2021 PROPOSED CHANGES TO BYLAWS

16 JUN 2021

At this year's annual meeting, a series of changes to the bylaws will be proposed. The proposed changes are as follows:

Purpose


The primary and exclusive purposes of this corporation are to represent the interests of the property owners of that land development known as Dearborn Meadows and Upper Sawmill, per the Articles of Incorporation filed November 14, 1977.


These interests include, but are not limited to, the following:

A. To maintain a viable road system through Dearborn Meadows

and Upper Sawmill.

B. To define and enforce the protective covenants governing these

areas.

C. To interact with any individuals, groups, agencies, or corpora[1]tions on behalf of the jointly defined concerns and goals of the

property owners of Dearborn Meadows and Upper Sawmill.

D. To oversee the future development of these areas.

E. To protect and maintain the natural environment in so far as

possible.

F. To own, protect, and maintain the designated parks within the

area’s boundaries.


Membership


All landowners in the Association area are members of the Association

by the fact of ownership. The primary and exclusive purposes of this

corporation are to represent the interests of the property owners, per

the Articles of Incorporation filed November 14, 1977.


Membership Dues


The funds of this corporation whether received by gift or otherwise and regardless of the source thereof, shall be used exclusively in the promotion of the activities of the corporation, as the board of directors may from time to time determine per the Articles of Incorporation filed November 14, 1977.


All landowner’s annual association dues must be paid in full by June 1st of each year. Dues are one hundred dollars ($100) per lot. Landowners, who have paid their dues in full, are entitled to voting privileges and other benefits of the Association, until May 31st of the following year. Dues may be reassessed as needed.


Dues may be prorated for property owners who qualify for the Montana state program for Property Tax Assistance Program (PTAP). Appropriate documentation is required to qualify for prorated dues.


Officials of the Association


Officials of the Dearborn Meadows Landowners Association will be designated as the Board of Directors and will consist of the following:


A. President of the Board - elected by a simple majority at the membership meeting for a term of two years.

B. Vice-President/Treasurer - elected by a simple majority at the membership meeting for a term of two years.

C. Secretary - elected by a simple majority the membership meeting for a term of two years.


In the event one or more of these offices are vacated before the end of the terms, the remaining director/s will fill that vacancy until the next membership meeting. Directors may be removed if seventy-five percent of the paid members sign a petition for removal.


Purpose of the Board of Directors


The overall purpose of the Board of Directors is to give leadership and guidance to the Association for the advancement of common goals, to promote the common goals of the Association, and to receive and disburse funds in accordance with the aims and bylaws of the Association.


The general management of the affairs of this corporation shall be under the control, supervision, and direction of the Board of Directors. The DLMOA does not contemplate monetary gain or profit to the members per the Articles of Incorporation filed November 14, 1977.


Responsibilities


Board of Directors:

 A. The Board of Directors is empowered to collect and disburse funds from

membership dues.

B. The Board of Directors will manage the Association.

C. The Board of Directors will report all collections and disbursements at every meeting.

D. The President of the Board is responsible for conducting all meetings. In his/her absence, the Vice-President will conduct the meetings.

E. The Secretary responsible for recording all minutes at the meetings and for reading the previous minutes.

F. The Secretary will keep accurate records of all correspondence associated with the business of the DMLOA.

G. The Secretary and Treasurer are responsible for maintaining records indicating names of Association members and eligibility of voters at the meetings.

H. The Secretary is responsible to ensure that a record is maintained on all matters voted on by the Association during meetings.

I. A checking account will be maintained indicating all deposits and disbursements. Proper receipts for monies paid out and a list of Association assets will be kept on file.


Members:

A. Members are responsible for paying annual dues.

B. Members are responsible for attending meetings when possible.

C. Members are responsible for voting on matters pending before the Association.

D. Members are responsible for supporting the elected Directors on matters pertaining to the Association.


Voting Privileges


To maintain voting privileges at each meeting, annual dues must be paid in full. Each landowner unit has one vote. A landowner unit is defined as a person, persons, Corporation, Limited Liability Corporation, Trust, organization, agency, and partnership but not limited to the above.


Annual Membership Meetings


Annual membership meetings will be held in the spring of each year. Members will be notified by mail at their last known address indicating location and date/time of the meeting. A banner at lower Dearborn Rd will be placed two (2) weeks prior to this meeting with the above information and posted on the Association website.


Conducting Membership Meetings


The President of the Board of Directors will conduct the meetings using these guidelines:

A. Call Association to order. The Association will only vote on pending

matters if the following conditions are met:

i. A quorum of two Board members and

ii. Majority of membership present at the meeting. The Secretary[1]Treasurer will ensure that only the paid-in-full members are counted.

B. Reading of the minutes to the Association of the previous meeting.

C. Financial condition presented by the Secretary-Treasurer on funds collected and funds disbursed.

D. Accomplishments of the Association since the previous meeting.

E. Old business pending before the Association

F. New business pending before the Association. Items to be considered for discussion under new business must be submitted to the DMLOA Board of Directors one month prior to the scheduled annual meeting of that year.

G. Voting

i. At all times, items considered before the Association will be considered passed by a simple majority, except in cases specifically stated elsewhere in the bylaws of the Association.

ii. A ballot of disagreement may be mailed out to current paid members for each vote passed at the meeting to each voting member. A ballot of disagreement must be returned by mail within sixty (60) days to count. If the disagreements out-number, the yes’s of the meeting

then the nay’s will carry. If the ballot is not returned, then it will be considered an agreement.

Close the Association meeting.


Each individual will have the opportunity to address the floor when recognized by the Board for three (3) minutes after which they may again have the floor once the rest of the members present have had the opportunity to speak. If during the meeting any member will not come to order, any member present may introduce a motion to have this individual dismissed from the meeting. In the event this individual will not leave, local law officials will be called to have the member removed. Two such dismissals shall result in a cancellation of membership status.


Changing the bylaws of the Dearborn Meadows Landowners Association


If a member of the Association wishes a change to the bylaws of this Association, a motion to that effect will be entertained at any membership meeting.

A. A specific bylaw must be added/changed/deleted, and a vote will be taken on the motion. This will be filed with the current bylaws.

B. The bylaw will be added/changed/deleted by a simple majority at the same meeting as the motion was introduced.

C. On items of special concern to all members, a ballot will be mailed to current paid members absent from the meeting to be returned within sixty (60) days. Upon receipt of these ballots the Secretary and Treasurer will tally the votes combining the meeting votes and the absentee ballots.


Indemnity of Directors


A. Dearborn Meadows Landowners Association shall indemnify every Director, his/her heirs and personal representatives, against any and all claims, liabilities, expenses, and costs, including attorney’s fees, necessarily incurred by him/her in connection with the defense, com[1]promise, or settlement of any action, suit, or proceeding, civil or criminal, in which he/she is made a party by reason of being or having been such Director, except in relation to matters as to which he/she shall be adjudged in for negligence or misconduct in the performance of duty to the Association. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive of other rights to which he/she may be entitled.

B. By a vote of the majority of the Board, the Board of Directors may authorize the Association to purchase and maintain insurance on behalf of any person who is or was a Director against and liability asserted against him/her in such capacity or arising out of his/her status as such, whether or not the Association would have the power to indemnify him/her against such liability under the provisions of the Section.


Dissolution of Dearborn Meadows Landowners Association


If for unknown reasons, Dearborn Meadows Landowners Association fails and no longer is a viable institution, a special Membership meeting will be called by the President of the Board of Directors stating the specific reason in the advertisement for this special Membership meeting.

A. At this meeting, motions will be entertained by the President for the disbanding of the Association. A seventy-five percent majority of those paid members present will be needed to disband the Association.

B. At this meeting of the Association, the assets of the Association will be disposed of in any manner the membership decides at this last special meeting. Special consideration will be given to transferring the assets to another organization or association directly responsive

to the needs of the landowners. However, the Association is not restricted in any way in the disposition of assets of the Association.