Bylaws

AMENDED AND RESTATED BYLAWS OF
YELLOWSTONE PLACE ASSOCIATION
Approved June 12, 2007
ARTICLE I.
NAME AND LOCATION
The name of the association is Yellowstone Place Association, hereinafter referred to as the “association”. The principal office of the association shall be located in Spearfish, South Dakota, but meetings of members and directors may be held at such places within the State of South Dakota, County of Lawrence, as may be designated by the board of directors.
ARTICLE II.
MEETINGS
Section 1. Annual Meetings. The annual meeting of the members shall be held at the Cedar House Restaurant in Spearfish, South Dakota at 6:30 PM on the second Tuesday of June of each year, or such other date, time and place as the board may determine for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the board of directors, or upon the written request of the members who are entitled to vote one-third (1/3) of all the votes of the membership.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by or at the direction of, the secretary or person authorized to call the meeting by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the association, or supplied by such member to the association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled to cast, or proxies entitled to cast, one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the articles of incorporation, the declaration, or these bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice or other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. 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. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his/her unit.
Section 6. Member duties. Members are invited and encouraged to attend all meetings of members and directors. The board will use its best efforts to keep members advised of meeting dates. Members wishing to attend directors meetings are encouraged to contact a member of the board to confirm the date, time and location of meetings. Members wishing to be placed on the agenda for any meeting are encouraged to notify a board member of the issue to be placed on the agenda.
ARTICLE III.
BOARD OF DIRECTORS, SELECTION, TERM OF OFFICE
Section 1. Number. The affairs of this association shall be managed by a board of not less than two (2) nor more than five (5) directors, who need not be members of the association who shall serve after election until their successors are elected and qualify.
Section 2. Term of Office. The term of office of directors shall be for a period of three (3) years, and the terms of the directors shall be staggered.
Section 3. Removal. Any director may be removed from the board, with or without cause, by a majority vote of the members of the association.
Section 4. Compensation. No director shall receive compensation for any service he/she may render to the association as director. This shall not prohibit a director from contracting to provide services to the association. However, any director may be reimbursed for his/her actual expenses incurred in the performance of his/her duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
Section 6. Replacement of Directors. If a director resigns, is removed, refuses or is unable to serve, the president may appoint a temporary director to serve until the next annual meeting of members.
ARTICLE IV.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the board of directors shall be made by a nominating committee. Nominations may also be made from the floor at the annual meeting. The nominating committee shall consist of a chairman, who shall be a member of the board of directors, and two or more members of the association. The nominating committee shall be appointed by the board of directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting. The nominating committee shall make as many nominations for election to the board of directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or nonmembers.
Section 2. Election.
ARTICLE V.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. A regular annual meeting of the board of directors shall be held after the annual meeting of members. In addition, unless a different date is fixed by the board, regular, quarterly meetings shall be held on the second Tuesday of the months of January, April, July and October. The time and location for such meetings shall be set by the board, and notice of such time and place shall be given to members in advance of the meeting. Members wishing to be placed on the agenda shall contact a board member to make arrangements for that purpose.
Section 2. Special Meetings. Special meetings of the board of directors shall be held when called by the president of the association, or by any two directors, after not less than three (3) days notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board.
ARTICLE VI.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The board of directors shall have the power to
  1. Adopt and publish rules and regulations governing the use of the common area and facilities, and the personal conduct of the members and their quests thereon, and to establish penalties for the infraction thereof;
  1. Suspend the voting rights and right to use of the facilities of a member during any period in which such member shall be in default in the payment any assessment levied by the association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations;
  1. Exercise for the association all powers, duties and authority vested in or delegated to this association and not reserved to membership by other provisions of these bylaws, the constitution or declaration;
  1. Declare the office of a member of the board of directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the board of directors; and
  1. Employ an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the board of directors to:


  1. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by 25% of the members who are entitled to vote;


  1. Supervise all officers, agents and employees of this association, and to see that their duties are properly performed;
  1. As more fully provided in the declaration, to
    1. Fix the amount of the annual assessment against each unit at least thirty (30) days in advance of each annual assessment period;
    1. Send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
    1. Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due or to bring an action at law against the owner personally obligated to pay the same.
  1. Issue, or cause an appropriate officer to issue, upon demand by and person, a certificate settling forth whether or not any assessment has been paid. A reasonable charge may be made by the board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
  1. Procure and maintain adequate liability and hazard insurance on property owned by the association;
  1. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and
  1. Cause the common area to be maintained.

ARTICLE VII.
OFFICERS
Section 1. Enumeration of Officers. The officers of this association shall be a president and vice president, who shall at all times be members of the board of directors, a 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 meeting of the board of directors following each annual meeting of the members.
Section 3. Term. The officers of this association shall be elected annually by the board and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed, or otherwise be 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 with or without cause by the board. Any officer may resign at any time giving written notice to the board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he/she replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
President: The president shall preside at all meetings of the board of directors; shall see that order and resolutions of the board are carried out; shall sign all leases, mortgages, deeds and other written instruments.
Vice President: The vice president shall act in the place and stead of the president in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the board.
Secretary: The secretary shall record the votes and keep the minutes of all meetings and proceedings of the board and of the members; provide notice of regular meetings of the board and of the members; keep appropriate current records showing the members of the association together with their addresses, and shall perform such other duties as required by the board.
Treasurer: The treasurer shall receive and deposit in appropriate bank accounts all monies of the association and shall disburse such funds as directed by resolution of the board of directors; shall sign all checks and promissory notes of the association; keep proper books of account; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.
ARTICLE VIII.
COMMITTEES
The board of directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE IX.
BOOKS AND RECORDS
The books, records and papers of the association shall at all times, during reasonable business hours, be subject to inspection by any member. The declaration, the constitution and the bylaws of the association shall be available for inspection by any member at the principal office of the association, where copies may be purchased at reasonable cost. The financial affairs of the association shall be audited, annually, by an independent person or firm.
ARTICLE X.
ASSESSMENTS
As more fully provided in the declaration, such member is obligated to pay to the association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate established for judgment under the laws of the State of South Dakota, and the association may bring an action at law against the owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney fees of any such action shall be added to the amount of such assessment. No owner may waiver or otherwise escape liability for the assessments provided for herein by nonuse of the common area or abandonment or his/her unit.
ARTICLE XI.
AMENDMENT
These bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.

ARTICLE XII.
MISCELLANEOUS
Section 1. Prevailment. In the case of any conflict between the constitution and these bylaws, the constitution shall control; and in the case of any conflict between the declaration of these bylaws, the declaration shall control.
Section 2. Fiscal Year. The fiscal year of the association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of the association.
The Amended and Restated Bylaws of Yellowstone Place Association were duly adopted by a majority of members present and entitled to vote, in person or by proxy, at a meeting of the members held in Spearfish, South Dakota, on the 12th day of June, 2007.
Amended and Restated By-Laws
Yellowstone Place Association
June 12, 2007

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