Recital

WHEREAS the Association or Unit Owner of Greenhead Commercial Condominium a Montana Nonprofit Corporation of Belgrade, Montana, hereinafter refed to as the “Association” whereby lands and property hereinafter described are submitted to the provisions of Title 70, Chapter 23. M.C.A., also known as the "Montana Unit Ownership Act".

IT IS HEREBY AGREED AND UNDERSTOOD that this Bylaws will replace the existing Bylaws filings with the Clerk and Recorder of Gallatin County of State of Montana, film 2080429.

WHEREAS, on 23rd day of July 2013, the undersigned with the full authority and power to modify and amend the Bylaws, conditions and restrictions, with approval of seventy-five percent (75%) of the voting interest of the Association, located at 856 Glider Lane, Lot 3, Belgrade North Business Park Subdivision Phase II, situated in the NE ¼ of Section 35, Township 1 North, Range 4 East, PMM in the County of Gallatin, State of Montana, declare the original Bylaws are hereby revised, amended and restated, and replaced with the recording of this document.

All Unit Owners, their employees, business invitees, guests and any renter or sublease, present and future, shall have the rights and responsibilities described in these Amended and Restated Bylaws and shall be subject to its provisions thereof. The acquisition of an ownership interest in a unit in the Association signifies that the Unit Owner accepts, ratifies and agrees to comply with these Amended and Restated Bylaws.

Persons owning a Unit in the Association or an interest in a Unit or owning a Unit in any real estate tenancy relationship recognized by the State of Montana, shall be members of the Association of Unit Owners of Greenhead Commercial Condominium, with each person hereafter referred to as a Unit Owner. An Owner may not decline membership in the Association. Membership begins concurrently with the acquisition of an ownership interest and terminates at the time the ownership interest is terminated. The termination shall not relieve any Owner of liability for obligation incurred while a member of the Association. Membership in the Association does not in any way negate or impair any Owner's legal remedies, right to bring legal action, or defenses to any and all actions involving the Association, other Unit Owners, or the Management, which may arise from or be incident of Unit ownership.

Each Unit Owner shall be obligated to comply with these Amended and Restated Bylaws, the Amended and Restated Declaration and the Jaws of the City of Belgrade, the County of Gallatin, and the State of Montana. Such obligations shall include, but not be limited to, paying assessments levied by the Association, and adhering to the protective covenants that are a part of the Amended and Restated Declaration. Failure of any Owner to abide by these Amended and Restated Bylaws, the Amended and Restated Declaration and the laws of the City of Belgrade, the County of Gallatin, and the State of Montana, shall be grounds for appropriate legal action by the Association or by an aggrieved Unit Owner against such noncomplying Owner.

Annual Meeting

There shall be an annual meeting of the Association annually in January of each year, or on such other date properly announced by the Association.

Special Meetings

Pursuant to the Amended and Restated Bylaws, the Association may at any time hold special meetings. Special meetings may becalled on the initiative of the President of the Association, by the Board of Directors, a signed request of the Manager, or a petition signed by fifty-one percent (51%) of the Unit Owners. Notice of any special meeting must specify the reason for the meeting and the matters to be raised. Only matters set forth in the petition or request may be brought before such meeting unless fifty-one percent (51%) or more of the aggregate interest present agree otherwise.

Notice

Notice of all meetings, annual, regular or special, shall be mailed by the Association via facsimile (fax), United States Postal Service (USPS), or hand-delivery to every Unit Owner of record at his/her or its address of record at least ten (10) days prior to the time for holding the meeting. Such notice shall specify the date. time and place of the meeting. It shall make provisions to allow for the voting of each Unit Owner’s interest by proxy at the discretion of the Owner. The mailing of a notice in the manner provided in this paragraph shall be considered as notice served.

Quorum

No meeting, annual, regular or special, shall be convened to conduct business unless a quorum is present in person or by proxy. A quorum shall consist of fifty-one percent (51%) or more of the total aggregate Unit interest of the Association. At any time, during any meeting that a quorum is not present, the meeting shall be adjourned.

Each Unit Owner at Association meetings, shall have one (1) vote for each Unit owned in the General Common Elements as set forth in the Amended and Restated Declaration, a copy of which is being filed concurrently with the filing of these Amended and Restated Bylaws with the Clerk and Recorder of Gallatin County, State of Montana.

Each Units voting interest at Association meetings shall have an equal voting interest on all matters affecting the general business of the Association, the Common Elements, assessments for the Common Elements, and on all matters upon which the Association agreed to have voting by the Common Elements’ interest. Voting upon matters affecting Limited Common Elements and assessments for limited expenses shall be only by owners having a Unit or interest in the building affected.

Whenever a quorum is present at a meeting of the Association, or the Board of Directors of the Association, those present may do any and all acts they are empowered to do unless specific provision of these Amended and Restated Bylaws, the Amended and Restated Declaration, of the laws of the City of Belgrade, County of Gallatin, or the State of Montana direct otherwise.

Each Unit's voting interest may appoint a proxy to represent himself or herself at any annual, regular or special Association meeting. A proxy is a power of attorney given by one (1) person to another to vote in his/her stead. For all purposes including the exercise of voting rights, provided by lease filed with the President of the Association, a lessee of a unit must be considered a Unit Owner as stated in the Montana Unit Ownership Act §70-23-101, subparagraph 17.

The governance of the Association shall be by a Board of three (3) or five (5) Directors, elected from among the Unit Owners. The Board shall have all powers and responsibilities attendant to the general administration and control of the Association. The Board shall have the authority necessary to carry into effect the powers and duties specified by these Bylaws.

Each voting interest of the Association may vote to elect from the membership a Board of Directors who will serve a term of two (2) years. Members of the Board of Directors will serve in the positions of President, Vice-President, Secretary, Treasurer and Director-at-Large. If a three (3) member Board, the Secretary and Treasurer positions will be held by one (1) person. If there is a five (5) member Board, there will be a Member-at-Large elected to fill the fifth (5^th) position. Two (2) Directors are to be elected to serve in odd numbered years and one (1) or three (3) Directors in even number years. The manner of election of the Board of Directors shall be as follows:

Nominations for open positions on the Board of Directors may be done in the following manner:

1. A nominating committee of volunteers consisting of not fewer than three (3) Unit Owners will interview potential candidates and make recommendations of qualified candidates to the Board. A voting ballot will be provided to each unit voting interest at least thirty (30) days prior to the Annual Meeting. The voting ballot notice shall state that any Unit's voting interest may nominate any additional candidate or candidates in spaces provide on the voting ballot, not to exceed the number of Director(s) to be elected.
   
   
2. In the case of election of Unit Owner-elected Director or Directors by mail, nomination forms will be provided to each Unit Owner’s voting interest via facsimile (fax). USPS or hand delivery. The form will list position openings and request nomination name or names, brief resume'(s)and an optional photograph of each nominee. Nomination forms are to be returned (using address provided) by the date so indicated on the nomination form. Upon receipt of the names of proposed Director(s) sufficient to fill open Director positions. a voting ballot listing the number of Director(s) to be elected and the name(s), photos (optional) and brief resume'(s) of the nominee(s) will be provided to all Unit's voting interests via facsimile (tax), USPS, or hand delivery. The voting ballot notice shall state that any Unit's voting interest may nominate any additional candidate or candidates in spaces provided on the voting ballot, not to exceed the number of Director(s) to be elected. The voting ballot will be submitted using the address provided, by the due date so indicated on the voting ballot. Voting ballots received after the stated date shall not be effective. A person(s) elected as Director(s) pursuant to such an election shall take office effective upon announcement of election results at the next annual meeting of Unit Owners. 
   
3. At the annual meetings of the Association, nominations for positions on the Board shall be accepted from any of the Unit Owner voting interests present.

Voting will be non-cumulative with each Unit Owner voting interest having a vote for as many persons as there are Directors to be elected. Board members shall be elected by majority vote of the interests present or by voting by proxy at an annual or special meeting.

The officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board.

The Board of Directors shall have the following powers and duties:

A. To call annual meetings of the Association and give an annual report of the work of the Board of Directors and the of the Association at such meeting.
 
B. To conduct elections of the Board of Directors.

C. To enforce the provisions of the Declaration, Bylaws, and protective covenants of the Association by appropriate action.

D. To promulgate and adapt rules and regulations for the use of the Common Elements and for the occupancy of the Units so as not to interfere with the peace and quiet of all the other Units. The rules must be approved by a majority vote of the Unit’s voting interests at any annual, regular or special meetings of the Association. Within ten (10) days after approval, notification will be sent to all Unit Owners via facsimile (fax), United States Postal Service (USPS) or hand delivery.
 
E. To enter into contracts necessary to carry out the duties herein set forth.
 

F. To provide for the management of the Association by hiring or contracting with suitable and capable management and personnel for the day-to-day operation, maintenance, upkeep and repair of the General Common and Limited Common Elements, utility providers, and internet service provider lines and other services that service an entire building. To delegate authority to the Manager for the routine conduct of Association business. However, such authority shall be precisely defined with the ultimate authority at all times residing in the Board of Directors.
 

G. To delegate authority to the Manager for the routine conduct of Association business, however, such authority shall be precisely defined with ultimate authority at all times residing in the Board of Directors.
 

H. To provide a means of hearing grievances of Unit Owners and to respond appropriately.
 

I. To meet as a quorum of at least three (3) members of the Board of Directors at regularly scheduled times and to hold such meetings open to all Unit Owners or their proxies.

J. To classify the receipts and expenditures of the Association as appropriate into General Common Expanses and Limited Common Expenses and to include a provision for current expenses which shall include all receipts and expenditures to be made within the year for which the budget is made, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to the Reserve Funds. At the end of the fiscal year, any unused funds shall be designated for use to complete budget items or designated as "budget reserve contingency funds" and shall be shown in the next budget year. Other budget items may be provided for at the discretion of the Board of Directors.
 

K. To prepare an annual budget for the Association in order to determine the amount of the assessments payable by the Unit Owners to meet the General Common and Limited Common Expenses according to good accounting practices; to allocate and assess such chargers among the Unit Owners according to their respective interest in the General Common and Limited Common Elements. Copies of the budget and proposed assessments shall be transmitted to each voting interest before the annual meeting preceding the year for which the budget is made. Budgets for the Association shall be approved by a majority of the voting interest present at the meeting. If the budget is subsequently amended, a copy of the amended budget shall be furnished to each member.
 

L. To pay for the expenses of the repair and upkeep of the General Common Elements and the Limited Common Elements, and to approve payment vouchers either at regular or special meetings of the Directors.

M. To levy and collect special assessments whenever, in the opinion of the Board of Directors, it is necessary to do so in order to meet increased operating or maintenance expenses, cost, or additional capital expenses, or because of emergencies.

N. To levy dues, fees, fines, and assessments as allowed by the Amended and Restated. Declaration, these Amended and Restated Bylaws and the State of Montana, and to enforce the collection, expenditure and accounting of said assessments through any legal means required.

O. To take appropriate legal action to collect any delinquent assessments, payments or amounts due from Unit Owners, or from any person or persons owing money to the Association and to levy a penalty and to charge interest on unpaid amounts due and owing. However, other than for collection of delinquent assessments or accounts, the Board of Directors shall not initiate any litigation or lawsuit without prior approval of at least fifty-one percent (SI%) of the aggregate interest of the Unit Owners in the Association.

P. To defend in the name of the Association any and all lawsuits where the Association is a party plaintiff or defendant.

Q. To establish bank accounts for the Association and to keep funds of the Association. Accounts will be, but not limited to, checking, savings, contingency, Certificates of Deposit, and Reserve Accounts for General Common Elements. Each account will be named specific to its purpose and will not be commingled with any other account. Any and all interest earned will be credited to its specific account. All checks will be signed by two (2) bonded persons who are authorized by the Board of Directors. Any person handling Association funds must be bonded and authorized by the Board of Directors.

R. To provide that an internal Board review and financial report of the Association be made annually. The Board of Directors shall determine who shall complete the audit and financial report, a copy of which shall be furnished to each member of the Board of Directors no later than forty-five (45) days following the report.

S. To maintain the minutes and records of the Association and file any certificates and reports required by any statute, federal or state.

T. To act for and carry on the administration and affairs of the Association as authorized and prescribed by the Amended and Restated Declaration, and to do all those things which are necessary and reasonable in order to carry out the governance and operation of the Association.

U. To authorize repairs, alterations, additions, and improvements to the General Common and Limited Common Elements consistent with the managing the Association in a first-class manner and in the best interest of the Unit Owners.

V. To arrange, keep, maintain and renew the insurance for the Association as set forth in the Amended and Restated Declaration.

W. To carry out the duties and responsibilities of the Board of Directors in all other matters, as may be authorized, needed or required by the Declaration.

Should a vacancy occur on the Board of Directors, subject to the exception described below, shall appoint a member of the Association to serve the unexpired term. Such vacancy shall be filled no later than the next regular meeting after which it occurs. Should such vacancy not be filled by the Board of Directors at the next regular meeting of the Association, the Association may fill such vacancy.

At any regular or special meeting of the Association, any member of the Board of Directors may be removed by a majority of the aggregate interests in the Association in which case the vacancy shall be filled by the Association. Such removal matter must be announced in the notice of such regular or special meeting. Such vacancy shall be filled by a vote of the Unit Owner's voting interest. The notice delivery, via facsimile (fax), or United States Postal Service (USPS), or by hand deliver of such notice shell be considered notice served.

No member of the Board of Directors shall receive any compensation. Nothing herein shall be construed to preclude compensation being paid to Managers who are hired by the Board of Directors.



Any member of the Board of Directors must abstain from contract negotiation if he/she has conflict of interest.

Manager shall mean the manager, the Board of Directors, Management Corporation, or any other person or group of persons contracted by the Board of Directors for the purpose of conducting the day-to-day operation of the Association.

In the event that the Board of Directors elects to contract a Manager, the Manager shall be contracted and/or terminated by the Board of Directors.

The Manager shall specifically operate and manage the Association for and on behalf of the Unit Owners and shall have such other powers and authority as the Directors may designate. If there is no Manager or if the Manager resigns, is terminated or his/her or its contract expires, the Directors shall perform all the duties of the Manager.

No member shall be liable to the Association, or any of the members or Owners, or any third party for harm, injury, loss or damage suffered because of any action "taken or omitted to be taken by any member of the Board of Directors serving as a Board member in good faith if:
 

1. The Board member exercised and used the same degree of care and skill as a prudent man would have exercised or used under the circumstances in the conduct of his own affairs. Or
   
2. The Board member took or did not take, action in reliance upon advice of counsel or upon statements or information of other Owners or employees of the Association which he has reasonable grounds to believe.
   

The Owners and the Association shall indemnify and hold harmless the Officers and Directors of the Association from and against all contractual liability to others arising out of acts by, or contracts entered into by the Directors, while acting on behalf of the Association, unless such act was performed in bad faith, or contrary to the provision of law, these Amended and Restated Bylaws, or the Amended and Restated Declaration, except to the extent that such liability is satisfied by director’s and officers' liability insurance.

The Association shall not be liable to any Unit Owner for any failure of water supply or other service to be paid for as a Common Expense, or for injury or damage to any person or property caused by the elements, or resulting from electricity, water, snow, or ice, which may leak or flow over any portion of the Common Elements, or from any pipe, drain, conduit, appliance or equipment. The Association shall not be liable to any Unit Owner for loss or damage, by theft or otherwise, of articles which may be stored upon any of the Common Elements. This shall not be deemed a waiver of any liability between Unit Owners. No diminution or abatement of any assessment shall be claimed or allowed for inconvenience or discomfort arising from making repairs or improvement to the Common Elements or the exterior of any unit, or from any action taken by the Association to comply with any laws, ordinance order or directive of any governmental authority. The Association shall not be liable to any Unit Owner for any injury or damage to persons or property caused by another Owner. Any such liability shall be attributed solely to the responsible Unit Owner. The Association shalt not be liable to any Unit Owner for personal injuries or injuries to property occurring on Common Elements.

These procedures provide a process intended to prevent or overcome personal conflict and/or grievances that occur in the Association and to overcome such conflict or grievance without delay, in a conciliatory, informal and effective manner.

1. It is important that the resolution process systematically address the issues.
   
2. For the purpose of these procedures a grievance is defined as an Association problem or condition which Unit Owner(s) believes to be unfair, inequitable, not in keeping with established rules, regulations and policies for the Association and discriminatory or a hindrance to the Association.
   
3. Unit Owner(s) with a grievance are encouraged to address that grievance directly to the Board of Directors in writing stating specifically what the grievance is and giving the Board of Directors time to respond.
   
4. If no resolution is achieved. the Board of Directors may suggest the appropriate entity to proceed with the grievance and seek a resolution based on State and Federal policies and rules.
   

In accordance with the percentage of interest in the General Common Elements as set forth in the Amended and Restated Declaration, each Unit Owner shall be assessed for General Common Expenses. Such Assessments, and assessments for Limited Common Expenses shall be collected and paid according to the terms and under the procedures more particularly set forth in the Amended and Restated Declaration. The amount of assessments described above and any other assessments by these Bylaws, the Amended and Restated Declaration, City of Belgrade, County of Gallatin, and the State of Montana, shall be fixed by the Board of Directors. Notice of each Owner's assessments shall be via facsimile (fax), United States Postal Service, USPS), or hand delivery to the Owner at his/her or its address of record.

Costs and Attorney's fees

In any proceeding arising because of an alleged default by an Owner, the prevailing party shall be entitled to recover the costs of the proceedings and such reasonable attorney fees as may be determined by the Court.

No Waiver of Rights

The failure of the Association or of an Owner to enforce any right. provision, covenant or condition which may be granted by the Amended and Restated Declaration or these Amended and Restated Bylaws shall not constitute a waiver of the right of the Association or Owner to enforce such right, provision, covenant or condition in the future.

Election of Remedies

All rights, remedies and privileges granted to the Association or an Owner pursuant to any term, provision, covenant or condition of the Association documents shall be deemed cumulative. The exercise of any one or more shall not be deemed to constitute an election of remedies nor shall it preclude the party this exercising the same from exercising such other and additional rights, remedies or privilege as may be granted to such other party by the Association documents, or at law or in equity.

Surplus

Any surplus of common expenses payment by Owners over the actual expenses (including the reserves for contingencies and replacements) during a fiscal year of the Association shall be applied towards common expenses for the following year, or shall be applied in any other manner which shall benefit the Association and which, on the basis of United States Federal Income Tax Law, regulation and interpretations existing from time to time, in the sole discretion of the Board of Directors, is most likely to avoid taxation of such surplus; provided that such application is consistent with the proportional interest of all the Owners, and is not precluded by the terms of the Act, as amended from time to time.

Parliamentary Rules

Robert's Rules of Order (latest edition) shall govern the conduct of the Association’s meetings when not in conflict with the Montana Unit Ownership Act, the Amended and Restated Declaration or these Amended and Restated Bylaws. unless other rules governing the procedures of the Association are properly adopted.

Invalidity

The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity, enforcement or effect of the balance hereof, or the Amended and Restated Declaration.

Amendment of Bylaws shall be made in die following manner

Amendment changes may be proposed as a resolution by any Unit Owner or member of the Board of Directors at any regular or special meeting of the Unit Owners or meeting of the Board of Directors. Upon adoption of the resolution by a majority vote of those present, the amendment shall be made a subject for consideration in the following manners:

1. A copy of the amendment is to be provided to each Unit Owner's voting interest by facsimile (fax), United States Postal Service (USPS) or by hand delivery no later than thirty (30) days in advance of the next special or annual meeting. At such meeting the amendment will be approved upon receiving the favorable vote of no less than seventy-five percent (75%) of all Unit Owners.
   
   
2. When voting by mail ballot, a ballot will be given to each Unit Owner's voting interest via facsimile (fax), USPS, or hand delivery. The ballot shall contain the amendment being voted upon, as well as an explanation of the amendment. The returned voting ballot will be due, using the address provided, by the date so indicated on the ballot. Voting ballots received after the stated date shall not be effective. The amendment shall be approved upon receiving the favorable vote of seventy-five (75%) of the total percentage vote of all unit voting interests.

If so approved it shall be the responsibility of the President and Secretary of the Association to file the amendment with the Clerk and Recorder of Gallatin County, State of Montana.

The undersigned has filed, along with these Amended and Restated Bylaws, an Amended and Restated Declaration whereby the Association of Unit Owners of Greenhead Commercial Condominium is submitted subject to the Montana Unit Ownership Act Title §70-23-307 M.C.A. The Amended and Restated Declaration governs the acts, powers, duties and responsibilities of the Association of Unit Owners of Greenhead Commercial Condominium and in the event of these Amended and Restated Bylaws and the Amended and Restated Declaration are in conflict the Amended and Restated Declaration shall prevail.

The definition of terms set forth in the Amended and Restated Declaration shall be applicable throughout these amended and Restated Bylaws.

By virtue of these Amended and Restated Bylaws and the Amended and Restated Declaration, each Unit Owner has the right of membership in the Association and any Unit Owner may be on the Board of Directors of the Association.

The Association and its Board of Directors shall have the primary and final authority on all matters solely affecting the condominium area, subject to the laws, rules and regulations of the City of Belgrade, the County of Gallatin, and the State of Montana.



IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Bylaws for Association of Unit Owners of Greenhead Commercial Condominium to be made and executed according to and under the provisions of the Montana Unit Ownership Act, Title 70, Section 23, M.C.A., and the Bylaws for the Association of Unit Owners of Greenhead Commercial Condominium.