LONESOME DOVE RANCH
NAME AND LOCATION
The name of the corporation is LONESOME DOVE RANCH HOMEOWNERS ASSOCIATION, hereinafter referred to as the ASSOCIATION. The principal office of the corporation shall be located at the City of Cameron, Madison County, Montana, but meetings of members and directors may be held at such places as may be designated by the Board of Directors.
Section 1. Association shall mean and refer to LONESOME DOVE RANCH HOMEOWNERS ASSOCIATION, its successors and assigns.
Section 2. Common Area shall mean all, real property owned by the Association for the common use and enjoyment of the Owners.
Section 3. Declaration shall mean and refer to the Declaration of Protective Covenants, Conditions and Restrictions applicable to the Properties recorded in the office of Clerk and Recorder of the County of Madison, Montana.
Section 4. Lot shall mean and refer to any plat of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.
Section 5. Member shall mean and refer to those persons entitled to memberships as prescribed in the Declaration.
Section 6. Owner shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract buyers, but excluding those having such interest merely as security for the performance of an obligation.
Section 7. Properties shall mean and refer to that certain real property described in the Declaration of Protective Covenants, Conditions, and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
MEETING OF MEMBERS
Section 1: Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular meeting of the members shall be held in the month of July.
Section 2: Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request from 10% of the members.
Section 3: Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote, addressed to the member’s last appearing address on the books of the Association, or supplied by such member to the Association. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4: Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-third (1/3) of the voting membership shall constitute a quorum for any action except as otherwise provided in the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5: 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. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
BOARD OF DIRECTORS: SELECTION; TERM OF OFFICE
Section 1: Number. The affairs of the Association shall be managed by a Board of not less than three (3), but no more than nine (9) directors.
Section 2: Term of Office. The initial Board of Directors shall consist of three (3) directors who shall be appointed by Declarant to serve until the first annual meeting of the members. At that meeting the members shall elect a third of the directors for a term of one year, a third of the directors for a term of two years, and a third of the directors for a term of three years; and at each annual meeting thereafter the members shall elect a third of the directors for a term of three years.
Section 3: Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event, of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the un-expired term of his predecessor.
Section 4: Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5: Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
NOMINATION AND ELECTION OF DIRECTORS
Section 1: Method of Nomination. Candidates for election shall file a petition of candidacy with the Elections Committee at least three weeks before the annual meetings. The Elections Committee shall provide all members with a ballot containing the names of all bona fide candidates at the annual meeting.
Section 2: Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
MEETINGS OF DIRECTORS
Section 1: Regular Meetings. Regular meetings of the Board of Directors may be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board.
Section 2: Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days’ notice to each director.
Section 3: Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or 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.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1: Powers. The Board of Directors shall have power to:
(a) exercise for the Association all powers, duties and authority vested in or delegated to this Association by law, the Declaration or any Supplementary Declaration and not reserved to the membership by other provisions of these By-Laws or the Declaration.
(b) employ a manager, an independent contractor or such other employees as they deem necessary, and to prescribe their duties.
Section 2: Duties. It shall be the duty of the Board of Directors to:
(a) adopt and publish rules and regulations, governing the use of the Common Area and facilities, and the personal conduct of the members and their guest thereon, and to include these in the Book of Resolutions.
(b) cause to be kept a complete record of all its corporate affairs including the Book of Resolution, make such records available for inspection by any member or his agent and present an annual statement thereof to the members.
(c) supervise all officers, agents and employees of the Association and see that their duties are properly performed.
(d) issue upon demand by any member a certificate setting forth whether or not any assessment has been paid and giving evidence thereof for which a reasonable charge may be made.
(e) designate depositories for Association funds, designate those officers, agents and/or employees who shall have authority to withdraw funds from such accounts on behalf of the Association, and cause such persons to be bonded, as it may deem appropriate.
(f) hold a public hearing on the proposed annual budget and approve the annual, budget.
(g) annually set the date(s) assessments are due; decide what, if any, interest rate is to be applied to assessments which remain unpaid thirty (30) days after they become due.
(h) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of the due date of the annual assessment or first installment thereof.
(i) cause the lien against any Owner that has not paid within thirty (30) days after the due date notice to be brought against the owner personally obligated to pay the same.
(j) issue demand by any member a certificate setting forth whether or not any assessment has been paid and giving evidence hereof for which a reasonable charge may be made.
(k) cause the Common Areas to be maintained.
(l) procure and maintain adequate liability and hazard insurance on property owned by the Association.
(m) procure and maintain adequate liability, error and omission insurance for the Director and Officer of the Association.
(n) enter into mortgage agreements and obtain capital debt financing subject to the provisions of the Declaration.
(o) appoint such committees as prescribed in Article IX.
OFFICERS AND THEIR DUTIES
Section 1: Enumeration of Offices. The officers of this association shall be a president and vice president, who shall at all times be members of the Board of Directors a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2: Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3: Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless they shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4: Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5: Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on 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.
Section 6: Vacancies. A vacancy in any office may be filled with appointment by the Board. The officer appointed to such vacancy will serve for the remainder of the term of the officer he replaces.
Section 7: Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8: Duties. The duties of the Officers are as follows:
(a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all promissory notes.
(b) The vice president shall act in place and stand for the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign-all checks and promissory notes of the Association; keep proper books to be made by a public accountant at the completion of each fiscal year; order an audit and report findings to the Board of Directors; shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.
The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and an Elections Committee, as provided in these By-Laws. In addition, the Board of Director shall appoint other committees as deemed appropriate in carrying out its purpose.
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
As more fully provided in the Declaration each member is obligated to pay to the Association annual and special assessments, which are secured by a continuing lien upon the property, against which the assessment is made. Any assessments, which are not paid when due, shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the data of delinquency at the rate of ten (10) percent per annum, and the Association may bring a lien against the property, and interest, costs and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.
The Association shall have a seal in circular form having within its circumference the words LONESOME DOVE RANCH HOMEOWNERS ASSOCIATION.
Section 1: These By-Laws may be amended.
(a) By a vote of two-thirds (2/3) of the Directors at any meeting of the Directors duly called for that purpose, providing notice of the meeting has been given to the members at least fifteen (15) days prior to the annual meeting, and
(b) At the annual meeting of the members, by a vote of a majority of the members who are voting in person or by proxy.
Section 2: In the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.
ARCHITECTURAL REVIEW BOARD
Section 1: Composition. The Architectural Review Board shall be comprised of a chairman and two or more members. A quorum for Review Board action shall be three members.
Section 2: Duties. It shall be the duty of the Architectural Review Board to regulate theexternal design, appearance, location and maintenance of the Properties and of improvements thereon, to regulate such uses of property as described in the Declaration.
Section 3: Procedures. The Committee shall formulate general guidelines and procedures and submit them for confirmation to the Board of Directors. Such guidelines and procedures shall be considered adopted policy of the Board unless rejected by a two-thirds (2/3) vote of the Board within thirty (30) days of the date of submittal. The adopted guidelines and procedures shall be incorporated in the Book of Resolutions and the Committee shall act in accordance with such guidelines and procedures.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Each officer and director of the Association in consideration of his services as such, shall be indemnified by the Association to the extent permitted by law against expenses and liabilities reasonably incurred by them in connection with the defense of any action, suit, or proceeding, civil or criminal, to which he may be a party by reason of being or having been a director or officer of the Association. The foregoing right of indemnification shall not be exclusive of any other rights to which the director or officer or person may be entitled by law, or agreement, or vote of the members or otherwise.
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