UHNC/ WUCC By Laws

BY-LAWS

OF

WARREN'S UNIVERSITY COMMUNITY COUNCIL

ARTICLE ONE OFFICES

The principal office of the corporation shall be located in Denver, Colorado.

Section 1. Members of the corporation shall be divided into two classes. Class One shall consist of residential members. Class Two shall consist of nonresidential business members. Each resident and each business shall be entitled to one membership.

Section 2. Voting Rights. Each member who has paid the current dues under ARTICLE EIGHT of these bylaws shall be entitled to one vote on each issue submitted to a vote of the members.

ARTICLE THREE

MEETINGS OF THE MEMBERS

Section 1. Annual Meeting. An annual meeting of the members shall be held in Denver, Colorado, on the second Thursday of May each year. The meeting shall begin at 7:00 PM. The purpose of the meeting shall be for electing directors and for transaction of other community related business.

Section 2. Special Meetings. Special meetings of the members may be called by the president, the board of directors, or not less than one-tenth of the members having voting rights.

Section 3. Notice of Meetings. A public notice stating the place, day, hour and purpose of any meeting of the members shall be delivered and/or made available to each member. Such notice shall be delivered no more than twenty-five days nor less than ten days before such meeting.

Section 4. Quorum. Ten or more members at any meeting shall constitute a quorum.

Section 5. Proxies. At any meeting of the members, a member entitled to vote, may vote by proxy executed in writing by the member or by his or her duly authorized attorney. No proxy shall be valid after two months from the date of its execution.

Section 1. Directors. The directors shall be Class One residential members as described under ARTICLE TWO, Section 1, of these bylaws.

Section 2. Number, Tenure and Qualifications. There shall be seven directors. Each director shall be elected for a period of two years. Directors shall be elected at the annual meeting.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held, without any other notice than this bylaw, immediately after and at the same location as the annual meeting of the members. The board of directors may provide by resolution, the time and place for holding additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be called by the president or any two directors.

Section 5. Notice. Notice of any special meeting of the board of directors shall be given at least two days prior to the meeting. Notice of day, time, location and purpose of the special meeting must be given to each director by phone or mail if necessary.

Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board.

Section 7. Board Decisions. 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 or by these

bylaws.

Section 8. General Powers. The business and affairs of the corporation shall be managed by its board of directors, except as otherwise provided in the Colorado Corporation Act or the Articles of Incorporation.

Section 9. Removal. Any director may be removed with or without cause at any time by the affirmative vote of a majority of the members entitled to vote under ARTICLE TWO, Section 2, of these bylaws. Using the guidelines specified under ARTICLE THREE of these bylaws, a special meeting of the members shall be called for this purpose. The vacancy caused by such removal may be filled at the same special meeting of the members.

Section 10. Resignations and Vacancies. Any director may resign at any time by giving written notice to the president or secretary of the board and shall take effect at the time specified therein. Any vacancy in the board of directors may be filled by the affirmative vote of a majority of the remaining directors. A director who is elected to fill a vacancy shall serve a partial term on the board lasting until the next annual meeting of the members. At that time, regular elections will be held to fill vacancies as described under ARTICLE FOUR, Section 2, of these bylaws.

Section 11. Compensation. Directors shall not receive compensation for their services.

Section 1. Officers. The officers of the board shall consist of a president, a vice-president, a secretary and a treasurer. Additional offices may be established and/or removed as deemed necessary by the board.

Section 2. Election and Term of Office. The officers of the borad shall be elected annually by the board of directors at the annual board meeting defined under ARTICLE FOUR, Section 3, or at the next meeting of the board thereafter. Each officer shall hold his or her office until a successor has been elected.

Section 3. Removal. Any officer elected by the board of directors may be removed by a majority vote of the board at any time for any reason.

Section 4. Vacancies. If for any reason a vacancy in any office is created, the board may elect a new officer to fulfill the remainder of the term of the vacant office.

Section 5. Powers and Duties. In the absence of specific resolutions by the board, the officers shall preform the duties similar to those as described for officers under the same titles serving in a nonprofit corporation.

ARTICLE SIX

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contract Agreements. The board of directors may authorize any officer(s), or agent(s) of the corporation to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the corporation.

Section 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by the board treasurer and countersigned by the board president.

Section 3. Deposits. All funds of the corporation shall be deposited as necessary to the corporation in such bank or other depositories as selected by the board of directors.

Section 4. Gifts. The board of directors may accept on behalf of the corporation any contributions, gift bequests, or devise for any purpose of the corporation.

The corporation shall keep complete and correct books and records of the financial accounts and proceedings of the corporation. A record shall be kept of the names and addresses of the members entitled to vote. A record shall also be kept of the proceedings of the corporation for meetings of the members, meetings of the board of directors and committee meetings having and exercising any of the authority of the board of directors. Unless otherwise resolved by the board, the treasurer of the board of directors will keep the financial books and records, and the secretary of the board of directors will keep the meeting minutes and other administrative records. All books and records of the corporation may be inspected by any member, or by his or her agent for any proper purpose at any reasonable time.

ARTICLE EIGHT DUES

Section 1. Annual Dues. The board of directors shall determine from time to time the amount of annual dues payable by each member to the corporation, and shall give appropriate notice of the amount to the members.

Section 2. Payment of Dues. Dues shall be payable at the annual meeting. Any member who has not paid his or her annual dues shall not be entitled to vote at any meeting of the corporation nor participate in any corporate activity until such time that current dues are paid.

Section 3. Use of Dues. Dues and other contributions, unless otherwise earmarked, shall be used to conduct the business of the corporation at the discretion of the board of directors.

ARTICLE NINE AMENDMENT OF BYLAWS

These bylaws may be altered, amended, or repealed. New bylaws may be adopted by a majority of the board of directors present at any meeting of the board. Written notice of the intent to adopt new bylaws at any such meeting shall be given to each of the directors of the board thirty days prior to the meeting.

These bylaws supercede all previous versions of the bylaws for Warren's University Community Council.

(Signed by: Karen Karl, President and Alison Thompson, Secretary May 5, 2004)