AMENDED AND RESTATED BY-LAWS OF HUNING CASTLE NEIGHBORHOOD ASSOCIATION

ARTICLE I

Section 1.1
NAME:  The name of this corporation is the Huning Castle Neighborhood Association.

Section 1.2
ADDRESS:  The corporation may have offices at such places as the Board of Directors may from time to time appoint for such purposes as the corporation may require.

Section 1.3:
BOUNDARIES:  The exterior boundaries of the area covered by the Huning Castle Neighborhood Association are Central, the west side of 14th Street, Coal, Alcalde, Tingley, Laguna and San Pasquale together with the area known as the Albuquerque Country Club.

HCNA boundaries showing Huning Castle Addition boundaries.

ARTICLE II


Section 2.1
PURPOSE: The purpose of the Huning Castle Neighborhood Association shall be to preserve and enhance the neighborhood located adjacent to the downtown area in the Huning Castle Addition of the City of Albuquerque so that the quality of life in this area shall be in keeping with the social, environmental, culture and historic needs and interests of the residents.

ARTICLE III


Section 3.1
MEMBERSHIP: There shall be two types of memberships in the Huning Castle Neighborhood Association: regular and business.

Section 3.2
REGULAR MEMBERSHIP:  Any person who is a resident of or owns property within the boundaries of the Huning Castle Neighborhood Association shall be eligible to become a regular member.

Section 3.3
BUSINESS MEMBERSHIP:  Any person or legal entity who operates a place of business within the boundaries of the Huning Castle Neighborhood Association shall be eligible to become a business member.

Section 3.4
VOTING:  Voting privileges shall be one (1) vote per paid membership, subject to the additional provisions below. Voting by proxy shall not be permitted. There will be no quorum for vote of the membership and any person attending will have a right to vote as long as such person is a member of a household or business which is current with annual dues.

Section 3.5
DUES:  Dues shall be determined by the Board of Directors and shall be payable at the annual meeting, but the Association may accept late payment of dues in its discretion.

Section 3.6
MEETINGS:  Regular meetings of the general membership shall be held at such times as ordered by the Board of Directors. The association shall hold at least one meeting a year in May for which it will make a 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. No election shall be held at a meeting of the association unless the meeting is advertised as noted above. The regular meeting in May shall be known as the annual meeting.

Section 3.7
ANNUAL REPORT TO OFFICE OF NEIGHBORHOOD SERVICES: An annual report must be submitted to the Office of Neighborhood Services, P.O. Box 1293, Albuquerque, 87103, within 60 days following the annual meeting of the association.

ARTICLE IV

Section 4.1
BOARD OF DIRECTORS:  The business and property of the corporation shall be managed and controlled by a Board of Directors which may exercise all the powers of the corporation and do all such lawful acts as are not prohibited by statute, by the Articles of Incorporation or by these By-laws.

Section 4.2
ELECTION: The Board of Directors shall be elected annually by a vote of the general membership present at the annual meeting of the corporation, to hold office until expiration of their term of office, except as hereinafter otherwise provided for filing vacancies.

Section 4.3
NUMBER:  The number of the Board of Directors shall be twelve (12) but such number may be increased or decreased by an amendment to the By-laws. One third of the Board changes each year. The term of office is three years and there is no limit to the number of consecutive terms served. The term of office of any officer shall be extended after the third year of any term until the election of officers at the next regularly scheduled meeting.

Section 4.4
QUALIFICATION:  In order to qualify to become a member of the Board of Directors, all that is necessary is that a person be a resident within the boundaries of the Honing Castle Neighborhood Association for at least 12 months and a member of the Huning Castle Neighborhood Association current with all dues.

Section 4.5
RESIGNATION: Any director may resign at any time by giving written notice of such resignation to the Board of Directors.

Section 4.6
VACANCIES:  Any vacancy in the Board of Directors occurring during the year, including a vacancy created by an increase in the number of directors made by the Board of Directors, may be filled by the directors then serving by affirmative vote of the majority thereof. Any director so elected by the Board of Directors shall hold office until the next succeeding annual meeting of the members of the corporation, and if elected, will serve the remaining term of the position vacated.

Section 4.7
ANNUAL MEETING OF THE BOARD: Within thirty days (30) of each annual election, the Board of Directors shall meet for the purpose of organization, the election of officers, and transaction of any other business.

Section 4.8
REGULAR MEETINGS:  Regular meetings of the Board of Directors are held on the second Wednesday of each month. The date and frequency of such regular meetings may be changed at the discretion of the Board of Directors.

Section 4.9
SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President or Secretary on the written request of any member of the Board of Directors. In the discretion of the President, a vote may be taken by email on any issue before the Board unless an objection is raised to such procedure by at least three Directors.

Section 4.10
NOTICE Of MEETINGS: Notice of all directors meetings shall be given by mailing the same to directors at least three days prior to the meeting or by telephoning the same at least one day before the meeting, but such notice may be waived by any director.

Section 4.11
ATTENDANCE: Directors are expected to make all reasonable efforts to attend all regular and special Board meetings. A director’s unexcused absence from three consecutive meetings of the Board may be grounds for removal from the Board. This removal action shall be considered by the Board at the first regular meeting following the three consecutive absences.

Section 4.12
RESPONSIBILITIES:  Board members are responsible for rendering reasonable assistance in carrying out the goals and objectives of the Association as stated in the Articles of Incorporation and the By-laws. The assistance rendered shall be in terms of service as a Board of Directors officer, special representative or liaison, or a committee or sub-committee member.

Section 4.13
PRESIDENT:  At all meetings of the Board of Directors, the President or Vice President, or in their absence a chairman pm tern chosen by the directors present, shall preside.

Section 4.14
QUORUM:  At all meetings of the Board of Directors, six of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Unless otherwise provided herein, the Board of Directors may take action upon approval of the majority of the quorum. Voting by proxy shall be allowed upon written assignment of a director’s proxy to another present director, however proxies shall not be used to achieve a quorum.

Section4.15
COMPENSATION:  Directors shall not receive any compensation for their services as such.

Section4.16
INDEMNIFICATION OF DIRECTORS:  No director or officer of the corporation shall be liable to anyone for any action taken or refused to be taken by him as director or officer with respect to any matter within the scope of his official duties, except such action or neglect or failure to act as shall constitute gross misconduct in the performance of his duties as director or officer. Each director or officer of the corporation shall be indemnified by the corporation against all costs and expenses (including counsel fees) actually and necessarily incurred by or imposed upon him in connection with the defense of any action, suit or proceeding to which he shall be made a part by reason of his being or having been a trustee or officer of the corporation (whether or not he continues to be a director or officer at the time of incurring such cost or expense), except in relation to any matter as to which he shall be adjudged in such action, suit or proceeding, to have been liable for gross misconduct in the performance of his duties as such director or officer. In the event of the settlement of any such action, suit or proceedings prior to final judgment corporation shall also make reimbursements or payment of the costs, expenses and amounts paid or to be paid in settling of such action, suit or proceeding, when such settlement appears to be in the interest of the corporation in the opinion of a majority of the directors who are not involved or if they are involved, in the opinion of counsel for the corporation.

Section 4.17
POWERS:  All the corporate powers, except such as are otherwise provided in these By-laws, the Articles of Incorporation and the laws of the State of New Mexico, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution, delegate to committees or to officers of the corporation, such powers as they may see fit
.

Section 4.18
REMOVAL OF DIRECTORS:  Any director may be removed from office by the affirmative vote of 2/3 of the Board of Directors attending any regular or special meeting called for that purpose, for conduct detrimental to the interest of the corporation, for lack of sympathy of its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any such member, officer, or director proposed to be removed shall be entitled to at least five (5) days notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

ARTICLE V

OFFICERS

Section 5.1
GENERAL: The officers of the corporation shall be the President, Vice President, Treasurer, and Secretary and such other officers as may from time to time be appointed by the directors. The officers of the corporation shall be elected from among their numbers by the directors at their first meeting following the annual meeting of the membership for terms of one year unless sooner removed by action of the directors as hereinafter provided.

Section 5.2
PRESIDENT: The President shall be the chief executive officer of the corporation. He shall preside at all meetings of the directors and shall be an ex-officio member of every standing or temporary committee of the corporation. He shall execute all contracts and other instruments of writing binding the corporation, and subject always to the direction of the directors, he shall exercise such authority and perform such duties as the directors may from time to time prescribe.

Section 5.3
VICE PRESIDENT: In the event of the death, absence, incapacity, inability or refusal to act of the President, the Vice President shall possess all the powers and perform all the duties of the President, and shall do and perform such other duties of the President, and shall do and perform such other duties as may from time to time be assigned to him by the Board of Directors.

Section 5.4
SECRETARY: The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine. He or she shall attend and keep the minutes of all the meetings of the Board of Directors and members of the corporation. He or she may sign with the President or Vice President in the name of and on behalf of the corporation, any contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors, he or she may affix the seal of corporation. He or she shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform all other such duties as may be assigned to the Secretary by the Board of Directors.

Section 5.5
TREASURER: The Treasurer shall have the supervision and custody of all monies and securities of the corporation; and shall cause to be kept full and accurate accounts of the receipts and disbursements of the corporation and books belonging to it shall cause all monies and valuable effects to be deposited in the name and to the credit of the corporation and such accounts and in such depositories as may be designated by the Board of Directors; shall disburse and supervise the disbursement of the funds of the corporation in accordance with the authority of the Board of Directors, taking proper vouchers therefore; shall render to the President and Board of Directors at regular meetings of the Board of Directors or whenever the President or the Board of Directors require, a written detailed account of any transactions as Treasurer and of the financial condition of the corporation, including a statement of all its assets, liabilities and financial transactions, shall perform such other duties as the President or the Board of Directors directs and such other duties as usually pertain to the office of Treasurer. The Treasurer shall be relieved of any responsibility for any securities or monies or the disbursements thereof committed by the Board of Directors to the custody of any other person or corporation or the supervision of which is designated by the Board of Directors to any other officer, agent or employee, or for the performance of any other duties of the Treasurer delegated by the Board of Directors to any other officer, agent or employee of the corporation.

Section 5.6
CONSOLIDATION OF OFFICES: Any two or more offices may be held by the same person, except the offices of President and Treasurer. The Board of Directors may from time to time delegate some or all the functions, duties, powers and responsibilities of any officer from whom such responsibility has been transferred, shall thereafter be relieved of all liability for the proper performance of such functional duty or the proper exercise of such power of responsibility.

Section 5.7
VACANCIES: Vacancies occasioned by the death, resignation, incapacity or removal of officers of the corporation, shall be filled by a majority vote of the directors at the next regular or at a special meeting of the Board of Directors called for that purpose and such person or persons so chosen to fill such a vacancy or vacancies shall serve until the next annual election of officers.

Section 5.8
REMOVAL: Any officer elected or appointed by the directors or any employee of the corporation may be removed at any time by affirmative vote of the majority of all the directors of the corporation.

ARTICLE VI

Section 6.1
AGENTS AND REPRESENTATIVES: The Board of Directors may appoint, retain, and compensate such agents and representatives of the corporation with such powers and to perform such acts or duties on behalf of the corporation as the Board of Directors may see fit, so far as may be consistent with these By-laws, to the extent authorized or permitted by law.

ARTICLE VII

Section 7.1
COMMITTEES: The Directors of the corporation may create and designate one or more committees. Each committee shall include one or more directors of the corporation. Said committees may have and may exercise, as provided by the corporation, the powers or the directors in the management of the business and affairs of the corporation.

ARTICLE VIII


Section 8.1
STOCK: The corporation shall not have or issue shares of stock.

ARTICLE IX

Section 9.1
FISCAL YEAR AND AUDIT: The fiscal year of the corporation shall close on April 30 of each year. It shall be the option of the directors, prior to each annual meeting, to appoint a competent accountant to examine and audit all the books, records, checks, vouchers and accounts of the corporation. Such accountant shall make a written report to the directors, which report shall be submitted to the annual meeting. Such accountant may receive reasonable compensation from the corporation for such services if so determined by the Board of Directors.

ARTICLE X

Section 10.1
AMENDMENTS: The Board of Directors shall have the power to make, alter, amend and repeal the By-laws of the corporation by affirmative vote of a 2/3 majority of the board at a regular or special meeting of the board.

These amended and restated By-laws were adopted by the Board of Directors at a regular meeting of the Board on June 10, 2009.