AMENDED AND RESTATED BYLAWS
OF
ROCK CREEK PROTECTIVE ASSOCIATION, INC.
THESE AMENDED AND RESTATED BYLAWS are made and executed this 16th day of June, 2009, by the Board of Directors of Rock Creek Protective Association, a Montana nonprofit corporation. These restated and amended Bylaws shall supersede the original Bylaws of the corporation and all amendments to or restatements of those Bylaws.
WHEREAS, Rock Creek Protective Association, Inc. has previously created and adopted Bylaws effective May 19, 2006, and,
WHEREAS, Board of Directors, pursuant to the authority granted by ARTICLE 9, Section 9.1, the Board of Directors desire to amend and restate the Bylaws in order to avoid confusion in the affairs of the Corporation.
NOW, THEREFORE, The Board of Directors of Rock Creek Protective Association, Inc. hereby direct that the Bylaws of the Corporation shall be amended and restated, and that the following provisions shall constitute, as of the date of execution, the Bylaws of the Rock Creek Protective Association, Inc.
ARTICLE 1
DEFINITIONS
Section 1.1 “Articles of Incorporation” means the articles of incorporation of the Association which have been filed with the Secretary of State of the State of Montana, as they may be amended from time to time.
Section 1.2 “Association” means Rock Creek Protective Association, Inc., a Montana non-profit corporation.
Section 1.3 “Fiscal year.” The fiscal year of the association will be the calendar year.
Section 1.4 “Member” means each person who become a member of the association.
Section 1.5 “Person” means a natural person, a trustee, a personal representative, a corporation, a partnership, a limited partnership, a limited liability company, a joint venture, a government entity, or any other individual or entity capable of holding title to real property.
Section 1.6 “RCPA” means Rock Creek Protective Association, Inc., a Montana non-profit corporation.
Section 1.7 “Rock Creek area” means the Rock Creek drainage from Kyle Bohrnsen Bridge to the Clark Fork River.
Section 1.8 “Services” means all services which the Association is required or may choose to provide to the members.
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ARTICLE 2
IDENTIFICATION
Section 2.1 Name. The name of the corporation is Rock Creek Protective Association, Inc., (RCPA).
Section 2.2 Governing law. The corporation has been formed under the nonprofit corporation statutes of the State of Montana.
Section 2.3 Location of offices. The principal office of the corporation will be located at the current president’s residence. The corporation may have such other offices as the board of directors and officers may establish from time to time.
Section 2.4 Seal. The seal of the corporation will consist of the name of the corporation, the state of its incorporation, and the year of its incorporation.
ARTICLE 3
MEMBERS
Section 3.1 Membership. Any person who owns, or resides upon, real property in the Rock Creek Area and is interested in furthering the purposes for which this corporation has been formed is eligible to become a member. Membership in the corporation shall be available without regard to race, color, creed, religion, sex, age, marital status, physical or mental handicap or national origin, or ancestry and all members have the same rights, privileges, and obligations. If membership is held by a corporation or other entity, the entity or group shall be considered one member. One membership can be held by two household members for each property (each of these two is entitled to one vote). If there are more than two owners or adult residents of a property, the additional owners or residents of the property can join as separate members. Each member shall be entitled to one vote on any business matter which shall lawfully come before the members. Each member shall be eligible for benefits that the board of directors shall determine from time to time.
Section 3.2 Membership Admission. The corporation may not admit a member to the corporation without that member’s consent. To be initially admitted as a member of the corporation, the applicant must:
make a payment of annual dues, if so required by the board of directors.
Where the board requires annual dues, membership shall last for the fiscal year in which annual dues are paid by the member. The member may extend membership for one (1) year periods by payment of annual dues, if the corporation requires dues.
Section 3.3 Non-transferability of Membership. Membership in the corporation is nontransferable and non-assignable.
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Section 3.4 Termination of Members. The corporation may suspend or terminate a member from the corporation if the board of directors has made a good faith determination that it is in the best interests of the corporation to do so. In addition, the corporation may only suspend or terminate a member from the corporation pursuant to the following procedure, which shall be carried out in good faith. The procedure provides:
the corporation must, by first class mail, give the member written notice of the suspension or termination not less than fifteen (15) days prior to the effective date of the proposed action and an explanation of the reasons for it, and
an opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the suspension or termination by a person or persons authorized to decide that the proposed suspension or termination not occur, or
the board of directors may conduct the hearing, or in its sole discretion, may allow a committee of the board of directors or a committee of members, to hold the hearing and make the determination.
Notwithstanding the above provisions, the corporation shall consider a membership terminated if (i) the board of directors has established annual dues in accordance with these Bylaws and the member fails to make the payment of annual dues or (ii) the board has established specific terms for membership.
Section 3.5 Membership Term. The board of directors may establish a membership term. If the board of directors establishes a term, membership shall last until the term expires. Regardless of whether the board of directors determines a term, membership shall expire before the end of the term if the member has been suspended or terminated in accordance with these Bylaws, or when the member resigns or dies.
Section 3.6 Dues. The board of directors may determine that annual membership dues shall be paid by each member. The board of directors may establish a different amount of dues to be paid by different types of membership. If dues are required, the board of directors may terminate members for non-payment of annual membership dues. The board may (but is not required to) notify members of non-payment of dues and may provide a grace period in which to pay dues.
Section 3.7 Annual Membership Meeting. The members shall convene their annual meeting on immediately before the board of directors’ annual meeting, which shall be held in July or August each year, the exact date to be determined by the current board.
Section 3.8 Special Membership Meetings. The President, Secretary, board of directors, or a majority of the members may call a special membership meeting for any purpose or purposes described in the meeting notice. If 25% of members request a special meeting, they
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must do so in writing, and sign, date, and deliver the demand to any corporate officer at least ten (10) days before the corporation must give notice of the meeting; the President shall then call the special meeting on these members’ behalf. For purposes of determining whether the members have met the 25% requirement, the record date is at the close of business on the thirtieth (30) day before delivery of the demand or demands for a special meeting to any corporate officer.
Section 3.9 Place of Membership Meeting. The board of directors may designate any place within a reasonable distance of Rock Creek as the meeting place for any annual or special meeting of the members. If the board of directors does not designate a meeting place, then the members shall meet at the principal office of the corporation in Montana.
Section 3.10 Notice of Membership Meeting.
Required notice. The secretary of the corporation shall deliver notice of the membership meeting to each record member.
Manner of Communication. The secretary of the corporation shall deliver notice of the membership meeting to members by a separate written notice. The notice must be given in a fair and reasonable manner and must be delivered by parcel post or may be delivered electronically. The notice must state the place, date and hour of any annual or special membership meeting.
Effective Date. The secretary shall deliver the notice, either personally, by mail, or electronically not less than twenty (20) nor more than sixty (60) days before the date of the meeting. Notice shall be deemed to be effective at the earlier of the following:
the date when the notice was deposited in the United States mail, if mailed postpaid and currently addressed to the member at the member’s address as it appears on the corporation’s record books;
or
the date shown of the return receipt (if sent registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee); or
the date when received, sent electronically
the date five (5) days after deposit in the United States mail, if mailed postpaid and correctly addressed to an address other than that shown in the corporation’s current member record book.
Adjourned Meeting. If the members adjourned any membership meeting to a different date, time or place, the secretary need not give notice of the new date, time and place, if the new date, time, and place is announced for the adjourned meeting, or must fix one, the secretary must give notice, in accordance with the requirements of paragraph (b) and (c) of this section, to those persons who are members as of the new record date.
Waiver of Notice. A member entitled to a notice may waive notice of the meeting (or any notice required by the Montana Nonprofit Corporation Act or Bylaws), by a writing signed by the member. The member must send the notice of waiver to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records.
A member’s attendance at a meeting:
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waives the member’s right to object to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
waives the member’s right to object to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Contents of Notice. The notice of each membership meeting shall include a description of the meeting’s purpose or purposes. Regardless of whether the notice is of an annual or special membership meeting, if a purpose of the meeting is for the members to consider either:
a proposed amendment to the articles of incorporating (including and restated articles requiring member approval),
a plan of merger,
the sale, lease, exchange or other disposition of all, or substantially all of the corporation’s property,
the dissolution of the corporation; or,
the removal of the director,
then the notice must state this purpose and be accompanied by a copy or summary, if applicable, of the:
amendment to articles,
plan or merger; or,
transaction for disposition of all the corporation’s property.
Likewise, if the corporation indemnifies or advances expenses to a director as defined by the Montana Nonprofit Corporation Act, the secretary shall report this information in writing to all the members with or before notice of the next membership meeting.
Section 3.11 Conduct of Membership Meetings
Conduct of Meeting. The President, on in the President’s absence, the Vice-President, or in their absence, any person chosen by the members present shall call the membership meeting to order and shall act as the chairperson of the meeting. The chairperson (or a person designated by the chairperson) shall establish rules of the meeting what will freely facilitate debate and decision mating. The chairperson will indicate who may speak when and when a vote will be taken. The secretary of the corporation shall act as the secretary of all meetings of the members, but in the secretary’s absence, the presiding officer may appoint any other person to act as the secretary of the meeting.
Order of Business. The order of business at a membership meeting shall be as follows:
call to order,
reading of prior minutes,
election of directors or officers, if that is the purpose of the meeting,
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business specified by the notice,
unfinished business,
new business,
adjournment
At the annual meeting, the president and treasurer shall report on the activities and financial condition of the corporation.
Section 3.12 Membership List.
Contents of List. After the board fixes a record date for notice of a meeting, the officer or agent maintaining the corporation’s record books shall prepare a complete record of the members entitles to notice of the meeting.
Inspection. At the discretion of the board of directors, the membership list may be available for inspection by any member exclusively for the purpose of communication with other members concerning the meeting, beginning two (2)
business days after the secretary gives notice of the meeting for which the list was prepared. The list, which can only be requested for purposes of communication between members regarding the meeting, will continue to be available throughout the meeting. The list shall be located at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting is to be held. At the discretion of the board of directors, a member, the member’s agent, or attorney is entitled on written demand to inspect and, subject to the requirements of this Article, to copy the list during regular business hours. If the board of directors allows inspection of the list, the member shall be responsible for any reasonable inspection and copying expenses. The corporation shall maintain the membership list in written form on in another form capable of conversion into written form within a reasonable time. After the board fixes a record date for notice of a meeting until the adjournment of the meeting, the corporation may act as an intermediary between members for communication regarding the meeting.
Limitations on Use of Membership List. Without consent of the board, a membership list or any part of it may not be obtained or used by a person for any purpose unrelated to a member’s interest as a member. This prohibition against use of membership list for unrelated purposes includes but is not limited to:
using the list to solicit money or property unless the money or property will be used solely to solicit the votes of members in an election to be held by the corporation,
using the list for any commercial purpose; or
the selling or purchasing of the list.
Section 3.13 Membership Quorum and Voting Requirements.
Quorum. A simple majority of members in attendance.
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Section 3.14 Membership Action by Written or Electronic Ballot.
Authority. Members may take any action without a meeting if action by ballot is authorized by the board of directors and the corporation delivers a written or electronic ballot, in their discretion, to every member to vote on that matter.
Contents. A written or electronic ballot must set forth each proposed action and provide the members with an opportunity to vote for or against each proposed action.
Approval. The corporation shall consider an action by written or electronic ballot approved only when the number of votes cast by ballot equals or exceeds the quorum that the bylaws require to be present at a meeting authorizing the action; and the number of approvals equals or exceeds the number of votes that the bylaws require to approve the matter at a meeting.
Solicitations. All solicitations made in advance of the meeting for votes by written or electronic ballot must: indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve each matter other than election of directors, and specify the time by which a ballot must be received by the corporation to be counted.
Revocation. A written or electronic ballot may not be revoked.
Section 3.15 Voting of Membership. Each member is entitled to one (1) vote on each matter voted on by the members. Unless otherwise stated in these Bylaws, when members vote to take action on a matter, a majority vote shall carry. At an election for directors, each member will be entitled to cast as many votes as equal the number of directors which are to be elected, with each vote being cast for a different candidate. The candidates who receive the most votes will become members of the board of directors. If the board of directors submits an issue to the members for a vote, each member will be entitled to cast one vote, and any action or resolution must be approved by a majority of the members casting votes, unless the action or resolution authorizing the vote requires a greater percentage of the members to approve the action or resolution.
Section 3.16 Corporation’s Acceptance of Votes.
When Signature Corresponds to Member’s Name. If the name signed or authenticated on a vote, ballot, consent, waiver, corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, or waiver, and give it effect as the act of the member.
When Signature Doesn’t Correspond to Member’s Name. If the name signed or authenticated on a vote, consent, waiver, does not correspond to the name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, or waiver, and give it effect as the act of the member if:
the member is an entity as defined in the Montana Nonprofit Corporation Act and the name signed or authenticated purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign or
authenticate for the member has been presented with respect to the vote,
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consent, or waiver.
the name signed or authenticated purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign or authenticate for the member has been presented with respect to the vote, consent, or waiver.
two (2) or more persons hold the membership as households, cotenants or fiduciaries and:
the name signed or authenticated purports to be the name of at
least one (1) of the co-holders; and
the person signing or authenticating appears to be acting on behalf of all the co-holders.
Doubt About Validity of Signature or Authentication. The corporation is entitled to reject a vote, ballot, consent, or waiver, if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature or authentication on it or about the signatory’s authority to sign or authenticate for the member.
No Liability. The corporation and its officer or agent who accepts or rejects a vote, ballot, consent, or waiver, in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
Section 3.17 Informal Action by Members. The members may act on any matter generally required or permitted at a membership meeting, without actually meeting, if eighty (80%) of the members entitled to vote on the subject matter sign one (1) or more written consent(s) to the action; the members must deliver the consent(s) to the corporation for inclusion in the minute book.
Section 3.18 Corporate Records.
Minutes and Accounting Records. The corporation shall keep a permanent record of the minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors acting in place of the board and on behalf of the corporations. The corporation shall maintain appropriate accounting records.
Membership List. The corporation shall maintain a record of the members’ names and addresses. The membership list shall indicate each member is entitled to one (1) vote.
Form. The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
Other Records. The corporation shall keep a copy of the following records at its principal office or at a location from with the records may be recovered within two (2) business days:
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its articles or restated articles of incorporation and all amendments to them currently in effect;
its bylaws or restated bylaws and all amendments to them currently in effect;
resolutions adopted by the board of directors;
the minutes of all membership meetings, and records of all actions taken by members without a meeting, for the past three (3) years;
the financial statement furnished for the past three (3) years to the members;
a list of the names and business address of its current directors and officers; and,
its most recent annual report delivered to the Secretary of State.
Section 3.19 Member’s rights to inspect corporate records.
Absolute Inspection Rights of Records by Members. A member (or a member’s agent or attorney) is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 3.19 (d i-vii). The member must give the corporation written notice or a written demand to inspect at least five (5) days before the date on which the member wishes to inspect and copy.
Conditional Inspection Right. The member (or the member’s agent or attorney) may inspect and copy, at a reasonable time and reasonable location specified by the corporation, additional records if the member meets the following criteria:
the member must give the corporation a written demand to inspect made in good faith and for a proper purpose at least five (5) business days before the date on which the member wishes to inspect and copy; and,
the member must describe with reasonable particularity:
the member’s purpose
the records that the member desires to inspect; and,
if the request may infringe upon any individual privacy issues associated with any other member.
the board of directors, in their discretion, will determine if the request is made in good faith and is for a proper purpose and will not infringe upon the individual privacy rights of other members.
Additional Records. If the board of directors determines that the requesting member meets the requirements of section 3.20 (b), the member may inspect and copy:
excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors acting on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members without a meeting;
accounting records of the corporation; and,
the membership list.
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Copy Costs. The right to copy includes the right to photograph, Xerox, or copy by other reasonable means. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
Section 3.20 Rights and responsibilities. Members are entitled to vote on the agenda items. New business items not on the agenda which require a vote will be tables to the next membership meeting.
ARTICLE 4.
BOARD OF DIRECTORS
Section 4.1 Powers and duties. The business affairs and property of the corporation will be generally managed and supervised by a board of directors.
Section 4.2 Number of directors. The board of directors will be composed of no more than eleven (11) directors and no less than seven (7) directors. The board of directors may increase or decrease the number of directors within this range from time to time by resolutions adopted by three-quarters of the directors, but there will always be an odd number of directors.
Section 4.3 Qualifications of directors. Directors must be members of the corporation. Directors do not need to be residents of the state of Montana or citizens of the United States of America. A director may be employed by or provide services to the corporation.
Section 4.4 Election of directors, Election Committee and Voting. Subject to the nomination procedures found in Section 4.5, at the annual meeting of the members, nominations will be accepted for new directors to replace the directors whose terms are expiring. After nominations have been received, each member present at the meeting, or voting member (see 3.16), will vote for as many of the nominees as there are positions to be filled, and the nominees who receive the most votes will be elected as members of the board of directors. The following procedures shall be followed in each election of directors:
Election Committee. Before each election the board of directors shall appoint an election committee consisting of at least two (2) directors and two (2) members, whose duty it shall be to see that the election of officers at any forthcoming election is carried out according to the terms and conditions of these Bylaws, that all votes of the members eligible to vote are properly tallied and canvassed, and to declare the true results of the election of directors.
Voting. In the discretion of the majority of the members, voting for directors may either be conducted by secret written ballot or by an oral vote.
Section 4.5 Nomination of directors. The following nominating procedures shall be
followed in each election of directors:
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Nominating Committee. Each election year the board of directors shall appoint a nominating committee consisting of at least two (2) directors and two (2) members which shall nominate members for election as directors. The nominating committee shall make as many nominations as may be requested by the board of directors and/or members, but not less nominations than the number of positions to be filled for directors.
Nominating Procedure. At any time before adjournment of a regular board of directors meeting immediately preceding the annual meeting, the Nominating Committee shall present the board of directors a slate of candidates to replace the directors whose terms are expiring, confirming the fact that personal contact with the candidates, by the committee, found them willing to accept the responsibilities and
duties of being a director. The persons nominated by the nominating committee for election or reelection as directors shall be named in the notice of the annual meeting of the members.
Section 4.6 Term of Office. The currently serving board of directors serve until the end of the 2009 annual meeting of the members, during which meeting their successors will be elected. Of the directors elected at the 2009 annual meeting of the members, one-third will have a one (1) year term of office, one-third will have a two (2) year term of office, and one-third will have a three (3) year term of office, in order to produce staggered terms of office. The length of the terms of the directors elected at the 2009 annual meeting of the members will be established by a random drawing held after the directors have been elected. All directors elected at subsequent annual meetings will be elected to three (3) year terms of office. Each elected director’s term of office will begin upon the adjournment of the annual meeting at which he or she is elected, and will end upon the adjournment of the annual meeting of the members at which his or her successor is elected. No decrease in the number of directors will have the effect of shortening the term of any incumbent director.
Section 4.7 Maximum Terms of Office. There is no limit to the number of terms that an individual may serve as an elected director.
Section 4.8 Resignation. A director may resign at any time by giving written notice of his or her resignation to the board of directors.
Section 4.9 Leave of Absence. Any director may be granted a leave of absence from the board of directors so long as the leave is approved by a majority of the other directors. A leave of absence will not extend the term of office of a director.
4.10 Removal. A director may be removed from office by the affirmative vote of three-fourth of the directors for malfeasance, lack of sympathy with the purposes of the corporation, or refusal to render reasonable assistance in carrying out the purposes of the corporation. No such vote may be held at a meeting unless the directors who request the vote mailed a written notice to every member of the board of directors at least ten (10) days before the meeting, advising all
directors that they intend to request such a vote, and stating the name of the director that they propose to remove and the grounds for the proposed removal.
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Section 4.11 Vacancies. A vacancy in the board of directors created by the resignation, removal, or death of a director will be filled by the majority vote of the remaining directors. Each person elected to fill a vacancy will hold office until the next annual meeting whereby the members will elect a director to fill the unexpired term of the director which he or she is replacing, at the end of which term he or she may be nominated for reelection.
Section 4.12 Fees and Compensation. Officers, directors, and employees of the corporation may receive such compensation, if any, for their attendance at meetings, their work for the corporation, and their expenses as may be deemed reasonable by the board of directors and established by resolution.
ARTICLE 5
MEETINGS OF DIRECTORS
Section 5.1 Place of Meetings. Meetings of the board of directors, whether annual, regular, or special, may be held at any place designated by the board, or in the case of a special meeting at any place designated in the notice of the meeting.
Section 5.2 Annual Meetings. An annual meeting of the board of directors will be held in July or August each year, the exact date to be determined by the current board members for the purpose of any business as may come before the meeting.
Section 5.3 Regular Meetings. The board of directors may be resolution establish a time and place for holding regularly scheduled meetings of the board of directors. No notice of any kind need be given to the directors of any such regularly scheduled meetings.
Section 5.4 Special Meetings. Special meetings of the board of directors may be called by the president of the corporation or by a majority of the members of the board of directors then in office, by sending notices to all of the directors in the manner required by this article of the Bylaws.
Section 5.5 Notices of Annual and Special Meetings. Each of the directors must be notified of the place, date, and time of each annual meeting of the board of directors by sending written notice of the meeting to him or her by mail, fax or electronic mail at least twenty (20) days before the meeting. Each of the directors must be notified of the place, date, and time of each special meeting of the board of director by sending written notice of the meeting to him or her by mail or express delivery service at least seven (7) days before the meeting, or by actually delivering written or oral notice of the meeting to him or her in person, by telephone, by fax, or by other means of instantaneous electronic transmission at least five (5) days before the meeting. Notice of any meeting of the board of directors may be waived in writing signed by the person or persons entitled to the notice, whether before or after the time of the meeting. Attendance at a meeting by a director will be a waiver by that director of notice of the time and place of the
meeting, unless at the beginning of the meeting the director states any objection to the notice of the meeting or the transaction of business during the meeting. Neither the business to be transacted, at, nor the purpose of any special meeting of the board of directors need be specified
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in the notice or waiver of notice of the meeting unless specifically required by another provision of these Bylaws.
Section 5.6 Addresses for Notices. Each director will advise the corporation from time to time of the address, fax number, email address or telephone number to which notices of meetings will be sent, and notices will be effective if sent to that director at that address, fax number, email address or telephone number.
Section 5.7 Quorum. A majority of the directors will constitute a quorum for the transaction of business at any meeting of the board of directors. No business may be conducted at a meeting until a quorum is present. The directors present at a duly called meeting may
continue to conduct business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.
Section 5.8 Voting. At every meeting of the board of directors, each director will be entitled to one vote. Upon the demand of any director, the vote upon any question before the board of directors will be by ballot. An action or resolution approved by a majority of the directors present at a meeting at which a quorum is present will be an action of the board of directors, unless these Bylaws require approval by a greater percentage of the directors.
Section 5.9 Action Without Assembling. Any action which may be taken at a meeting of the board of directors may be taken by the directors by communicating with each other by means of conference telephone or similar communications equipment.
Section 5.10 Action Without a Meeting. Any action required to be taken at a meeting of the board of directors may be taken without a meeting if consent in writing setting forth the action so taken is signed by all of the directors then in office. Any such written consent may be executed in any number of counterparts, will have the same effect as a unanimous vote of the directors, and will be inserted in the minute book as if it were the minutes of a directors’ meeting.
ARTICLE 6
OFFICERS
Section 6.1 Officers of the Corporation. The officers of the corporation will be a President, a Vice President, a Secretary, and a Treasurer, each of whom will be elected by the board of directors. In addition to the above officers, the board of directors may elect or appoint such other officers, assistant officers and agents as it deems necessary at such times, in such manner and upon such terms as it will prescribe.
Section 6.2 Qualifications for Office. The president, vice president, secretary, and treasurer must be members of the board of directors, but other officers or employees elected or
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appointed by the board of directors need not be members of the board of directors. The individual holding the office of secretary will not also hold the office of either president or vice president.
Section 6.3 Election of officers, and Voting. Subject of the nomination procedures found in section 4.5, after the election of the board of directors, the president, vice president, secretary and treasurer will be elected by the board of directors at the first board of directors meeting.
Voting. At the discretion of the majority of the board of directors, voting for officers may either be conducted by secret written ballot or by an oral vote.
Section 6.4 Term of Office. The initial officers of the corporation will hold their offices until the end of the 2008 annual meeting of the board of directors, during which meeting their successors will be elected. All officers elected in subsequent years will be elected to one (1) year terms of office. Each officer’s term of office will begin upon the adjournment of the annual meeting at which he or she is elected, and will end upon the adjournment of the annual meeting of the board of directors in the year in which his or her successor is elected.
Section 6.5 Maximum terms of Office. There is no limit to the number of terms that a director may serve in a particular office.
Section 6.6 Resignation. Any officer may resign at any time by giving written notice of his or her resignation to the board of directors.
Section 6.7 Removal. Any officer may be removed from office by the affirmative vote of three-fourths of the board of directors for malfeasance, lack of sympathy with the purposes of the corporation, or refusal to render reasonable assistance in carrying out the purposes of the corporation. No such vote maybe held at a meeting unless the directors who request the vote mailed a written notice to every member of the board of directors at least ten (10) days before the meeting, advising all directors that they intend to request such a vote, and
stating the name of the officer that they propose to remove and the grounds for the proposed removal. The removal of an officer from office will also remove that officer from the board of directors, unless the resolution removing the officer from office expressly states that the officer will remain a member of the board of directors.
Section 6.8 Vacancies. If a vacancy occurs in any office of the corporation as a result of the resignation, removal, death, or disqualification of any officer, the majority of the board of directors may, at their sole discretion, fill the office with a director. Each person elected to fill a vacancy will hold office to fill the unexpired term of the officer which he or she is replacing, at the end of which term he or she may be nominated by the board of directors for reelection.
Section 6.9 Duties and Powers.
Powers and duties of the President. The president will preside at meetings of the members and the board of directors; will manage and supervise the business affairs and property of the corporation, subject, however, to the control of the board of directors, will sign or countersign contracts and other instruments of the corporation; will make reports to the board of directors and to the members; and will perform such
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other duties as are incident to this office or are properly requested of him or her by the board of directors.
Powers and duties of the Vice President. The principal duties of the vice president will be to discharge the duties of the president in the event of the absence or disability for any cause whatsoever of the president, and to perform such other duties as the board of directors or the president may from time to time request.
Powers and duties of the Secretary. The principal duties of the secretary will be to countersign all contracts and other instruments of the corporation; to affix the seal of the corporation thereto and to such other papers as will be required or directed to be sealed; the keep a record of the proceedings of meetings of the members and meetings of the board of directors; to be custodian of the corporate records and seal of the corporation; to keep a register of the address of each member; to see that all notices are duly given as required by law and the provisions of these Bylaws; to safely and systematically keep all books, papers, records, and documents belonging to the corporation or pertaining to the business thereof; and to perform such other duties as the board of directors of the president may from time to time request.
Powers and duties of the Treasurer. The principal duties of the treasurer will be to have charge and custody of and be responsible for all funds and investments of the corporation; to keep an account of all monies received and disbursed, and of monies and property at hand; and to perform such other duties as the board of directors or the president may from time to time request.
Section 6.10 Delegation of Duties. Whenever an officer is absent or whenever for any reason the board of directors may deem it desirable, the board of directors may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.
ARTICLE 7
INDEMNIFICATION AND INSURANCE
Section 7.1 Indemnification. The corporation will indemnify and advance expenses for directors and officers when permitted by MONTANA CODE ANNOTATED, Sections 35-2-446 through 35-2-454 and 35-2-912, as those statutes may be amended in the future.
Section 7.2 Insurance. The corporation may purchase and maintain directors and officers insurance covering all directors and officers of the corporation, in amounts and with the coverage which the board of directors considers prudent and commercially reasonable.
ARTICLE 8
AUTHORIZATION OF CORPORATE ACTS
Section 8.1 Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise granted to further the purposes of the corporation.
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Section 8.2 Contracts. The board of directors may authorize any officer or officers or agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 8.3 Loans. No loans will be contracted on behalf of the corporation and no evidence of indebtedness will be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 8.4 Checks and drafts. All checks, drafts, notes, or other orders for the payment of money or evidences of indebtedness issued in the name of the corporation will be signed by such officer, officers, agent or agents of the corporation and in such manner as will from time to time be established by resolution of the board of directors.
Section 8.5 Deposits. All funds of the corporation not otherwise employed will be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
Section 8.6 Contracts in which directors have an interest. No contract or other transaction of the corporation will be invalidated or affected by:
the fact that any director, individually or jointly with others, may be a party to or have a personal interest in the contract or transaction, or
the fact any director of the corporation has an interest in or is a director or officer of one of the other parties to the transaction; and each person who may become a director of this corporation is hereby relieved from any liability that might
otherwise arise by reason of his contracting with the corporation for the benefit of himself or any entity in which he may have an interest; provided, that the director fully reveals his interest in the contract or transaction to the board of directors, and that the contract or transaction is authorized, approved or ratified by a majority of the directors present at the meeting who do not have any interest in the transaction.
Section 8.7 Non-liability of Directors and Officers. The directors and officers of the corporation will not be liable for the debts and obligations of the corporation unless the expressly agree to assume any of such debts or obligations.
Section 8.8 Prohibition of Loans to Directors and Officers. No loans will be made by the corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan will be liable to the corporation for the amount of such loan until the loan is repaid.
Section 8.9 Prohibited Activities. If applicable, notwithstanding any other provisions of these Bylaws, no director, officer, employee, or agent of the corporation will take any action or carry on any activity by or on behalf of the corporation which is not permitted to be carried on by an organization exempt under the Internal Revenue Code and its Regulations, as they now exist or may hereafter be amended.
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ARTICLE 9
AMENDMENTS
Section 9.1 The Articles of the corporation and these Bylaws may be amended, repealed or restated by the affirmative vote of two-thirds of membership voting as stated in section of 3.14 of the Bylaws
Adopted by the board of directors to be effective as of June 16, 2009
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Kathleen Bartlett, Secretary
APPROVED:
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John Menson, President
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