Amended and Restated Bylaws for the. Big Sky Owners Association, Inc.

Transcription

1 After recording please return to: P.O. Box Big Sky, Montana Space Above This Line For Recorder s Use Only Amended and Restated Bylaws for the Amended and Restated Bylaws for the Page 1 of 32

2 Table of Contents Heading Page Number Article 1 Introduction 1.1 Applicability Name, Composition and Purpose Definitions Compliance Principal Office Records 8 Article 2 Membership 2.1 Membership Created Entitlement of Membership Interests Membership and Membership Interest Run with the Land Annual Meeting Special Meetings Notice of Meetings Adjournment of Meetings Voting Suspension of Voting Rights Quorum Membership Approval Membership Rights and Privileges Conduct of Meetings Member Resolutions 11 Article 3 Directors 3.1 Number and Qualification Powers and Duties Employees Election of Directors Term of Office Removal or Resignation of Directors Vacancies Regular Meetings Special Meetings Notice of, and Waiver of Notice for, Regular and Special Director Meetings Transaction of Business Directors Quorum and Action Proxies 16 Amended and Restated Bylaws for the Page 2 of 32

3 3.14 Compensation, Loans to, or Guarantees for Directors Conduct of Meetings Open Meetings Executive Session Action by Written Consent 17 Article 4 Officers 4.1 Designation Election of Officers Resignation and Removal of Officers Vacancies Chairperson Vice Chairperson Secretary Treasurer Compensation, Loans to, or Guarantees for Officers 18 Article 5 Indemnification of Directors, Officers, Agents and Employees 5.1 Indemnification of Directors or Member Volunteers Advance Expenses for Directors or Member Volunteers Indemnification of Officers, Agents and Employees Mandatory Indemnification 20 Article 6 Committees 6.1 Formation and Termination Authority Meetings Nominating Committee Big Sky Architectural Committee Article 7 Assessments 7.1 Liens and Assessments: Creation of the Lien and Personal Obligation of Assessments Annual Assessments Special Assessments Rate of Assessment Restrictions on Increase in Annual or Special Assessment Effect of Nonpayment of Assessments and/or Fines: Remedies of the Association 26 Amended and Restated Bylaws for the Page 3 of 32

4 Article 8 Finances 8.1 Fiscal Year Budget Checks, Drafts, Etc Contracts Deposits 27 Article 9 Enforcement Powers and Procedures 9.1 Procedure Discretion Costs of Enforcement Delegation Remedies Cumulative Joint and Several Liability 28 Article 10 Association Jurisdiction 10.1 Existing Jurisdiction Expansion of Jurisdiction Article 11 Miscellaneous 11.1 Severability Interpretation and Amendment 29 Exhibit A Amended and Restated Bylaws for the Page 4 of 32

5 Article 1 Introduction 1.1 Applicability. These Amended and Restated Bylaws (hereinafter referred to as Bylaws) provide for governance of the Association for the real property as further described in the attached Exhibit A, incorporated herein by reference. These Bylaws supersede the bylaws recorded in Film 22, Page on December 20, 1973; Film 22, Page on January 29, 1974; Film 36, Page on February 28, 1977; Film 68, Page on February 19, 1982; Film 155, Page on August 2, 1995; and Film 161, Page on April 9, 1996 with the Gallatin County Clerk and Recorder s Office, Gallatin County, Montana and recorded in Book 240, Page on January 29, 1974; Book 252, Page on March 11, 1977; Book 284, Page on February 19, 1982; Book 391, Page on August 2, 1995; and Book 398, Page on April 10, 1996 with the Madison County Clerk and Recorder s Office, Madison County, Montana. 1.2 Name, Composition and Purpose. The name of the Association shall be the Big Sky Owners Association, Inc. The Association shall be a Montana non-profit corporation and shall have all the powers of a non-profit corporation enumerated and set forth in et. seq., MCA. The purpose of the corporation is formed exclusively as a home owners association within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, and its regulations as the same now exists or as it may be amended from time to time. 1.3 Definitions. Capitalized terms herein shall have the following meanings, unless otherwise defined in the particular Article or Section Articles or Articles of Incorporation. Shall refer to the Articles of Incorporation of the as filed with the Montana Secretary of State on October 24, 1972 and any amendments and restatements thereto Association. The, a Montana nonprofit corporation operating pursuant to , et. seq., MCA, its successors or assigns Association s Jurisdiction. Shall refer to the jurisdiction of the Association as set forth in these Bylaws, Exhibit A Board of Directors or Board. The body responsible for the governance of the Association, selected as provided in these Bylaws and generally serving the same role as the board of directors under Montana corporate law BSAC. Shall refer to the Big Sky Architectural Committee as established in these Bylaws. Amended and Restated Bylaws for the Page 5 of 32

6 1.3.6 Bylaws. Refers to these Amended and Restated Bylaws for the Big Sky Owners Association, Inc Common Area. All real and personal property, including easements, which the Association owns, leases or otherwise holds possessory or use rights for the common use and enjoyment of the Members Date of Record. The date set by the Board for determining the Members entitled to receive notice of any regular, special or annual meeting. If no date is set by the Board, then such date will be determined by statute under MCA Declaration or Declarations. Refers to a Declaration of Protective Covenants, but exclusive of a declaration of condominium, that are recorded in the Public Records and applicable to real property within the Association s Jurisdiction Design Regulations. Refers to those design regulations adopted by the Board on January 17, 2014, effective January 21, 2014 and as subsequently amended Director. Shall refer to those Members elected or appointed to serve on the Board Good Standing. Refers to a Member s standing with the Association. In order to be in Good Standing, Members must be current on the payment of their assessments; not be deemed by the Board to be in violation of the Governing Documents and/or resolutions or policies of the Board and BSAC; and current on any other payments deemed due and owing to the Association (including but not limited to design review fees, performance deposits and fines) Governing Documents. Shall be the collective reference for Bylaws, Articles, Declarations, Design Regulations and policies and resolutions of the Board, all as lawfully amended from time to time Improved Land. Shall refer to any Unit, Lot or Tract within a platted subdivision (minor or major), or other real property that does not meet the definition of Undeveloped (Recreational) Land including but not limited to parks Lot. A legally described division of real property created pursuant to a subdivision plat recorded in the Public Records MCA. Refers to the Montana Codes Annotated 2017 and any subsequent amendments. Amended and Restated Bylaws for the Page 6 of 32

7 Member or Membership. A Person who is an Owner of a Unit, Lot or Tract. If a Unit, Lot, or Tract is held by more than one Person, all co- Owners shall share the rights and obligations of membership in the Association, provided that there shall be collectively only one membership for each Unit, Lot, or Tract. The term Membership is a collective reference of the total Members of the Association Membership Interest. A Membership Interest is assigned to each Unit, Lot or Tract in Article 2 of these Bylaws for purposes of assigning voting rights, allocating assessment liability to Members and determining eligibility to serve on the Board of Directors or on the BSAC Membership Volunteer. A Member who freely offers to take part in an enterprise or undertake a task assigned to a BSOA Committee, Subcommittee or Event Owner. One or more Persons who hold the record title to any Unit, Lot, or Tract of land within the boundaries described in Exhibit A, excluding in all cases any Person holding an interest merely as security for the performance of an obligation Person. A natural person, a corporation, a partnership, a trustee, or any other legal entity Public Records. The public land records in the offices of the Clerk and Recorder of Gallatin County, Montana or the Clerk and Recorder of Madison County, Montana Staff. Shall refer to the employees or agents of the Big Sky Owners Association, Inc Tract. A legally described division of real property created pursuant to or described in a survey containing a surveyor s certificate, which is recorded in the Public Records Undeveloped (Recreational) Land. Shall be defined as land that is currently used or designated as publicly accessible ski slopes within the Association s Jurisdiction Unit. A Condominium Unit which is a legally described division of real property created pursuant to the Montana Unit Ownership Act, et. seq., MCA Written Ballot. A written instrument issued to each Membership Interest by the Association for purposes of voting in situations in which action of Amended and Restated Bylaws for the Page 7 of 32

8 the Members is to be taken or authorized with or without a meeting of the Members, as provided in MCA. A written ballot shall include a ballot sent to a member via or other electronic means with the Member s consent. 1.4 Compliance. Each Owner or his/her/its tenants, guests and/or invitees of any Unit, Lot or Tract shall comply with all applicable Governing Documents. 1.5 Principal Office. The address of the principal office of the Association shall be: 145 Center Lane, Unit J, (P.O. Box ) Big Sky, Montana, or as thereafter designated with the Montana Secretary of State. 1.6 Records. The Association shall make available, during normal business hours, for inspection all minutes, contracts, resolutions and financial records of the Association to any Member in Good Standing, or his/her/its agent or attorney, for any proper purpose. Article 2 Membership 2.1 Membership Created. Each Person who is an Owner, by accepting a recorded deed for real property within the Association s Jurisdiction, is deemed to consent to and shall be a Member of the Association. 2.2 Entitlement of Membership Interests. Every Unit, Lot, and Tract shall be entitled to one Membership Interest. Each Tract of 100 acres or more shall be entitled to one Membership Interest, and in addition, one additional Membership Interest for each 100- acre increment (or part thereof) if the Tract is greater than 100 acres. No Membership Interest shall be assigned to a Unit, Lot, or Tract, owned or held by the Association. 2.3 Membership and Membership Interest Run with the Land. All Owners of a Unit, Lot, or Tract shall automatically, upon becoming the Owner, be a Member of the Association, and shall remain a Member thereof until the time the ownership ceases for any reason, at which time the Membership in the Association shall automatically cease. Membership shall be appurtenant to and may not be separated from the ownership of any Unit, Lot or Tract subject to assessment. It is the responsibility of the grantor (Owner as seller ) to contact the Association and provide it with a copy of the recorded document of transfer evidencing the grantee s (buyer s) name and accurate mailing address. Membership shall begin and the Membership Interests shall vest upon recording a deed. Membership shall terminate and Membership Interests shall be revoked upon a Person divesting ownership of a Unit, Lot or Tract. No Member may withdraw nor be expelled while being an Owner. A Mortgagee does not have membership rights until it obtains title to a Unit, Lot or Tract by foreclosure or deed in lieu thereof. Amended and Restated Bylaws for the Page 8 of 32

9 2.4 Annual Meeting. There shall be an annual meeting of Members held on a day selected by the Board; the date, the hour and place of such meeting shall be contained in the notice of meetings as hereinafter described. The annual meeting shall be the time for the election of Directors and any other legitimate business deemed proper to come before the Membership by the Board. Voting at all meetings shall be in the manner prescribed in these Bylaws. 2.5 Special Meetings. Special meetings of Members may be called at any time upon the initiative of the Board. A special meeting must be called when a petition signed by five percent (5%) of the Membership Interests outstanding and eligible to vote has been presented to any Director in accordance with MCA. Notice of a special meeting shall be given as soon as practicable but not more than thirty (30) days after such demand has been presented to any Director in accordance with MCA. Notice of any such special meeting shall state the hour, date, and place of the meeting and shall further precisely state the reason of such meeting, and said special meeting held shall be strictly confined to the matters set forth in the notice. 2.6 Notice of Meetings. Written notice of all meetings, annual and special, shall be mailed or ed to every Member of record. notification must be consented to by the Member. For special meetings, notice must be given no less than ten (10) days before the meeting date or, if notice is mailed by certified mail, not less than thirty (30) days and not more than sixty (60) days before the date of the meeting. If a Member has requested notices, these must also be sent no less than ten (10) days before the meeting date. For annual meetings, notice must be given not less than thirty (30) days and not more than sixty (60) days before the date of the meeting. It shall be the duty of each Member to advise the Association of his/her/its current address, contact information and address, if Member wishes to receive notices via , and any changes thereof. In the absence of such notice, the Member's address shall be the address on file with the Association. If no address is on file with the Association, then the address shall be the address on record with the applicable county treasurer's office. 2.7 Adjournment of Meetings. If at any meeting of the Members a quorum is not present, a majority of the Members present at such meeting in person may adjourn the meeting to a time not less than thirty (30) days after such adjournment and in compliance with the notice provisions of (4) MCA. 2.8 Voting. Each Membership Interest, as defined in Article 2 of these Bylaws, shall have one vote. Members in Good Standing may vote in person, or by Written Ballot, as provided herein. Each timeshare Membership Interest shall determine among itself prior to any Membership vote, which member is entitled to vote the Membership Interest and in what manner it shall be voted. Each timeshare Membership Interest shall submit to the Secretary of the Association affidavits from a majority of the Persons voting for the ownership interest in the Membership Interest setting forth the name of the person authorized to vote on behalf of the Membership Interest no later than fifteen (15) days prior to any Membership vote. If more than one Person seeks to exercise the vote for a Membership Interest, the voting privilege shall be suspended. Amended and Restated Bylaws for the Page 9 of 32

10 Membership Interest for purposes of receiving notice and the exercise of voting rights shall be determined by the Board not more than seventy (70) days in advance of the date of any annual or special meeting Proxies. There shall be no voting by proxy Cumulative Voting. There shall be no cumulative voting for Board of Director candidates Written Ballots Action taken. Any action that may be taken at any annual or special meeting of Members may be taken without a meeting if approved by Written Ballot, as provided herein. Approval by Written Ballot shall be valid only when the number of votes cast by Written Ballot equals the quorum required under Section 2.10 below and the number of approvals equals or exceeds the number of Membership Interests required under Section 2.11 below. Written Ballots may also be used at a meeting for the election of Directors and other actions Procedure. The Board shall send a Written Ballot to each Membership Interest entitled to vote on the matter. The Written Ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action and for nominees for the Board. All solicitations for votes by Written Ballot shall indicate the number of responses needed to meet the quorum requirements; state the percentage of approvals necessary to approve each matter; and specify the time by which Written Ballot must be received by the Association in order to be counted. The results of each action by Written Ballot shall be certified by the Secretary and shall be included in the minutes of meetings of Members filed in the permanent records of the Association. 2.9 Suspension of Voting Rights. The Board shall have the right to suspend the voting right, architectural review approval and or the right to use the Common Area, of any Member or Members of the Association for the period during which any assessment, covenant compliance violation, design review fee, fine, or performance deposit against the Unit, Lot, or Tract owned by such Member or Members remains unpaid and delinquent. Any suspension of such voting rights, architectural review and approval, and/or the right to use the Common Area shall be made by the Board at a meeting upon giving written notice to the Member whose rights are being sought to be suspended, at least ten (10) days prior to the holding of such meeting. Such notice shall be given either by personal delivery, or deposited in the United States mail, certified or registered, postage and fees prepaid, return receipt requested, addressed to such Member at the address given to the Association by him/her/it for the purpose of Association records. Such notice, if mailed, shall be deemed given and received four (4) days after being so deposited in the United States mail in the manner aforesaid. Amended and Restated Bylaws for the Page 10 of 32

11 2.10 Quorum. Meetings of the Association or action taken by Written Ballot shall be proper only if a quorum of the Membership Interest is established either in person, by Written Ballot or any combination of the foregoing. A quorum shall consist of twentyfive percent (25%) of all votes entitled to be cast by Members of the Association in Good Standing at the time Membership Approval. Once quorum is established under Section 2.10 above, unless a greater number is otherwise stated, any action or issue requiring a vote of the Membership shall be approved upon the affirmative vote, in person, via Written Ballot, or any combination of the foregoing, of more than fifty percent (50%) of all votes cast by the Membership on the issue Membership Rights and Privileges. No Member shall have the right, without the prior approval of the Board, to exercise any of the powers or to perform any of the acts by these Bylaws or the Declarations delegated to the Board or the Association. Each Member in Good Standing shall have the rights and privileges, including, but not limited to, property rights and rights to access, use and enjoy the Common Area granted to the Members by these Bylaws subject to such limitations as may be imposed in accordance therewith Conduct of Meetings. All meetings both annual and special shall be presided over by the Chairperson of the Board or his/her appointed representative. Meetings of the Members shall be conducted in accordance with a recognized system of parliamentary procedure adopted by the Board. Notwithstanding any other provision of law, notice of meetings of the Members shall specify those matters the Board intends to present for action by the Members, but, except as otherwise provided by law, any proper matter may be presented at the meeting for action Member Resolutions. Resolutions may be introduced by any Member at any annual or special meeting provided such resolution in written form is presented to the Secretary of the Board no later than sixty (60) days prior to the date of such meeting. The Secretary shall include the language of the proposed resolution with the notice of the meeting and the Written Ballot. All resolutions passed by Membership Approval under Section 2.11 above shall be binding on the Board. Such binding resolutions shall have the effect of compelling the Board to take positive action in response to the general inclination of the resolution. However, the scope, extent and specific character of all such action shall be within the final discretion of the Board. Article 3 Directors 3.1 Number and Qualification. The Board may be made up of any number from five (5) to nine (9) Directors. At such time as the Board in its discretion believes it to be in the best interests of the Association, it may increase the Board upon resolution, but there Amended and Restated Bylaws for the Page 11 of 32

12 shall never be less than five (5) Directors. Directors and candidates for the Board shall be Association Members in Good Standing. 3.2 Powers and Duties. The Board shall have the following powers and duties: The Board shall have all of the powers and duties necessary for the governance of the Association s affairs and for performing all responsibilities and exercising all rights of the Association as set forth in the Governing Documents and as provided by law. The Board may not do or cause to be done any acts and things as set forth in the Governing Documents or Montana law that are directed to be done and exercised exclusively by the Membership generally To make capital expenditures, to enter into contracts and agreements, and to provide services and functions as are necessary to effect the business of the Association; provided, however, that the following capital expenditures, contracts and agreements shall be approved by the Membership as provided in Article 2, Section 2.11 of these Bylaws: 1) individual contracts and agreements with a term in excess of five (5) years; 2) expenditures of BSOA assessments, excluding reserves, for each capital improvement project in any given fiscal year totaling more than thirty percent (30%) of the Association s average annual operating budget for the preceding three (3) years; and 3) mortgaging, encumbering, or otherwise disposing of any property of the Association, whether real or personal, valued in excess of fifteen percent (15%) of the Association s average annual budget for the preceding three (3) years To make and establish rules and regulations for the governance of facilities and the performing of such functions, the taking of such action and operating in such areas as are within the Association s Jurisdiction To make assessments as described in these Bylaws, including assessments collected for the purpose of establishing reserves To take necessary and appropriate action to collect assessments from Members including the recording of liens, the assessment of penalties and interest, and prosecuting foreclosures as provided in these Bylaws To call meetings of the Membership both annual and special and to preside over such meetings, and to give appropriate notice of such meetings as required by these Bylaws To formulate and introduce resolutions at the meetings of the Membership To hold meetings of the Board as are necessary to conduct Association affairs. Amended and Restated Bylaws for the Page 12 of 32

13 3.2.9 To pay the expenses of the Association, including but not limited to all taxes or assessments and to contract and pay for such insurance as may be necessary in the best interests of the Association and to provide for the use and disposition of the insurance proceeds in the event of loss or damage To keep records in a good and businesslike manner of all assessments made, all expenditures, the status of each Member s payments of assessment, minutes of meetings of the Membership and Board, and a record of its Members giving their names and address The Board shall purchase insurance policies, to protect the property of the Association against casualty loss and to protect the Association, Directors, and Staff (when acting in their official capacity) from liability. The extent and specific nature of coverage shall be determined by the Board To do any and all things necessary to carry into effect these Bylaws and to implement the purposes as stated in the Articles and to do any and all things necessary to require compliance with and enforce the Governing Documents and Declarations, which by Article 3, Section are made a part of these Bylaws To deal with agencies, officers, boards, commissions, departments, and other governmental bodies on a Federal, State, County and local basis to carry out the powers, duties and responsibilities herein On its own initiative, the Board may take such action as it deems necessary, including the taking of legal action and initiating suit to enforce the Governing Documents, some of which are recorded in the Public Records on the lands described in Exhibit A, or as it may be supplemented as provided in Article To exercise all the powers generally granted to a Montana nonprofit corporation under MCA. 3.3 Employees. The Board may at its discretion appoint Persons to generally supervise and control the business of this Association and delegate certain powers, duties and responsibilities to such Persons. The manner of selection, the qualifications, salaries, the term of employment, the method of removal, the scope of duties and responsibilities, and the number of such employees shall be determined by the Board. 3.4 Election of Directors Nomination of Directors. Every member in Good Standing who has an interest in serving as a Director must file as a candidate with the Nominating Committee. Prior to each annual meeting the Board shall prescribe the dates for a reasonable filing period. The Nominating Committee shall review all candidate filings and make recommendations for nominations from this pool of candidates for election to the Board pursuant to Article 6, Section 6.4 of these Bylaws. The Amended and Restated Bylaws for the Page 13 of 32

14 Board may also establish such other rules and procedures as it deems appropriate to allow other nominations for Directors to be made Election Procedures. Directors shall be elected at the Annual Meeting. The Secretary shall cause notice of the elections to be delivered to each Member in accordance with Section 2.6. Such notice shall list all candidates for each vacancy who have qualified in accordance with the procedures described in Section above. The Board or its designees shall open and count the votes. Each Member may cast one vote for each Membership Interest held by such Member for each position to be filled. However, no Member shall have more than one vote per Membership Interest. That number of candidates equal to the number of positions to be filled receiving the greatest number of votes shall be elected. The Board or its designee shall announce the candidates having been elected to the Board within thirty (30) days after the annual meeting by an acceptable means of communication as designated by the Board. 3.5 Term of Office. Directors shall serve a three-year term of office. Terms shall commence in such a manner so that approximately one-third of the positions are eligible for election at each annual meeting. Directors shall hold office until their respective successors have been elected. Directors may be elected to serve a maximum of three (3) consecutive three-year terms. If a Director has served three (3) consecutive three-year terms, said Director shall not be eligible to serve as a Director again (whether by election or appointment) for a minimum of one year after completion of his or her third (3 rd ) three-year term of office. 3.6 Removal or Resignation of Directors. Any Director may be removed, with or without cause, by the Membership as provided in Article 2, Section 2.11 of these Bylaws. Any Director whose removal is sought shall be given notice prior to any meeting called for that purpose. Upon removal of a Director, a successor shall be elected by the Members to fill the vacancy for the remainder of the term of such Director. Any Director who has three or more consecutive absences from Board meetings, or who is more than sixty (60) days delinquent in the payment of any assessment or other charge due the Association, may be removed by a vote of the Directors and the Board may appoint a successor to fill the vacancy for the remainder of the term. Any Director who ceases to hold a Membership Interest shall cease to be a Director effective immediately. 3.7 Vacancies. In the event of the death, disability, disqualification, or resignation of a Director, the Board may declare a vacancy and appoint a successor to fill the vacancy until the next annual meeting, at which time the Members shall elect a successor for the remainder of the term. Amended and Restated Bylaws for the Page 14 of 32

15 3.8 Regular Meetings. The Board will meet regularly but not less than quarterly at a time and place designated by the Board. The Board may provide, by resolution, the date, time and place (which shall be within the county where the Association's principal office is located) of additional regular meetings. Directors may participate in a meeting of the Board through use of (a) conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another or (b) electronic video screen communication or other communication equipment; provided that (i) all Directors participating in such a meeting can speak to and hear one another, (ii) all Directors are provided the means of fully participating in all matters before the Board, and (iii) the Association adopts and implements means of verifying that (A) a person participating in such a meeting is a Director or other person entitled to participate in the meeting and (B) all actions of, or votes by, the Board are taken or cast only by Directors and not persons who are not Directors. 3.9 Special Meetings. The Chairperson, or any two (2) Directors, or the Executive Officer and one (1) Director may call and give notice of special meetings of the Board. Those authorized to call special Board meetings may fix any place within the county where the Association has its principal office as the special meeting place. Directors may participate in a Special Meeting of the Board through use of (a) conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another or (b) electronic video screen communication or other communication equipment; provided that (i) all Directors participating in such a meeting can speak to and hear one another, (ii) all Directors are provided the means of fully participating in all matters before the Board, and (iii) the Association adopts and implements means of verifying that (A) a person participating in such a meeting is a Director or other person entitled to participate in the meeting and (B) all actions of, or votes by, the Board are taken or cast only by Directors and not persons who are not Directors Notice of, and Waiver of Notice for, Regular and Special Director Meetings Notice. The Association's Secretary shall give either, or written notice of any Board meeting at least five days before the meeting to the Director at the telephone number, address, phone number or mailing address provided by the Director for such notice. The notice shall include the meeting place, day, hour and purpose of the meeting. If the meeting is to be held by telephonic conference or electronic communications (regardless of whether it is regular or special), the Secretary must provide instructions for participating in the meeting Effective Date. If mailed, notice of any Director meeting shall be deemed to be effective at the earlier of: 1) five days after deposited in the United States mail, addressed to the Director's business office, with postage prepaid; or 2) the date shown on the return receipt (if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the Director); or 3) the date when received. If by , the date when received. Amended and Restated Bylaws for the Page 15 of 32

16 Waiver of Notice. Any Director may waive notice of any meeting. The waiver must be in writing, signed (electronic signatures are permitted) or ed by the Director entitled to the notice, and filed with the minutes or corporate records. A Director's attendance at a meeting waives the Director's right to object to lack of notice or defective notice of the meeting; this shall be true unless the Director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and does not vote for or assent to action taken at the meeting Transaction of Business. Directors or committee members may participate in a Board or committee meeting through use of (a) conference telephone or similar communications equipment, provided that all Directors or committee members participating in such a meeting can speak to and hear one another or (b) electronic video screen communication or other communication equipment; provided that (i) all Directors or committee members participating in such a meeting can speak to and hear one another, (ii) all Directors or committee members are provided the means of fully participating in all matters before the Board or committee, and (iii) the Association adopts and implements means of verifying that (A) a person participating in such a meeting is a Director or other person entitled to participate in the meeting and (B) all actions of, or votes by, the Board or committee are taken or cast only by Directors or committee members and if action taken is in accordance with the provisions specified in Subsection 3.17 of this Article. A Director participating in a meeting by telephone or through electronic communications is deemed present in person at the meeting. The Chairperson of the meeting may establish reasonable rules as to conducting the meeting by telephone or electronically Directors Quorum and Action. A majority of the Directors will constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise set forth herein. Additionally, in the event three (3) Directors shall be sufficient to constitute a quorum for a Board meeting and only three (3) Board of Directors are present at the meeting, any action taken by the Board at such meeting must be unanimously approved by the Board of Directors present at the meeting. If less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting without further notice and will have the authority to set the date for the next meeting Proxies. There shall be no Director voting by proxy Compensation, Loans to, or Guarantees for Directors. Directors shall not receive compensation for their services. However, Directors may be reimbursed for Board approved expenses. In addition, the Association may not lend money to or guarantee the obligation of a Director of the Association Conduct of Meetings. All meetings shall be presided over by the Chairperson or his/her appointed representative. Amended and Restated Bylaws for the Page 16 of 32

17 3.16 Open Meetings. All meetings of the Board shall be open to all Members, and the Board shall permit any Member to speak at any meeting of the Board, except for meetings of the Board held in executive session. The Board shall establish a reasonable time limit for all Members to speak before a meeting of the Board Executive Session. The Board may meet and convene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and matters relating to the formation of contracts with third parties. Matters involving Member discipline or assessment payments shall be held in executive session and the Members involved are entitled to attend. Any matter discussed in executive session shall be generally noted in the minutes of the immediately following open meeting Action by Written Consent. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing, setting forth the action so taken, is signed (fax signatures are acceptable) or ed by all the Directors and is included in the minutes filed with the corporate records reflecting the action taken. Article 4 Officers 4.1 Designation. The principal officers of the Association shall be the Chairperson, Vice Chairperson, Secretary and Treasurer, all of whom shall be elected by the Directors from the current Board. 4.2 Election of Officers. The officers of the Association shall be elected annually by the Directors at the first Board meeting after the annual meeting. 4.3 Resignation and Removal of Officers. Any officer may resign at any time by giving dated written notice of such resignation to the Board. The resignation is effective upon receipt by the Board. Any officer may be removed from office by the vote of a majority of the Directors for any reason and without cause. 4.4 Vacancies. In the event of the death, disability, disqualification or resignation of an officer, the Board may appoint a successor to fill the vacancy. 4.5 Chairperson. The Chairperson shall preside over all meetings of the Members and over all meetings of the Board. The Chairperson shall provide general organizational leadership to the Board of Directors and the Executive Officer of the Association, and shall perform such duties as may be specified, and exercise such powers as may be delegated by the Board. 4.6 Vice Chairperson. The Vice Chairperson shall serve on the Board and perform such duties as may be directed by the Chairperson in conducting Association business duties. The Vice Chairperson shall preside over any meeting in the absence of the Chairperson Amended and Restated Bylaws for the Page 17 of 32

18 and shall perform such duties as may be specified, and exercise such powers as may be delegated by the Board. 4.7 Secretary. The Secretary of the Board shall oversee the record of all Members and the number of Membership Interests to which each Member is entitled. In order to make a determination of Membership Interest for any purpose stated in these Bylaws or the laws of the State of Montana, the Board may order the record closed for a stated period of time. 4.8 Treasurer. The Treasurer shall: (1) oversee all funds and securities of the Association; (2) oversee reports for moneys due and payable to the Association, and oversee reports for deposit of all moneys in the Association s name in banks, trust companies, or other depositaries that the Board shall select; (3) work with the bookkeeper and/or accountant in the preparation and presentation of any financial documents and submit those necessary documents to the Executive Officer for inclusion in the corporate records; and (4) in general perform all of the duties incident to the office of Treasurer and any other duties that the Chairperson or Board may assign to the Treasurer. If required by the Board, the Treasurer shall give a bond for the faithful performance of the Treasurer's duties and as insurance against the misappropriation of funds. If a bond is required, it shall be in a sum and with the surety or sureties that the Board shall determine. However, nothing in this provision prohibits the Treasurer from delegating the above duties to the Association s agents (i.e., including but not limited to accountants, bookkeeper, and auditors) or employees. 4.9 Compensation, Loans to, or Guarantees for Officers. Officers shall not receive compensation for their services. However, Officers may be reimbursed for Board approved expenses. In addition, the Association may not lend money to or guarantee the obligation of an officer of the Association. Article 5 Indemnification of Directors, Officers Agents, and Employees 5.1 Indemnification of Directors or Member Volunteers General. An individual made a party to a proceeding because the individual is or was a Director or Member Volunteer of the Association shall be indemnified against liability incurred in the proceeding, but only if the indemnification is both: 1) determined permissible and 2) authorized; as defined in subsection of this Section 5.1. The indemnification is further subject to the limitation specified in Subsection of this Section Determination and Authorization. The Association shall not indemnify a Director or Member Volunteer under this Section 5.1 of this Article unless: 1) determination has been made in accordance with procedures set forth in the Amended and Restated Bylaws for the Page 18 of 32

19 Montana Nonprofit Corporation Act that the Director or Member Volunteer met the standard of conduct set forth in Subsection below and 2) payment has been authorized in accordance with procedures listed in the Montana Nonprofit Corporation Act based on a conclusion that the expenses are reasonable, the Association has the financial ability to make the payment, and the financial resources of the Association should be devoted to this use rather than some other use by the Association Standard of Conduct. The individual shall demonstrate the general standards for Directors or Member Volunteers in accordance with and MCA, including: 1) the individual acted in good faith; and 2) in acting in an official capacity with the Association, that the individual's conduct was in the Association's best interests; in all other cases, that the individual's conduct was at least not opposed to the Association's best interests; and in the case of any criminal proceeding, that the individual had no reasonable cause to believe that the conduct was unlawful. A Director's or Member Volunteer s conduct with respect to an employee benefit plan for a purpose the Director or Member Volunteer reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of Subsection (2) that in all other cases, that the individual's conduct was at least not opposed to the Association's best interests. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, a determination that the Director or Member Volunteer did not meet the standard of conduct described in this Subsection No Indemnification Permitted in Certain Circumstances. The Association shall not indemnify a Director or Member Volunteer under this Section 5.1 of this Article if: 1) the Director or Member Volunteer was adjudged liable to the Association in a proceeding by or in the right of the Association; or 2) the Director or Member Volunteer was adjudged liable in any other proceeding charging that the Director or Member Volunteer improperly received personal benefit, whether or not the individual acted in an official capacity Indemnification Limited. Indemnification permitted under this Section 5.1 of this Article in connection with a proceeding by the Association or in the right of the Association is limited to the reasonable expenses and damages incurred in connection with the proceeding. 5.2 Advance Expenses for Directors or Member Volunteers. The Association may pay for or reimburse, in advance of final disposition of the proceeding, the reasonable expenses incurred by a Director who is a party to a proceeding if: Amended and Restated Bylaws for the Page 19 of 32

20 5.2.1 By following the procedures of the Montana Nonprofit Corporation Act the Board determined that the Director or Member Volunteer met requirements of Subsection listed below; and The Board authorized an advance payment to a Director or Member Volunteer; and The Director or Member Volunteer has furnished the Association with a written affirmation of the Director's or Member Volunteer s good faith belief that the Director or Member Volunteer has met the standard of conduct described in Subsection 5.1 of this Article; and The Director or Member Volunteer has provided the Association with a written undertaking, executed personally or on the Director's behalf, to repay the advance if it is ultimately determined that the Director or Member Volunteer did not meet the standard of conduct; the Director's or Member Volunteer s undertaking must be an unlimited general obligation, but need not be secured, and the Association may accept the undertaking without reference to financial ability to make repayment; and The Board determines that the facts then known to it would not preclude indemnification under Subsection 5.1 of this Article or the Montana Nonprofit Corporation Act. 5.3 Indemnification of Officers, Agents and Employees. The Board may choose to indemnify and advance expenses to any officer, employee, or agent of the Association applying those standards described in Section 5.1 of this Article. 5.4 Mandatory Indemnification. Notwithstanding any other provisions of these Bylaws, the Association shall indemnify a Director or officer or Member Volunteer, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or officer or Member Volunteer was a party because he or she is or was a Director or officer or Member Volunteer of the Association, against expenses incurred by the Director or officer or Member Volunteer in connection with the proceeding. Article 6 Committees 6.1 Formation and Termination. There shall be a Nominating Committee as provided for in Section 6.4 below, as well as a Big Sky Architectural Committee as provided for in Section 6.5 below. All other committees may be formed by a majority vote of the Board of Directors. The Board will designate the committee chair and then appoint committee members, to carry out specific action items, all as determined by the Board or as delegated to the Nominating Committee. Committees may be dissolved at any time by a majority vote of the Board of Directors. Amended and Restated Bylaws for the Page 20 of 32

21 6.2 Authority. Committees will provide recommendations to the Board but will not have the authority to make decisions on behalf of the Board. All decision-making authority rests with the Board, unless the specific committee has been created (chartered) so that it has authority to act on the Board s behalf and the committee has two or more Directors who serve at the pleasure of the Board. However, such authority does not authorize the committee to: authorize payments or purchases unless specifically provided otherwise by the Board; elect, appoint, or remove Directors or fill vacancies on the Board or any of its committee; adopt, amend, or repeal, the Articles or Bylaws; and any other limitations on authority as imposed by the laws of the State of Montana. In addition, the designation of a committee with authority to act on behalf of the Board does not operate to relieve the Board of Directors, or any individual Director, of any responsibility on it or him/her by law. 6.3 Meetings. Any such committees will meet as needed to effectively carry out their objectives. 6.4 Nominating Committee. The Nominating Committee shall consist of two Directors, one of whom shall be chair of the committee, and not less than two or more than five Members in Good Standing. The Nominating Committee members shall be appointed by the Board to serve a term of one year or until their successors are appointed and such appointment shall be made at the first Board meeting after the annual meeting. The Nominating Committee shall make as many nominations for election or appointment to the Board as it shall determine, but in no event less than the number of positions to be filled. The Nominating Committee shall submit to the Board recommendations for nominations of candidates for election and appointment as prescribed in the Nominating Committee Charter. 6.5 Big Sky Architectural Committee. There is hereby created the Big Sky Architectural Committee (hereinafter BSAC ), which is a committee of the Association. Said BSAC is the same committee as that established and/or referred to in the Declarations of other subdivisions created within the area defined by the Association s Jurisdiction. There shall be seven members of the BSAC: two Directors from the Board appointed by the Board; three members appointed by Boyne USA, Inc.; and two members elected by the Members of the Association from the Membership. Election of Members to the BSAC will follow procedures stated in Subsection and of Section 3.4 in these Bylaws. BSAC members are to serve staggered three-year terms. Mid-term vacancies are to be filled accordingly: Board of Directors vacancies and Member vacancies shall be filled by the Board. Boyne USA, Inc. vacancies shall be appointed by Boyne USA, Inc. The right bestowed to Boyne USA, Inc. to appoint three members of the BSAC ceases in the year 2020 or when Boyne USA, Inc. by written statement relinquishes this right, whichever comes first. This right is nontransferable except Boyne USA, Inc. may transfer this right to a wholly-owned subsidiary of Boyne USA, Inc. or to a company where Boyne USA, Inc. holds a majority interest. Boyne appointees may continue to serve three-year terms for those appointed before October 1, After September Amended and Restated Bylaws for the Page 21 of 32