BY-LAWS
OF
MONTANA MANUFACTURED HOUSING & RV ASSOCIATION

(AS AMENDED 5/2003)

ARTICLE I. NAME

Section 1
The name of the association shall be Montana Manufactured Housing and Recreational Vehicle Association.

Section 2
The letters MMH&RVA shall be the symbolic abbreviation of the Montana Manufactured Housing and Recreational Vehicle Association.

ARTICLE II. PURPOSE

Section 1
The purposes of the Association shall be as set forth in the Articles of Incorporation and particularly:

(a) To unite those engaged in the recognized branches of the Manufactured Housing and Recreational Vehicle industry for the purpose of exerting effectively a combined influence upon matters affecting these industries.

(b) To promote and maintain high standards of conduct in the transaction of the members' business.

(c) To keep members informed as to the latest developments in legislation and business practices of the industry.

ARTICLE III. CODE OF ETHICS

Section 1
Members of the MMH&RVA shall endeavor to maintain the following Code of Ethics:

(a) I shall try to conduct myself and my business in such a way that no discredit will come to either MMH&RVA or the industry because of me.

(b) I shall operate my business at the highest level possible of integrity and sound management practices.

The MMH&RVA may have offices either within or without the State of Montana as the Board of Directors may determine, or as the affairs of the MMH&RVA may require from time to time.

ARTICLE V. MEMBERS

Section 1
Classes of Members - The MMH&RVA shall have three classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

(a) ACTIVE MEMBERS: Any person, firm or corporation engaged in:

(1) The retail selling as licensed dealer of Mobile Homes, Modular Homes, Manufactured Homes, Motor Homes and/or Travel Trailers Recreational Vehicles.

(2) The manufacturer of Mobile Homes, Modular Homes, Manufactured Homes, and/or Recreational Vehicles.

(3) Supplying original equipment, after market equipment, financing, insuring, servicing, transportation of manufactured homes and/or recreational vehicles.

(b) ASSOCIATE MEMBERS: Shall be any person, firm or corporation occupied with endeavors essential to or consistent with the general welfare of the MMH&RVA.

(c) SUSTAINING MEMBERSHIP: Shall be determined by the Board of Directors for any person whose endeavors have been consistent with and beneficial to the aims and purposes of the MMH&RVA who continues to meet the provisions as determined by the Board of Directors and whose acceptance is signified by a two-thirds affirmative vote of the Board of Directors. One such member who was a Manufactured Home and/or Recreational Vehicle dealer may be elected to serve on the Board of Directors. The Board of Directors at its discretion may waive dues for certain individuals.

Section 2
Confirmation of Members - Members shall be confirmed by the Board of Directors. An affirmative vote of a majority of the directors shall be required for acceptance.

Section 3
Voting Rights - Each active member shall be entitled to one vote on each matter submitted to a vote of the members. Associate and Sustaining members shall not be voting members.

(a) Multiple retail locations by one company may join at full membership for each location and be entitled to one vote for each membership.

(b) A manufacturer will join as a full member for each manufacturing plant doing business with MMH&RVA members and be entitled to one vote for each membership.

Section 4
Termination of Membership - The Board of Directors by a majority vote of all its members may suspend or expel a member for cause after an appropriate hearing and may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed by these bylaws.

Section 5
Transfer of Membership - Membership in the Association is not transferable or assignable without approval of the Board of Directors.

ARTICLE VI. GENERAL MEMBERSHIP MEETINGS

Section 1
The Regular Meeting - The regular meeting or any special meeting, of the Association shall be held in each calendar year at such time and date as may be designated by the Board of Directors.

Section 2
Special Meetings - Special meetings of the members may be called by the President, the Board of Directors, or no less than one-third of the members having voting rights.

Section 3
Notice of Directors Meetings - Written or printed notice stating the place, day and hour of any meeting of the membership shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than ten days before the date of such meeting, by or at the direction of the President or the Secretary/Treasurer, the Executive Director, or the officers or persons calling the meeting. In case of a special meeting, or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the association, with postage thereon prepaid.

Section 4
Quorum - The voting members in attendance at a general meeting shall constitute a quorum at such meeting.

ARTICLE VII. BOARD OF DIRECTORS

Section 1
General Powers - Directors shall be paid-up members of the Association in good standing as per Article V, Section 1. The Board shall have vested in them the authority and the responsibility to conduct the affairs of the Association in the manner prescribed by the Bylaws and the amendments thereto. The Board of Directors shall have the control of the affairs of the Association with authority to negotiate and enter into agreement with persons, firms or corporations, to hire employees, including an executive director, define their duties, fix salaries and other compensation and to provide office space for the Association, to enter into agreements and make contracts with others for the general welfare of the Association within the purpose for
which it is organized. The Board shall also have the authority to create and appoint committees and define their duties and do everything necessary or desirable to further the general welfare of the MMH&RVA and the industry.

Section 2
Number of Directors - The management of the business of the MMH&RVA shall be vested in the Board of Directors composed as follows:

(a) The President

(b) The President-Elect

(c) The Outgoing President

(d) Three or four Directors selected from the rolls of active licensed mobile home or manufactured housing dealers, one of whom must be either an exclusive Recreational Vehicle Dealer or combination M.H./R.V. Dealer.

(e) One director selected at large from the rolls of active members, mobile homes, modular home and/or manufactured home manufacturers, and recreational vehicles.

(f) Two Directors-At-Large selected from the rolls of active members engaged in supplying original equipment or at market equipment, or the financing, insuring, servicing and transporting of mobile homes, modular homes and/or manufactured homes or the manufacturer of travel trailers and/or motor homes or those engaged in the retail sales of manufactured modular homes or RVs.

Section 3
How Elected - The members of the Board of Directors shall be elected at the annual meeting, three directors to serve for two-year terms.

Section 4
Regular Meetings - A regular meeting of the Board of Directors shall be held before or after and at the same place as the annual meeting of the members. The Board of Directors may provide by resolution the time and place, either within or without the State of Montana, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 5
The Three Directors - The three directors selected as per Article VII, Section 2, part d, should be elected from such geographical locations as to, as much as possible, maintain balance of population and dealerships.

Section 6
Special Meetings - Special meetings of the Board of Directors may be called by or at the request of the President and five directors. The person or persons authorized to call special meetings of the Board may fix any place within the state as a place for holding any special meeting of the Board called by them.

Section 7
Notice - Notice of any special meeting of the Board of Directors shall be given at least two days previous thereto a written notice delivered personally or sent by mail or telegram to each director at his address as shown by the records of the Association. Such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director at a meeting shall constitute a waiver of notice of such meeting except where a director attends for the express purpose of objecting to constitute a waiver of notice of such meeting except where a director attends for the express purpose of objecting the transaction of any business because the meeting has not lawfully been called. The business to be transacted at the meeting need not be specified in the notice or waiver of such notice of meeting unless specifically required by law or these Bylaws.

Section 8
Quorum - A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at such meeting, a majority of the directors present may adjourn the meeting from time to time, but may not transact any business.

Section 9
Manner of Acting - The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law.

Section 10
Vacancies - Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director, if elected or appointed to fill a vacancy, shall be elected or appointed for the unexpired term of his predecessor in office.

ARTICLE VIII. OFFICERS

Section 1
Officers - The officers of the association shall be a President, President-Elect, and a Secretary/Treasurer or Executive Director.

Section 2
How Elected Officers - The officers of the Board of Directors shall be elected at the annual meeting to serve two year terms. The President-Elect will be elected by a majority of members in attendance. This person automatically becomes President of the Association after election. The President-Elect must have been a member of the Board of Directors.

Section 3
Removal - Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the Association would be served thereby, but such removal shall be without prejudice of the contract rights of any of the officers so removed.

Section 4
Vacancies - A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5
President - The President shall be the principal executive officer of the Association and shall, in general, supervise and control all of the business and affairs of the corporation. The President shall preside at all meetings of the members and the Board of Directors and shall have the authority to appoint any committee deemed necessary to conduct the business of the Association. The President may sign with the Secretary/Treasurer or any other proper officer of the Association authorized by the Board of Directors any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by any statute to some other officer or agent of the Association and, in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6
President-Elect - In the absence of the President, or in the event of the President's inability or refusal to act, the President-Elect shall perform the duties of President, and when so acting shall have all of the power of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time may be assigned to this person by the President or by the Board of Directors.

Section 7
Secretary/Treasurer - Shall keep minutes of the meetings of the members and of the Board of Directors in one or more books provided for the purpose; see that all notices are given in accordance with the provisions of these bylaws or as required by law; be custodian of the Association's records, keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general, perform all duties incidental to the office of the Secretary, and such other duties as from time to time may be assigned by the President or by the Board of Directors. If required by the Board of Directors, this person shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Secretary/Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever; deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected; and shall, in general, perform all duties incident of the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 8
The Executive Director - The Executive Director of the Association may perform any or all of the duties and exercise authority conferred in the Secretary/Treasurer.

ARTICLE IX. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1
Contracts - The Board of Directors may authorize any officer or officers, agents, or agent of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2
Checks, drafts, etc. - All checks, drafts or orders for the payment of monies, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents, or the Association, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3
Deposits - All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may elect.

ARTICLE X. BOOKS AND RECORDS

The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, board of directors and committees having any authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members who are entitled to vote. All books and records of the Association may be inspected by any member or his agent or attorney for any proper purpose.

ARTICLE XI. FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XII. DUES

Section 1
Annual Dues - The Board of Directors may determine from time to time the amount of initiation fees, if any, and the amount of the annual dues payable to the Association by members of each class.

Section 2
Payment of Dues - Dues shall be payable in advance on or before the first day of January in each calendar year.

Section 3
Default and Termination of Membership - When any member of any class shall be in default in the payment of dues for a period of three months from the beginning of the fiscal year period of which such dues became payable, his membership may thereupon be terminated by the Board of Directors in the manner provided by these bylaws.

Section 4
Manufacturer Dues - Manufacturer dues shall be one hundred fifty dollars, ($150.00) annual dues per plant shipping to Montana dealers, plus an additional seventy-five dollars ($75.00) per each floor section of a manufactured (HUD Code) home sold to a Montana dealer and one hundred fifty dollars ($150) for each modular (UBC) home sold. the dues for this category include those providing both HUB code and UBC modular homes.

Section 5
Manufactured Housing Dealer Dues - Additional Lot Dues - Manufacturer Housing Dealers dues shall be one hundred fifty dollars ($150.00) annually. Dealers with multiple locations will be accessed an additional fifty ($50) in dues for each lot they wish to be listed on the association membership roll. These additional sites will receive all association information and be listed on the association website, but will not be considered voting members.

Section 6
RV Dealer Dues - RV Dealer dues shall be two hundred fifty dollars, ($250.00) annually.

Section 7
Associate Member Dues - Dues shall be seventy-five dollars, ($75.00) annually.

ARTICLE XIII. AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Board of Directors present at any regular meeting or any special meeting if at least ten days written notice is given of intention to alter, amend, repeal or to adopt new bylaws at such meeting, or by a majority of the members of the Association at the annual meeting of the Association.

KNOW ALL MEN BY THESE PRESENT: That the undersigned, Stuart Doggett, Executive Director of the Association known as the Montana Manufactured Housing and Recreational Vehicle Association, does hereby certify that the above and foregoing bylaws were duly adopted by the members of said Association as the bylaws of said Association effective May 14, 2003, and that they do now constitute the bylaws of said Association.

ATTEST: Stuart Doggett, Executive Director