RLCCE BYLAWS

Red Lodge Country Club Estates Property Owners Assoc. Inc. (RLCCEPOA),a nonprofit corporation, in accordance with the Amended Declaration of Covenants, Conditions and Restrictions of Red Lodge Country Club Estates, recorded December 16,2002 as Document No. 305096, RLCCEPOA Inc. and Bylaws, recorded February 26, 2008, as Document No. 331563, hereby submits these Amended Bylaws, which as of July 31,2017, affect all properties  set forth  in the Declaration.
 
STATEMENT  OF PURPOSE
This Association  is formed for the purpose of bringing together members ( defined in the by-laws) who have common interests and concerns in maintaining and improving the environment and life style that were originally intended for the Red Lodge Country Club Estates.

ARTICLE I
Offices
Section 1.  Principal Office. The principal office of the corporation  in the state of Montana shall be located in the city of Red Lodge, county of Carbon, Montana. The corporation may have other offices, either within or without  the  state of  Montana, as the Board of  Directors  may  determine or as the  affairs of  the  corporation  may  require  from  time  to time.
Section 2. Registered Office Agent. The corporation shall have and continuously maintain in the state of Montana a registered office and a registered agent whose office is identical with such registered office, as required by the state of Montana Non-Profit Corporation Act. The registered office may be, but need not be, identical  with the principal office in  the state of Montana, and the address of the registered office may be changed from time  to time by the Board  of Directors.
 
ARTICLE II
Definitions
Section 1. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions, and Restrictions, recorded in the Carbon County Clerk and Recorder, Carbon County Montana as Plat No. 1318 under Document No. 231154, further modified by the ”Amended Declaration of Covenants, Conditions and Restrictions” recorded as above under Document No. 305096, recorded Document No. 313320 “Notice of Change in Area Designation”, and all subsequent applicable recorded documents.
Section 2.  ”Association” shall mean and refer to Red Lodge Country Club Estates Property Owners Association”, Inc. (RLCCEPOA) Inc.
Section 3. “Sub Association”  is defined as associations functioning within, and subordinate to, the RLCCEPOA.
Section 4. ”Member” shall mean and refer to  every person or  entity property owner of record, as defined by the Tax Code Number, within the Red Lodge Country Club Estates/Red Lodge Mountain Resort Subdivision.
Section 5. “Eligible Voting Member” is defined as any “Member” in good standing who is not delinquent in payment of assessments and fees to the Association as set forth in Article XIII or does not  have a lien filed against the Member’s property for violation of the ”Declaration” as defined in Article II, Section 1.
Section 6. ”Lot” or “Property” is defined as a property or lot having an assigned ”Tax Code Number” by Carbon County.
Section 7. “Tax Code Number” is defined as the County Assessor Code Number assigned by Carbon County to each and every property.

ARTICLE III
MEMBERSHIP
Section 1.   ”Member”  is any  individual or  entity, property owner of record, within the Red Lodge Country Club Estates/Red Lodge Mountain Resort Subdivision. Members shall be identified by each property’s Tax Code Number.
Section 2. Transfer. Membership may not  be transferred, conveyed, pledged, or alienated by any owner other than through the transfer of title to such property and then only to transferee of title thereto. Transfer of title shall automatically  transfer membership in the Association.

ARTICLE IV
Board of Directors, Selection, Term of Office.
Section 1. The affairs of the Association shall be managed by a Board of Directors who will be elected from the membership of the Association. The number of Directors of the Association shall be determined by Board resolution prior to  the Annual Meeting, but  shall be no less than five (5) Directors, nor no more than  nine Directors. Pursuant to  the above, the Board may increase or decrease the number  of  Directors within that range, provided, however, that no decrease shall have the effect of shortening the term  of any  incumbent Director.
Section 2. Term. At each annual meeting the members shall elect a number of Directors in accordance with Section 1. above and each Director so elected shall serve a term of  three (3) years.
Section 3. Procedures for election and removal.
a. Nomination for election will be by a nominating committee. Nominations may  be made from  the floor at the annual meeting. The Nominating  Committee will be appointed prior to the annual meeting by the Board of Directors and shall consist of a Chairman who is a member of the Board, and two (2) or more members of the  Association and will serve until the close of the next annual meeting. The committee shall make nominations to fill the vacancies of the   Board as determined by the Board of Directors in Section 1. above. 

b. Election to the  Board shall be by  secret ballot if there are more nominees than the number of Directors  to  be elected.
Section 4. Vacancies. In  the  event of death, resignation, or  removal of a Director, a successor shall be selected by the remaining directors of the Board and shall serve until the first (1st) election of officers following the appointment.
Section 5.  Compensation.  No Director shall receive compensation for  any service rendered to the Association. However, the Director may be reimbursed for actual expenses incurred in the performance of duties so long as prior  approval  is received by a majority vote of the Board.

ARTICLE V
Meetings of the  Board of Directors
Section 1.  Regular Meetings. Regular Meetings shall be held at least Quarterly at such time and place as set by the Board Chairman. Notice of the meetings will be by e-mail, mail or phone at  least 48 hours in advance.
Section 2. Special Meetings. Special meetings shall be held when called by the Chairman or by any two (2)  directors other than the Chairman at  least 48 hours in advance. Notice of the  meeting shall be sent to  all directors by e-mail, mail or phone and shall state the time and place of such meeting and the  nature of any and all special business to be conducted.
Section  3.  Quorum.  A Majority of the Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business. Every act or decision done or made by the  majority of the directors present at a duly held meeting shall be regarded as the  act of the  Board.
Section 4. Open Meetings. Regular and special meetings of the Board shall  be open to all members of the  Association  provided, however, non-directors may not participate in discussion or deliberation without the express authorization of a majority of the quorum of the directors present. The Board may  with  a  majority  of  the  quorum  adjourn  a  meeting  and  reconvene  in executive session to discuss and  vote upon personnel matters, litigation in which the Association is or may become involved in and orders of business of similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.

ARTICLE VI
Powers and Duties of the Board of Directors
Section 1.  Power and Duties. The Board shall have the power and duty to:
a. Enforce any and all of the provisions of these By-laws.
b. Exercise for the  Association  all  powers, duties, and authority  vested in or delegated to  this Association not reserved to  the  membership by other provisions  of these By-laws and  Declarations.
c. Levy assessments on the Members and enforce payment of such assessments in the following manner:(1) Fix the amount of the annual assessment against each Property.(2) Send written notice of each assessment to every Owner subject thereto at least Thirty (30) days in advance of each annual assessment period; and (3)  File the lien, as provided for in Montana Law, against any property for which assessments are not paid within ninety (90) days after the due date, and/or bring an action against the owner obligated to pay the same.
d. Interact with the City of Red Lodge on subdivision issues.
e. Declare the office of a member of the Board vacant in the event such member shall be absent from three (3) regular meetings of the Board.
f. Cause to be kept a record of all acts and corporate affairs and to present a statement thereof to the members at the annual meeting or at  any  special meeting when such statement  is requested  in  writing by  twenty (20)  percent of  the  eligible  voting members of  the association.
g. Delegate its powers to committees and officers and to supervise all committees and officers of the Association and to see that their duties are properly performed.
h. Cause all officers, independent contractors or employees having fiscal responsibility to  be bonded if  deemed appropriate
i. Cause other such duties of  the  Association  as are  set forth in these By­laws to be performed.
j. Engage a manager, independent contractor, or such other persons as the Board deems necessary, and to prescribe their duties , and see that their duties are properly performed.
Section 2. Limitation of Powers. The Board shall not, without prior approval of  a majority of the members of the Association
a.  Enter into a contract with a person or firm which would cause the Association or its members to become indebted in an amount greater than $15,000.00.
b. Pay compensation to any officers of the Association or members of the Board for services performed in the conduct of the Associations business provided, however, that the Board may cause a member or officer to be reimbursed for expenses incurred in carrying on the business of the Association.

ARTICLE VII
Committees
Section 1. Appointment. The Board shall appoint a nominating Committee as provided in these By-laws. In addition,  the Board may appoint other committees as deemed appropriate in  carrying out its purpose.
Section 2. It shall be the duty of each committee to receive complaints from the Board on any matter involving the Association functions, duties, and activities within the field of responsibility. It shall dispose of such complaints as it   deems appropriate or refer them to such committee, officer, or director of the Association as is further concerned with the matter present.
Section 3.  The Board may establish an Architectural  Review Committee, tofunction as provided in the Declaration of Covenants, Conditions and Restrictions.

ARTICLE VIII
Meetings  of Members
Section 1. Annual Meetings. The annual meeting of the Association membership will be held during the month of July. The date and time will be determined  by the  Chairman, and membership will be notified at least seven (7)  days in advance.
Section 2. Special Meetings. Special meetings of the members shall be promptly called by  the Board upon:
a. The vote for such a meeting by a majority of a quorum of the Board; or
b. Receipt of a written request therefore signed by members representing not less than ten (10) percent of the Eligible Voting Members of the Association.
Section 3. Notice of Meetings. Written notice shall be mailed or transmitted electronically, if  approved in advance by a Member to each member’s last known address as supplied by the member to the Association for such purpose. Such notice shall specify the  date, place, and time of  meeting,include an agenda, and in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at a meeting of Members, whether represented in person or by proxy, of at least twenty (20) percent of Eligible Voting Members of the                Association shall constitute a quorum for the transaction of business. If  a quorum is not  present in  person or by proxy, the Members have the power to reschedule the  meeting not less than five (5) or more than thirty (30) days from the time the original meeting was called, at which meeting the quorum requirement shall be ten (10) percent of eligible voting Members of the Association.
Section 5. Proxies and Voting. At all meetings of Members each Member may vote in person or by  proxy.  All proxies shall be in  writing and filed with the Secretary prior to the commencement  of the  meeting either in person,  by mail, or by electronic  transmission.  Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his/her residence. Except as otherwise provided, a majority of the voting power present, in person or by proxy, shall prevail at such meeting.
Section 6.  Voting Rights.  Association  members shall have one (1) vote per membership assessment paid. There shall be no fractional voting. Members delinquent  in payment  of their annual assessments shall not  be allowed  to vote until such time as that member’s annual assessments are current and paid in full.
Section 7.  Place of Meetings. Meetings of members shall be held within the Red Lodge Country Club Estates or at a meeting place as close thereto as possible.

ARTICLE IX
Officers and Their Duties
Section 1. Enumeration of Officers. The officers of the Association shall be a Chairman, Vice Chairman, Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first regular meeting of the Board following the annual meeting.
Section 3. Term. The officers of the Association shall be elected annually by the Board, and each shall hold office for one (1) year unless the officer shall resign, be removed, or otherwise become disqualified to serve.
Section 4.  Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may from time to  time determine.
Section 5. Resignation and Removal. Any officer may be removed from office without cause by the Board. Any officer may resign at any time by giving written notice to the Board. Such resignation shall take effect on receipt or at any time so specified and unless specified therein, does not require acceptance to make if effective.
Section 6. Vacancies. A vacancy in any office shall be filled in the manner prescribed for regular election. The elected officer will serve the remainder of the term of the officer being replaced•
Section 7.  Multiple Offices. Only the office of Secretary and Treasurer may be held by the same person simultaneously except in the case of special officers created pursuant to Section 4 of this Article.
Section 8.  Duties. The duties of the officers are as follows:
a. The Chairman shall preside at all meetings; ensure that orders and resolutions of the Board are carried out.

b. The Vice Chairman shall act in  the stead of  the  Chairman in  the event of his absence, inability, or refusal to act and shall exercise and discharge such duties as may  be required of him by the Board.

c. The Secretary, or his/her designee, shall record the votes and keep minutes of all meeting of the Board and Members. Keep the Corporate Seal of the Association and affix it  to all papers requiring  said seal; serve notice of meetings of the Board and Members; keep appropriate records showing the members of the Association and their address; and shall perform other such duties as required by the Board.

d. The Treasurer  shall receive and deposit in  appropriate banking accounts all funds of the Association, and shall disburse such funds as directed by resolution of the Board; shall keep proper books of account, and shall cause budgets, financial statements and audits to be prepared in accordance with Board directives. The Treasurer, or his/her designee, shall sign all checks of the Association in amounts less than $1,000.00.  Any checks  of the Association in an amount greater than $1,000.00, or promissory notes of the Association, or other evidence of indebtedness, shall be signed by the Treasurer and one other officer of the Association.

ARTICLE   X
Books and Records
Section 1. Inspection. The Members and Officers or their duly appointed representative shall have the right of inspection of the membership registrar, books of account, and minutes of meetings of the members, of the Board and its committees. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association. The right of inspection by a director includes the right to make extracts and copies of documents.
Section 2. Fiscal Year. The Fiscal year of the Association shall be the calendar year.

ARTICLE XI
Corporate SeaI
(This section intentionally left blank)

ARTICLE XII
Amendments
These by-laws may be amended, at a regular meeting or special meeting of the  members representing  a majority  of a quorum as herein defined. Amendments shall be presented to the Association membership at least fifteen (15) days prior to  date set for voting.

ARTICLE XIII
Assessments and Fees
Section 1.  Annual Assessments shall be established by the Board on a yearly basis to meet the current and projected financial obligations of the Association, payable January 1 of each year. Assessments will be considered delinquent if  not  paid by January  31 of that year
Section 2. All special assessments and fees will be approved at a regular or special meeting of the Association;  and due as determined by the Board of Directors and approved by the membership. Special assessments and fees will be considered delinquent  if  not  paid within 90 days after due date.
Section 3. RLCCEPOA, Inc. reserves the right to file a lien for non-payment of annual assessments, special assessments and/or fees levied by the membership. Each owner of a lot or  property, by acceptance of a deed therefore, whether or not it shall be expressed in any such deed or other conveyance is deemed to covenant and is obligated to pay to the Association, fees and assessments.
Section 4. Foreclosure
a. The Annual Assessment for each Member shall be a lien on the Member’s property for which the    Assessment was levied and shall be the personal and individual debt of the Member. All Assessments that are not paid within 90 days of the due date become delinquent and are subject  to interest, fees, and penalty charges as set by the Board. The Association shall have the responsibility of taking prompt action to collect any unpaid Assessment that becomes delinquent. In the event of delinquency  in the  payment of the Assessment, the  Member shall be obligated to pay interest and fees at  the rate to be determined by the  Board on the  amount of the Assessment from the due date thereof. Suit to recover a money judgment for unpaid Assessments may be maintainable  without foreclosing or  waiving the lien securing the     same. The Member shall be responsible for  all attorney fees and costs associated with the collection of the delinquent Assessments. 

b. In  a voluntary conveyance of property subject to an Assessment, the grantee of the property shall be jointly and severally liable with the grantor for all unpaid Assessments up to the time of the grant or conveyance, without prejudice to the grantee’s right to recover from the grantor the amounts paid by the grantee therefore. 

c. All unpaid Assessments shall constitute a lien on the subject property superior to all other liens and encumbrances, except only for tax and special assessment  liens on the  property in favor of any assessing authority, and all sums unpaid  on a first mortgage  or  a first trust  indenture  of  record, including all unpaid obligatory sums as may be provided by such encumbrance. To evidence such lien the Board shall prepare a written  notice of lien Assessment setting forth the amount of such unpaid indebtedness, the amount of accrued interest, fees and/or penalties thereon, the name of the member and a  legal description and address for  the property. Such notice shall be signed and verified by one of the officers of the Association and shall be recorded in the office of the Clerk and Recorder of Carbon County, Montana. Such lien shall attach from the date of recording such notice. Such lien may be enforced by the foreclosure of the defaulting Member’s property by the Association in the manner  provided  in  the Unit Ownership Act (Mont Code Ann. sections 70-23-608 – 70-23-610) and as provided by the foreclosure of a mortgage on real property upon the recording of a notice of claim thereof. Suit to recover a money judgment for unpaid assessments shall be maintainable without foreclosure or waiving the lien securing the same. In any such proceeding the    Member shall be required to pay the costs, expenses and att orney’s fees incurred in filing a lien, and in the event of foreclosure proceedings, additional costs, expenses and attorney fees incurred.

d. Any lien holder holding a lien on the property may pay, but shall not be required to pay, any unpaid Assessments payable with respect to any such property, and upon such payment, such lien holder shall have a lien on said property for the amounts paid of the same rank as the lien of his encumbrance without the necessity of having to file a notice or claim of such lien.

These Bylaws were duly amended at  the  Annual Meeting of  the  members by vote of a majority of a quorum of members present in person or by proxy on July 30, 2017.
 

IN  WITNESS WHEREOF, I, being Chairman of  the  Board of  Directors of RLCCEPOA, have hereunto  set my  hand this 31st  day of July 2017.
Signed by Clay Cummins as Chairman and attested to by Wally Tate. The signature blocks would not copy to the website.