BY-LAWS OF THE

SUPPER ROCK NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE I - NAME

The name of this corporation is Supper Rock Neighborhood Association, Inc., a nonprofit corporation, incorporated under the laws of the State of New Mexico, herein after referred to as the "Association."

ARTICLE II - PURPOSE

The purpose of the association shall be to enhance and promote the common interest and welfare of those residents and businesses in that area of the city of Albuquerque. Bernalillo County, State of New Mexico, bounded by the south side of Copper south to the north side of 1-40 and the east side of Tramway east to the city limits, including City View Estates Unit A, Supper Rock, Cenaroca, Parkside Estates, Sandia Manor, Wells Sandia Manor, Los Cerros, and Orona.

ARTICLE III - MEMBERSHIP

There shall be three types of membership in the Association; regular, business, and associate.

Section 1. Any adult person who is a resident of or who owns property within the

boundaries of the Association shall be eligible to become a regular member of the Association.

a. A regular membership shall consist of an individual who shall have one vote

or a family which shall have two votes.

b. Dues for an individual member or a family shall be $5.00 per year. Members may also contribute additional money to a contingency fund to be used in support of Association-wide concerns demanding immediate action.

Section 2. Any adult person or legal entity who operates a place of business within the boundaries of the Association shall be eligible to become a business member of the Association.

a. Each business located within the boundaries of the Association shall be

eligible for one voting membership.

b. Dues for a business membership shall be $10.00 per year.

Section 3. Associate members shall be persons not eligible for regular or business membership, who could lend expertise and advice to the Association through application of their personal and business experience.

a. Associate members shall not be entitled to vote.

b. Dues for an associate membership shall be $2.50 per year.

Section 4. Resignation. Any member may resign by filing a written resignation with the Secretary of the Association.

ARTICLE IV - MEMBERSHIP MEETINGS

Section 1. Annual Meeting. The Association shall hold at least one meeting a year' for which it makes reasonable attempt to give written notice to every household and place of business within the Association boundaries by, mail, delivered handbills, or a number of prominently posted signs. The Annual Meeting of the membership shall be held during the month of September each year at such time, date, and place within the City of Albuquerque, New Mexico as is determined by the President.

Section 2. No election shall be held at a meeting of the Association unless the meeting is advertised as noted in Section 1 above.

Section 3. Additional meetings of the general membership may be held during the year. Dates, places, and times will be determined and announced.

Section 4. The majority of those present at any regular membership meeting shall constitute a majority for the transaction of business at any such meeting.

ARTICLE V- BOARD OF DIRECTORS, OFFICERS

AND THEIR ELECTION

Section 1. A Board of Directors shall be the governing body of the Association and shall be elected by the general membership at the annual meeting. The initial Board of Directors shall be pro tempore.

a. The Board of Directors shall consist of ten (10) members as follows: one member from the Los Cerros/Orona subdivisions, one member from each of the six other subdivisions in the Supper Rock area, and three members at large from residents or businesses in the area. No subdivision or business shall have more than two representatives on the Board.

b. Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, who maintain a legal domicile or business in the area defined herein and who are members of the Board and elected by the Board of Directors at their first meeting immediately following the annual meeting.

c. The term of each director shall be for two years unless reelected. The term of each officer of the Board of Directors shall be for one year unless reelected. Board member terms shall be staggered.

d. Any elected officer or board member may be removed from office by a majority of the membership, or the board whenever in its judgement the best interest of the Association would be served thereby.

e. Vacancies occurring on the Board or in any office of the Board shall be filled for the unexpired term by a majority vote of the Board of Directors. Vacancies filled by the Board for the unexpired term shall not be restricted by Section 1. a.

Section 2. Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

ARTICLE VI - COMMITTEES

The membership may establish necessary committees at any meeting. The President may also establish such committees. Committee chairpersons shall be appointed by the President.

ARTICLE VII - STEERING COMMITTEE

The Board of Directors shall constitute the Steering Committee and may act for the group between meetings.

ARTICLE -VIII - PARLIAMENTARY AUTHORITY

ROBERTS RULES OF ORDER NEWLY REVISED shall govern the Association in all cases in which they are applicable and in which they are not in conflict with these by-laws.

ARTICLE IX - AMENDMENTS

The by-laws may be amended at any regular meeting by two-thirds (2/3) vote of those in attendance. The membership shall be notified ten days in advance of any meeting at which amendments will be entertained.

ARTICLE X - MONETARY MATTERS

Section 1. The depository for Association funds, the person(s) entitled to expend monies on behalf of the Association and all such matters shall be determined by the Board of Directors.

Section 2. No member, director, or officer will receive, directly or indirectly, any compensation or pecuniary benefit from the Association, except that the Association may reimburse them for expenses. The Association may pay reasonable compensation for services rendered, even if the recipient is a member, director, or officer of the Association.

ARTICLE XI - DISSOLUTION

In the event of dissolution of the Association, the Board of Directors shall, after payment of all liabilities of the Association, dispose of the remaining assets of the Association exclusively for such charitable or educational purposes as shall be wholly within the limitations of the provisions of Section 501(c)(3) of the Internal Revenue Service Code or any applicable corresponding section of the law.

ARTICLE XII - DUTIES OF THE OFFICERS

The duties of the officers shall include but are not limited to the following:

Section 1. President. The President shall be the chief executive officer of the Association and shall in general supervise all of the business and affairs of the Association between meetings of the Board of Directors. The President shall preside at all meetings of the Board and the General membership. The President shall, with the approval of the Board, appoint all standing and special committees except the Nominating Committee, and shall be Ex-Officio member of all committees except the Nominating Committee. The President shall make an annual report to the general membership at the annual meeting and file such report with the Secretary. The President shall make ail necessary reports to the City of Albuquerque in compliance with the Neighborhood Association Recognition Ordinance.

Section 2. Vice President. The Vice President shall whenever necessary perform the duties of the President, and shall succeed to the Presidency in the event of death, disability, removal from office, or resignation of the President until such time as a successor to the Presidency shall be elected.

Section 3. Secretary. The Secretary shall keep minutes of all meetings of the Board and of the General Membership and shall keep all records of the Association and give notice of all meetings as directed. The Secretary shall perform all other duties incident to the office of Secretary or as may be directed by the President or by the Board of Directors.

Section 4. Treasurer. The Treasurer shall collect all monies due the Association and shall have custody of all funds of the Association, pay all bills approved by the Board, keep account of all receipts and expenditures. The Treasurer shall present a financial statement at each Board of Directors and General Membership meeting.

I certify that the foregoing By-Laws were adopted and ratified by the members of the Supper Rock Neighborhood Association on the ____day of __________ of ____

President Secretary

_________

Updated as of SRNA Annual Meeting, September 2003