall be binding on all persons.These Bylaws may be amended from time to time whenever at least thirtypercent (30%)of the membership interestsshallhave voted infavor of such amendment. THESE BYLAWS were adopted by the Board of Directors for SOUTH UNIVERSITY DISTRICT-P SE 3 -BLOCK 3 PROPERTY OWNERS ASSOCIATION on the -day of 20 7-( l7