Centennial Trail Community, Inc.

ARTICLE I

Corporation

1.1 The name of this Nonprofit Corporation will be Centennial Trail Community, Inc., herein after referred to as the "Corporation," located in Columbus, County of Stillwater, State of Montana. 

ARTICLE II

Pumose 

2.1 The purpose for which this Corporation is formed is to own and operate a manufactured housing community ( commonly known as "park"), herein after referred to as the "Community," as a Corporation and be involved in other Corporation activities, on a non-profit, "cooperative" basis for the benefit of the current and future resident homeowners.

2.2 The broad purpose is to gain control of the rental costs, preserve the Community for the current residents, and to keep it affordable long term for low and moderate-income individuals and families. In accordance with the purpose stated in the Corporation's Articles of Incorporation, the Corporation will conduct its business in a manner designed to preserve the affordability of the sites within the Community for low to moderate income homeowners.

ARTICLE III

 Members

3.1 Eligibility

A "Member" is defined as an adult (18-years-or-older) individual(s) without regard to his or her social, political, racial, religious, age, sex, sexual orientation, disability, or marital status, that meets all three of the following conditions:

A. He or she owns (or co-owns) and resides in a manufactured housing unit (herein after referred to as the "Home") in the Community, including any spouse or partner in civil union entided to a homestead interestwho has signed a Lease Agreement. A person is seen as owning or co-owning a Home if he or she owns the Home either directly or through a revocable living trust or other "Grantor" trust. A "Grantor" trust is any trust that (1) is established during the lifetime of the grantor; (2) names the grantor as trustee and beneficiary of the trust's income and principal during the grantor's lifetime, provided he or she has full mental capacity; and (3) gives the grantor the power to alter, modify or otherwise change or terminate the trust during the grantor's lifetime, provided he or she has full mental capacity. All references to "he" or "she" or "his" or "her" in these Bylaws shall mean the trustee and ano cat applie forthe an adany ence iN the in e case of applicable in the instance.

B. "Ownership" of a home shall include, where appropriate, persons purchasing a home under a lease purchase or contract of sale, which is current and in good standing, are brought into good standing by agreement acceptable to the Board of Directors, where the home buyer has some established equity in the home.

C. He or she is in good standing with the Corporation. A "Member in good standing" is a Member who is complying with the Membership Obligations set forth in Article 3.3 of these Bylaws, or who has signed an agreement satisfactory to the Board of Directors to bring him or herself into compliance.

A. A Member will have a perpetual right to occupy a lot within the community as long as he or she continues payment of the lot rent and remains in compliance with the other terms of the Member Occupancy agreement, the Bylaws of the Corporation and the Community Rules established by the Members, all as they may be amended from time to time. However, if a Member is evicted from the Community or moves out of the Community, that Member will lose his or her right to occupy said lot.

B. Membership provides Members with prevailing lot rent. Loss of Membership rights will result in an increased lot rent in accordance with the Community Rules and these Bylaws.

C. Regardless of the number of Members residing in a home, only one Membership interest will be assigned to a home, and only one full vote may be exercised under a Membership interest.

D. In accordance with Montana Code Annotated § 35-2-514, a Member may not transfer a Membership or any rights arising from Membership.

A. All Members and non-Members are required to pay their lot rent. This lot rent, nitially established by the Membership of the Corporation, may be increased b i majority vote of the Corporation's Board of Directors or by a majority vote o the Membership, consistent with Article 5.2 of these Bylaws, with a 30-day written notice to all Members and Non-Members.

B. All Members are required to pay their Membership Deposit, consistent with Article 3.5 of these Bylaws.

C. A Member will participate cooperatively in the operation of the Corporation. This includes, but is not limited to, voluntary participation in the governance of the Corporation and in the operation of the Community.

A. Owners of homes seeking to lease a lot in the Community, or Buyers of homes already located in the Community, must become Members of the Corporation. Persons seeking Membership must: 

1. Apply for Membership on a form prescribed by the Membership Committee; 
2. Be approved for Membership by a majority vote of the Board of Directors; 
3. Pay in full the Membership Deposit; 
4. Execute a Lease Agreement and Membership Agreement; 
5. Have an intent to reside in the Home; and 
6. Commit to the purposes and policies of the Corporation, including but not limited to the Community Rules and these Bylaws. 

B. Owners of Homes in place at the time the Corporation purchases the Community have the right to become Members without Board approval as per Article 3.4(A)(1) and (2) above; but must fulfill Membership enrollment conditions per Article 3.4(A) (3), (4), (5), and (6).

C.  Buyers of Homes may be approved for Membership conditional upon purchase and occupancy of the Home.

D. A person is considered an Owner under this Article if he or she owns the Home directly or through a revocable living trust or other "Grantor" trust, or if he or she is the purchaser under a contract for deed or installment sales contract, as those terms are defined in Article 3.l(A) above. 

E. If an existing Member transfers title to a Home into his or her revocable living trust or other "Grantor" trust, the trust will not be considered a new Owner or Buyer under this paragraph. Members transferring their Membership into a permissible revocable living trust or other "Grantor" trust must furnish the Corporation with a Certification, Abstract or Memorandum of Trust stating that: the trust is a revocable living trust or other "Grantor" trust; the Member(s) is or are trustees of the trust; and the trust remains in full force and effect and has not been revoked, modified or amended in such a way that would contradict what is stated in the Certification (or Abstract or Memorandum) of Trust.

F. If a person inherits a home from a deceased Member by any means (will, trust or intestate distribution), that person is considered a Buyer for the purposes of this Article and must apply for Membership.

A. The Membership Deposit shall be one hundred dollars ($100). Membership Deposits accumulate no interest. Membership Deposits shall remain equal for all Members. 

B. A Certificate of Membership will be issued to any Member, as an individual or as trustee of his or her revocable living trust or other "Grantor" trust, who has fully paid their Membership Deposit. This Certificate entitles the holder to occupancy of a lot in accordance with the Member Lease Agreement, provided that the holder also abides by the Community Rules of the Corporation and does not interfere with the effective operation of the Corporation. The Certificate is not transferable.

C. The Board of Directors reserves the right to use all or part of a Member's Membership Deposit to pay any debt due to the Corporation by the Member, or any expenses incurred by the Corporation as a result of a Member's actions or non-actions, as such debts and expenses are legally the responsibility of the Member. The Member will replenish a Membership Deposit decreased on such account in order to remain in "good standing," and any amounts due but unpaid by the Member shall be treated as unpaid lot rent for all purposes.

A. Any Member whose activity in the Corporation is contrary to the basic cooperation principles set forth in International Cooperative Alliance Principles (attached hereto and incorporated herein by this reference), or who endangers the effective operation of the Corporation, may be expelled, and his or her Membership in the Corporation terminated or suspended, by the Board of Directors pursuant to a fair and reasonable procedure.

B. In accordance with Montana Code Annotated § 35-2-520, a procedure is "fair and reasonable" if the Member receives not less than fifteen (15) days' prior written notice of the expulsion, termination or suspension, including a clear statement of the reasons for it; and the Member is given an opportunity to be heard before the Board of Directors, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination. Written notice will be given by first-class or certified mail sent to the Member's last address shown on the Corporation's records.

C. Image 4, PictureExpulsion or termination carries with it the loss of all Membership Rights listed in Article 3.2 of these Bylaws, including the perpetual right to occupy said lot and voting interests. In accordance with Montana Code Annotated § 35-2-522, the Corporation may not purchase from the Member the Member's Certificate or any rights arising out of Membership. The Member may be liable for any dues, assessments, deposits or fees owing the Corporation as a result of obligations incurred or commitments made by the Member prior to expulsion or suspension. An eviction of the Member will automatically terminate his or her Membership, as long as the eviction was conducted in accordance with the "fair and reasonable" procedure in (B) above. 

D. The Member will have the right to appeal the expulsion or termination to the Board of Directors at the next Membership meeting and will be given a reasonable opportunity to be heard, either in person or by their attorney. Members may request a special meeting of the Membership within a reasonable time period and such request will not be unreasonably denied. In the absence of a call by the Board for a special meeting, the Member may do so in accordance with Article 5.3 of these Bylaws. A Member need not be expelled before being evicted. 

E. Re-application for Membership will require Board review and Membership approval before re-issuance of Certificate of Membership. All decisions of the Board regarding termination, expulsion and suspension will be clearly stated, recorded and placed in the permanent files, and a copy given to the affected Member.

F. Any Member who intends to be represented by legal counsel as the result of a Corporation action must notify the Board of this fact ten (10) days in advance of the meeting. The Member will be solely responsible for the cost of his or her attorney. In no case, should the Corporation be responsible for the Member's legal fees or expenses, unless ordered by a Court of competent jurisdiction. 

Members shall have a right to determine whether excess carrying charges collected in any given fiscal year shall be returned to Members as patronage refund or retained as additional funding for reserves or for the needs of the following year operations. The decision may be made at the time that they approve the budget for the coming fiscal year. The Corporation may refund or credit to the Member, within one hundred and twenty (120) days, dependent upon a satisfactory audit, of the end of its fiscal year; but only insofar as such refund or credit is consistent with state law or permissible under the terms and provisions of any loan terms, as applicable from time to time. Such patronage refunds are limited to a pro rata return of fees paid by Members in excess of the Corporation's needs and are not from earned income from other sources. 

A. In order to unify the Members and make the Corporation stronger, all homes within the Community must be Owner-occupied. Failure to comply with this Article could result in Member's eviction from the Community. 

B. Any tenancy existing in a home at the time of the park acquisition by the Cooperative may continue, and that home shall be "grandfathered" from the requirement that all homes be owner-occupied. Upon any voluntary or involuntary termination or expiration of such a tenancy for any reason, the grandfather status shall be lost and the home may not continue to be rented out but shall become owner occupied. Tenants allowed under this section are not eligible for Membership. 

C. Rental or leasing of homes in the Community will not be allowed unless approved by the Board of Directors. The Board of Directors will not approve a rental or lease unless: (1) a written request is submitted by the Member alleging hardship; and (2) the Board of Directors determines that a hardship exists. If an approval is granted, the Board's decision will specify the hardship circumstance(s) and the condition(s) of approval, including the timeframe for the initial approval and any periodic review. The vote of the Board of Directors will be maintained in the official records of the Corporation. 

A. Any Member or non-Member Owner who plans to sell or move their Home out of the Community or demolish the Home on site will give written notice to the Board of Directors at least thirty (30) days in advance of the pending sale or move. Failure to give proper notice may result in the assessment of an additional thirty (30) days of lot rent.

B. Notice to the Board of Directors stating the Owner's intention to sell a Home located in the Community must contain the estimated date of sale, and the name, address, and phone number of the selling agent, if any. It is the responsibility of the Owner to supply potential buyers with information regarding the requirement that all buyers reside in the Community and become Members of the Corporation. The Owner will supply the Corporation with the names and telephone numbers of any buyers who have signed a Purchase and Sale (or "Buy-Sell") Agreement. See the exception for certain trust transfers in paragraph 3.4(E), which applies here as well. 

C. The property owner should not unreasonably withhold a requested signature on a Statement of Intent to Declare a Manufactured Home an Improvement to Real Property. If the Member or Non-Member Owner owes the Corporation money, or if the Member or Non-Member Owner is in breach of any other obligation to the Corporation, the Statement of Intent may be furnished "in escrow" to the closing or settlement agent until those amounts are paid in full.

A. For a period of thirty (30) days following the delivery of the notice to the Board, if the Member receives more than one offer for the same price upon the same terms and conditions, and one of said offers is from a low or moderate-income family or individual (as defined in this section), the Member shall accept the offer from the low- or moderate-income family or individual. Provided, that the Board may authorize the sale to someone other than a lower-income family or individual at the request of the selling Member in the case of a sale to a family Iember or where the delay in selling would pose an unreasonable hardship for the selling Member. 

B. A low- or moderate-income family or individual shall be defined as a family or individual whose total income does not exceed 80% of the median income in the country as determined by the U.S. Dept. of Housing and Urban De,·elopmcnt and published in the Federal Register. 

C. The Board of Directors shall repay the amount equal to the Membership Deposit paid by said Member household, without interest, less any debt owed b · the Member to the Corporation, with.in sixty (60) days of the remo,·al or sale of the home, or at such later date when the repayment can be made without jeopardizing the solvency of the Corporation.

The following will apply in all situations where Fannie Mae holds an Eligible Loan on a home in this Co1poration: 

A. The Membership may act only at a properly called meeting of the Membership where a quorum is present. One third of the current Membership, not less than 30%, shall constitute a quorum at a Membership meeting. 

B. A Member not in good standing (as defined by these Bylaws at 3.3) and their household will be ineligible to vote upon any matter and will not be counted toward a quorum.

C. Only one full vote per Home may be exercised under a Membership interest. 

D. There will be no voting by proxy. 

E. The existence of a quorum will be established at the beginning of each meeting and will remain valid until the meeting is adjourned. Once a quorum has been achieved, a majority vote of Members present shall be required to approve any motion. The Members may only consider motions related to agenda items for consideration that are properly noticed before the meeting shall be approved by a majority vote of Members present in accordance with these Bylaws. 

F. The Bylaws of the Corporation and the Community Rules can only be adopted or repealed by at least a majority vote of the total Membership of the Corporation.

G. The Bylaws and the Community Rules may be amended by a majority vote of the Members present at any regular or special meeting at which a quorum is present, provided that notice of the proposed amendment will be given in writing to all Members not less than ten (10) days prior to such meetings. After the ten (10) day notice, technical changes in wording or detail of the proposed amendment that do not alter the subject matter will not require an additional notice. 

H. Any business required or permitted to be taken at a Membership meeting may be taken without a meeting, by means of a ballot that clearly states each proposed action and provides an opportunity to vote for or against each proposed action. To be passed, the number of votes cast by ballot must equal or exceed the quorum required to be present at a meeting authorizing the action; and the number of approvals must equal or exceed the number of votes that would be required to approve the matter at a meeting. All solicitations for votes by written ballot must indicate the number of responses needed to meet 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 in order to be counted. A written ballot may not be revoked. A copy of the ballot and vote must be kept on file with the Corporation's Membership meeting minutes. Notice that such an action took place, including the nature of the action, and the availability of the resolution, will be posted or otherwise published to the Members within 3 days. 

A. The Annual Meeting of the Members will be held annually in the month of February in Columbus, Montana, at the Corporation's principal office or a place designated by the Board of Directors within 5 miles of the Community. An Annual Meeting of Members is to be held at least once a year.

B. The Board will give written notice of the Annual Membership Meeting not less than 10 calendar days, nor more than 60 calendar days before the date that such a meeting is to be held. Such written notice will be given in writing to each I\:fember at his/her address, and posted and maintained at a common area, and will state the place, day, and time of the meeting, as well as the agenda items or subject matter to come before it.

C. At the Annual Membership Meeting, the President and Treasurer will report on the activities and financial condition of the Corporation; and the Members shall consider and act upon other matters that are raised consistent with the notice and voting requirements of Montana Code Annotated §§ 35-2-530 & 35-2-538(2).

D. The Corporation will deliver to the Secretary of State, for filing, an annual report that includes the information set forth in Montana Code Annotated § 35-2-904. The first annual report will be delivered to the Secretary of State between January 1 and April 15 of the year following the calendar year in which the Corporation was incorporated. Subsequent annual reports must be delivered to the Secretary of State between January 1 and April 15.

E. The Board will also recommend for approval by the Membership proposed future rents. If Members, after the meeting held or ballot conducted for said purposes, fail to approve a budget that meets all contractual obligations, the Board may approve such a budget without further vote of the Members.

A. Special meetings of the Membership may be called by the Board of Directors, or by written demand of at least ten (10%) percent of the Membership interest. Such Member petition may be delivered to any Corporate Officer but must describe the purpose(s) for which the special meeting is to be held. The Board will provide written notice of the date, place and time of the special meeting within thirty (30) days after the date the written demand is delivered to the Corporate Officer. If the Board fails to provide such notice, a person signing the demand(s) may set the time and place of the special meeting and give notice pursuant to Montana Code Annotated § 35-2-530. 

B. The Corporation will notify its Members of the place, date and time of each Annual and special meeting of Members not less than ten (10) days before the meeting date or, if notice is mailed by certified mail, not less than thirty (30) or more than sixty (60) days before the meeting date.

A. Notice of an Annual Meeting will include a description of any matter or matters that must be approved by the Members; and notice of a special meeting will include a description of the matter(s) for which the meeting is called. 

B. When giving notice of an Annual or special meeting, the Corporation must also give notice of any matter a Member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting; and the request is received by the Secretary or President of the Corporation at least ten (10) days before the Corporation gives notice of the meeting. 

C. The record date for determining Members entitled to receive notice and vote at a Members' Meeting is fixed at the close of business on the business day preceding the day on which notice is given.

A. The Corporation must have a Board of Directors. The Board of Directors will consist of three (3) Members who are in good standing with the Corporation.

B. Directorships will not be denied to any person on the basis of color, creed, sex, religion, national origin, sex, disability, or familial status. To be eligible to serve as a Director, an individual must be a resident homeowner of a manufactured housing unit in the Community and be a Member in good standing with the Corporation.

C. All Directors shall serve for a term of two years, except that at the first election, the Secretary will be elected for a one-year term, or until their successors are duly chosen. No Director no person may serve for more than three consecutive two­ year terms regardless of position.

D. No more than one individual from each Member household may serve on the Board of Directors at any given time. 

A. The Board of Directors will be elected by the Membership at the Annual Meeting of the Corporation, or at a special meeting held in place thereof. All newly elected Directors will take office thirty (30) days after elections or at the next Board of Directors meeting, whichever is first. 

B. Members will elect Directors to each Officer position as well as those Directors serving at large. Directors and Officers must be approved by a majority vote of the Members present at a properly noticed meeting of the Membership where a quorum is present.

A ballot provided on a form approved by the Board of Directors shall be used for the election of Directors. It shall clearly state the Director and Officer position to be filled and those nominees known in advance of the meeting. It shall also clearly state that other nominees may come from the floor. Ballots must be identifiable by either a lot number or other means. The ballots shall be sealed and opened at the Membership meeting. 

C. The Board of Directors may allow for an absentee ballot for the following reasons: hospitalization, shift work, infirmity, out of state. A request for an absentee ballot must be made in writing at least three (3) days before the meeting, unless the result of emergency circumstances. If the ballot is to be mailed, the Member must request it ten (10) days before the meeting. Absentee ballots shall not be counted towards a quorum. Ballots must be submitted using a double-blind process. The ballots shall be opened at the Membership meeting.

A. The Board of Directors will be responsible for the day-to-day management and control of the Corporation operations. All policies which do not require Membership approval as stated in 10.3, will be adopted and amended by the Board of Directors.

B. No Director may act on behalf of the Corporation unless duly authorized by the Board of Directors. 

C. Any matters outside of the ordinary course of business or that involve the sale or encumbrance of assets will require Member approval. 

D. The Board of Directors may from time to time set up Committees and/or ad­ hoc groups to work on specific responsibilities, with the Committee members serving at the pleasure of the Board of Directors. These Committees will report to the Board of Directors and operate with only as much authority as granted by the Board. Further explanation of these Committees may be found in the policies of the Board of Directors. 

Any Director may resign at any time either verbally or in writing by delivering written notice to the Secretary or President of the Board of Directors. Such resignation will take effect immediately or at the time specified. The Board will officially acknowledge the resignation in the minutes at their next meeting.

A. Board members who are not in good standing with the Cooperative / Association, as defined by the Bylaws, will automatically be removed from the Board. The Board will give notice to any Board Member not in good standing, and the Board Member will have thirty (30) days to return to good standing before removal by a Board vote.

B. Any Director whose actions are determined to negatively affect the operation of the Corporation may be removed by a majority vote of the Members present at any Membership meeting called for the purpose of removing the Director, where a quorum is present, provided that a 10-day notice of the impending vote has been given to the Director who may be removed. Said notice of a vote to remove shall only be made after: 

1. If initiated by the Board of Directors, a majority vote of the Board of Directors, or
2. If initiated by a Membership Petition, after the Board of Directors receives a written petition requesting the proposed removal, signed by at least 10% of the Membership.

C. Said Notice shall clearly advise that, once a quorum is established, a majority vote of the Members present will be needed to remove the Director. 

D. The notice shall state the date, time, and place of the meeting where said vote will be taken.

E. If the Members' petition for removal of a Director does not state that the vote to remove is requested for the next regularly scheduled meeting, or if the Board of Director lacks time to give the required notice to the Director to be removed before the next regular meeting, then the Board of Directors shall take said Petition for Removal to also be a request for a special Membership-leering for said purposes, and proceed in accordance with these Bylaws regarding special meetings, and shall set the date, place and time of the special meeting, to be held within 30 days after receipt of such Petition. The Secretary of the Corporation shall deliver or mail written notice stating the place, day, hour and purpose of the special meeting to each Member and post the notice in a common area not less than 10 days in advance of the meeting date.

F. Any Director who misses more than two Board meetings in a four-month period, unless that Director has submitted to the Board in writing reasons for the absence (e.g., illness.................), may be removed from office if a majority of the 

Directors then in office vote for the removal.

Vacancies that result from resignation or other means may be filled by a majority vote of the Directors present at any regular or special meeting of the Board of Directors. The Director so appointed shall serve until the next Annual Meeting which shall not be counted as a consecutive term. 

In case of any question not covered in these Bylaws or adopted policies, or by Title 35, Chapter 2 of the Montana Code Annotated, the guidelines in "Parliamentary Procedure for Manufactured Housing Community Corporations" as published by the Management Guide© 2003, 2007, 2017 ROC USA, LLC or the foundation document, The Standard Code of Parliamentary Procedure, Fourth Edition, by Alice Sturgis, 2001) will prevail. 

I hereby certify that these Bylaws were adopted by the i\Iembership of Centennial Trail Community, lnc. at its meeting held on .August 4, 2022 

Co-operatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination. 

Co-operatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives members have equal voting rights (one member, one vote) and co-operatives at other levels are also organized in a democratic manner. 

-fembers contribute equitably to, and democratically control, the capital of their co­ operative. At least part of that capital is usually the common property of the co-operative. Members usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: 

developing their co-operative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co-operative; and supporting other activities approved by the membership. 

Co-operatives are autonomous, self-help organizations controlled by their members. If they enter to agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy. 

Co-operatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their co­ operatives. They inform the general public - particularly young people and opinion leaders - about the nature and benefits of co-operation.

Co-operatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional and international structures. 

Co-operatives work for the sustainable development of their communities through policies approved by their members. 

These pri11ciples can be found on the International Cooperative Alliance website at https:/ /www.ica.coop/en/ cooperatives/ cooperative-identity