Post by Poor Richard on Aug 9, 2023 7:52:31 GMT -7
Is a Landowner Vote Required for the Sale of GLA-Owned Land?
Is a landowner vote required before the GLA can sell the millions of dollars worth of land it owns?
Montana State law states:
Montana Code Annotated 2021
TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
CHAPTER 2. NONPROFIT CORPORATIONS
Part 6. Merger, Consolidation, and Sale of Assets
Sale Of Assets In Regular Course Of Activities -- Mortgage Of Assets
35-2-616. Sale of assets in the regular course of activities -- mortgage of assets. (1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(a) sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or
(b) mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse or otherwise encumber any or all of its property, whether or not in the usual and regular course of its activities.
(2) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (1) is not required.
(3) Unless the articles provide otherwise, approval of a transaction described in subsection (1)(a) is required by a vote of a majority of the directors in office at the time the transaction is approved.
History: En. Sec. 130, Ch. 411, L. 1991.
The Glastonbury Articles of Incorporation state:
ARTICLE IV
POWERS
In furtherance of its purpose, but not otherwise, the Corporation shall have the power to have and to exercise any and all powers, rights, and privileges which a corporation organized under the Nonprofit Corporation Law of the State of Montana by law may now or hereafter have or exercise, including, but not limited to, the following:
A. To acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the Association;
No mention is made of a requirement that landowners must vote to approve any sale of land owned by the GLA.
In the GLA Bylaws Article VI B - General Powers and Duties, part 2 paragraph c it states that the BOD has the power to:
c. Mortgaging, encumbering or otherwise disposing of any real property of the Association;
Montana State Law, our Articles of Incorporation and our current Bylaws provides the GLA Board of Directors the full power to sell or dispose of real property they own. No landowner vote is required. Only board approval is needed.
Additionally, the GLA Board has the power to remove any parcel from the Covenants of the GLA via Covenant 1.04 and a majority board vote. This would allow the GLA to remove High South lands from the restrictions imposed by the Covenants before selling them.