ARTICLE I - NAME AND LOCATION

The name of the corporation is Niwot Community Association, Inc.
hereinafter referred to as the “Association”. Meetings of members
and directors may be held at such places within the State of
Colorado, County of Boulder, as may be designated by the Board of
Directors.

ARTICLE II - DEFINITIONS

Section 1. “Association” and “NCA” shall mean and refer to Niwot
Community Association, Inc., its successors and assigns.
Section 2. “Member” shall mean and refer to those persons entitled
to vote as provided herein.
Section 3. “”The Niwot Community Association Membership Area” is
defined as all property falling within an area bounded on the South
by Highway 52; on the West by the Diagonal Highway (Hwy 119); on
the North by Oxford Road between Highway 119 and 95th Street; on
the East by 95th Street.

ARTICLE III - MISSION STATEMENT

The Niwot Community Association shall strive to maintain Niwot
as an independent community with a unique identity by providing a
communication link between the residents of the Niwot Community
Association Membership Area and Boulder County Government regarding
issues affecting our town. This will be achieved through accurate
representation of the interests and concerns of the community. The
NCA shall also strive to enhance and preserve the quality of life
in Niwot through activities and social events which are unique to
our town.

ARTICLE IV - GOALS

The goals and objectives of the Association are:
a. To provide representation of the Niwot community interests and
concerns to City, Local, County, State and Federal governments when
appropriate;
b. To provide a communication link for the citizens of Niwot on
issues affecting the community, including community events, growth
and development, planning, utilities, and the Comprehensive
Plan;
c. To maintain Niwot as a community separated from Longmont and
Boulder.
d. To preserve the semi-rural character of the Niwot Community.

ARTICLE V - MEETING OF MEMBERS

Section 1. Annual Meeting. The Annual meeting
of the members shall be held on April 18, 1990 and thereafter, on
the second Wednesday of February of each year at the hour of 7:00
o’clock, p.m., at a place to be determined by the Board of
Directors, or such other day, time or place as determined by the
Board of Directors.
Section 2. Special Meetings. Special meetings of
the members may be called at any time by the Board of Directors, or
upon written request of one-third of the members who are entitled
to vote.
Section 3. Notice of Meetings. Written notice of
such meeting of the members shall be given by the Secretary by
mailing a copy of such notice, postage prepaid, at least 5 days
before such meeting to each member entitled to vote thereat,
addressed to the member’s address last appearing on the books of
the Association, or supplied by such member to the Association for
the purpose of notice. Such notice shall specify the place, day and
hour of the meeting, and in the case of a special meeting, the
purpose of the meeting.
Section 4. Quorum. The presence at the meeting of
members entitled to cast, or of proxies entitled to cast, one-fifth
(1/5th) of the votes shall constitute a quorum for any action
except as otherwise provided in the Articles of Incorporation or
these Bylaws. If, however, such quorum shall not be present or
represented at any meeting, the members entitled to vote thereat
shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum as
aforesaid shall be present or represented.
Section 5. Proxies. At all meetings of members,
each member may vote in person or by proxy. All proxies shall be
signed, shall indicate instructions for voting on all matters,
including election of Directors, and may be presented at the
meeting or mailed by any member and shall be filed with the
Secretary.

ARTICLE VI - BOARD OF DIRECTORS; AREA AND AT-LARGE
REPRESENTATIVES; OFFICERS; SELECTION; DUTIES

Section 1. Number. The affairs of this
Association shall be managed by a Board of Directors. The Board of
Directors shall be current members of the NCA. The Board of
Directors shall consist of four (4) Executive Officers, five (5)
Area Representatives, and five (5) At-Large Directors with special
duties. All positions will be on the 1997 ballot as a result of
restructuring and pursuant to a unanimous vote of the board.
Even-year rotations elected in 1997 will serve a one-year term, but
two-year terms thereafter. With the exception of the Business
Representative, candidates must reside within the Niwot Community
Association Membership Area as established by the NCA Board of
Directors. Candidates running for the position of President have
the option to serve for either one year or two, but must state
their intentions prior to election.
Section 2. Area Representatives. The Area
Representatives shall be one representative from each of five
geographical areas in the Niwot Community Service Area, as set
forth below. Such areas may be changed or amended by the Board of
Directors. Area Representatives shall be elected at the annual
meeting of the Members for two-year terms in the years
indicated:
(odd years) Area 1 - Burgundy Park, James Court,
Johnson Farms, Johnson Valley, Neva Rd., Old Meadowdale, Old Town,
83rd St., Oxford Road
(even years) Area 2 - Brittany, Elm, Niwot Road
(from Overbrook to 83rd), Overbrook, Waterford, Waterford Park,
Niwot Meadow Farms..
(odd years) Area 3 - Autumn Ridge, The Cove,
Morton Heights, Quiet Retreat
(even years) Area 4 - Somerset, Springhill, Legend
Ridge
(odd years) Area 5 - Centrebridge, Cottonwood
West, Country Creek, Countryside Condos, Estate Circle, Heather
Hills, Monarch Park, Monarch Road, Peppertree, 79th Street
Section 3. Officers. The following officers of the
Association shall be elected at the annual meeting of the Members
for two-year terms in the years indicated:
(even years) President *See Article VI, Section 1.
(odd years) Vice-President
(even years) Secretary
(odd years) Treasurer
The officers shall perform the duties which are usually prescribed
for officers, together with the duties which are defined by these
Bylaws and Robert’s Rules of Order - Revised.
Section 4. Responsibilities. Board Members are
expected to attend all meetings, contribute articles to the NCA
Newsletter for publication, and to oversee standing committees
created as the Board may deem necessary. All fourteen (14) Board
Members will share in the responsibility of County Liaison -
attending meetings with County government and arranging meetings on
issues that may affect the community. Board Members will meet once
per month or more often as circumstances dictate.
Section 5. Newsletter and Publicity. The Board of
Directors may, when deemed necessary, hire an independent
contractor(s) for any products or services required to produce and
disseminate the NCA Newsletter in a timely and consistent manner.
The independent contractor(s) shall receive such compensation as
may be approved by the Board.
Section 6. Directors at Large. Five (5) Directors
at Large shall be elected at the Annual Meeting of the members for
two-year terms in the years indicated. They will be elected at
large to serve in the following positions:
(odd years) Communication - Serve as Editor in Chief of the
Newsletter and act as a member of the Editorial Board.
(odd years) Membership - Solicit new members and maintain the
Membership List.
(even years) Trails and Open Space - Responsible for issues and
activities relating to Open Space and other public lands in Niwot.
Coordinates with County Government.
(even years) Business - Establish and maintain contact with local
business owners serving the Niwot community, to include attending
the Niwot Business Association meetings.
(odd years) Social/Fundraising - Plan and oversee social and
fundraising events, develop new social/fundraising events.
Section 7. Removal. Any director may be removed
from the Board, with or without cause, by a majority vote of the
members of the Board of Directors. If, in the judgment of the NCA
Executive Committee, an individual member of the NCA Board has
missed 4 or more meetings in a 12 month period and is absent from
enough meetings to render them ineffective as a Board member, then
the Executive Committee may recommend that the member be removed
from office for nonattendance. If confirmed by a majority vote at a
meeting of the full board, the member is immediately removed from
office. Upon removal of a director for nonattendance, the Board’s
membership and voting quorum shall be automatically adjusted
accordingly, and the Nominating Committee shall use all diligence
to immediately seek a replacement to serve for the remainder of the
removed director’s term. The appointment of a replacement director
and the reinstatement of the original voting quorum shall be by
action of the directors at a regular Board meeting. In the event of
death, resignation or removal of a director, his successor shall be
selected by the remaining members of the Board and shall serve for
the unexpired term of his predecessor.
Section 8. Compensation. No director shall receive
compensation for any service he may render to the Association as a
director. However, any director may be reimbursed for his actual
expenses incurred in the performance of his duties as approved by
the Board of Directors. (Any Board member may perform duties for
the NCA as an independent contractor and receive compensation as
approved by the Board.)
Section 9. Action Taken Without a Meeting. The
directors shall have the right to take any action in the absence of
an annual meeting or Board meeting which they could take at a
meeting by obtaining approval of a majority of the directors. Any
action so approved shall have the same effect as though taken at a
meeting of the directors. An attempt must be made to notify all
directors of the meeting.

ARTICLE VII - NOMINATION AND ELECTION OF DIRECTORS AND
OFFICERS

Section 1. Nomination. Nomination for election
to the Board of Directors shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting.
The Nominating Committee shall consist of a Chairman, who shall be
a member of the Board of Directors, and two or more members of the
Association. The Nominating Committee shall be appointed by the
Executive Committee of the Board of Directors after each annual
meeting of the Members, to serve from the close of such annual
meeting until the close of the next annual meeting. The Nominating
Committee shall make as many nominations for election to the Board
of Directors as it shall in its discretion determine, but not less
than the number of vacancies that are to be filled.
Section 2. Election. Election to the Board of
Directors shall be by written ballot unless otherwise unanimously
agreed by the members present. Ballots may be cast by signed proxy,
delivered or mailed, and members so voting may be counted for the
purpose of determining whether a quorum exists. The persons
receiving the largest number of votes shall be elected. Cumulative
voting is not permitted.
Section 3. Qualification.
a) Election to the Board of Directors shall require that anyone
applying for a Board position must reside within the Niwot
Community Association Membership Area, exempting the Business
Representative position.
b) Any person applying for a Board position must be a paid-up
member of the NCA and all dues must be paid and received by the
time of the annual election.

ARTICLE VIII - MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings
of the Board of Directors shall be held monthly at such place and
hour as may be fixed from time to time by resolution of the Board.
Any regular meeting may be canceled by a vote of the Executive
Committee not less than three (3) days prior to the scheduled
meeting. Directors shall be notified of the cancellation by
telephone.
Section 2. Special Meetings. Special meetings of
the Board of Directors shall be held when called by any director,
after not less than three (3) days notice to each director.
Section 3. Quorum. A majority of the directors
shall constitute a quorum for the transaction of business. Every
act or decision done or made by a majority of directors present at
a duly held meeting at which a quorum is present shall be regarded
as the act of the Board.
Section 4. Proxies. An absent director may assign
his written proxy to an attending director for any single regular
or special meeting. Such proxy shall be filed with the secretary
and must be in the following form: I hereby grant my proxy to vote
on all matters at the NCA Board of Directors Meeting on __________
to _______________ (signed) _______________.
Assignment of a proxy shall not constitute attendance at the
meeting by the assigning director for purposes of the automatic
removal provisions of Article VI, Section 7.

ARTICLE IX - POWERS AND DUTIES OF THE BOARD OF
DIRECTORS

Section 1. Powers. The Board of Directors shall
have the power to exercise for the Association all powers, duties,
and authority vested in or delegated to this Association and not
reserved to the membership by other provisions of these Bylaws or
the Articles of Incorporation.
Section 2. Duties. It shall be the duty of the
Board of Directors to:
a) cause to be kept, a complete record of all its acts and
corporate affairs including financial matters, and to present a
statement thereof to the Members at the annual meeting of
Members;
b) to supervise all activities of the Association;
c) cause all directors having fiscal responsibilities to be bonded,
as it may deem appropriate;
d) to prepare and adopt a budget;
e) approve all expenditures of the Association.

ARTICLE X - EXECUTIVE COMMITTEE

Section 1. Appointment. The President,
Vice-President, Secretary, Treasurer, and one Area Representative
selected by the Area Representatives shall constitute an Executive
Committee of the Board of Directors.
Section 2. Authority. The Executive Committee,
when the Board of Directors is not in session, shall have and may
exercise all of the authority of the Board of Directors except to
the extent, if any, that such authority shall be limited by
resolution of the Board of Directors and except also that the
Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation or
amending the Bylaws of the Association.
Section 3. Meetings. Regular meetings of the
Executive Committee may be held without notice at such time and
place as the Executive Committee may fix from time to time by
resolution. Special meetings of the Executive Committee may be
called by any member thereof upon not less than one day’s written
or oral notice, and if mailed, shall be deemed to be delivered when
deposited in the United States mail addressed to the members of the
Executive Committee at his or her home mailing address. Any member
of the Executive Committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the Executive
Committee need not state the business proposed to be transacted at
the meeting.
Section 4. Quorum. A majority of the members of
the Executive Committee shall constitute a quorum for the
transaction of business at any meeting thereof, and action of the
Executive Committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is
present.
Section 5. Informal Action by Executive Committee.
Any action required or permitted to be taken by Executive Committee
at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all
of the directors entitled to vote with respect to the subject
matter thereof.
Section 6. Procedure. The Executive Committee
shall elect a presiding officer from its members and may fix its
own rules of procedure which shall not be inconsistent with these
Bylaws. It shall keep regular minutes of its proceedings and report
the same to the Board of Directors for its information at the
meeting thereof held next after the proceedings shall have been
taken.

ARTICLE XI - MEMBERS

Section 1. Qualification. Niwot Community
Association Regular Membership is extended to residents, business
owners, and property owners, 18 years and over, in the Niwot
Community Association Membership Area. Association Regular
Membership is also extended to family members, 18 and over, of any
family having children enrolled in the St. Vrain Valley School
District schools which are located in the Niwot Community
Association Membership Area. Associate Membership is open to
anyone. All Regular Members in good standing shall have the right
to vote. Only Regular Members residing within the Niwot Community
Association Membership Area, defined above, may hold elective
office.
Section 2. Dues. The Board of Directors may
establish annual dues to be paid by Members, payment of which shall
be a prerequisite to membership.
Section 3. Nondiscrimination. Membership shall not
be denied to any person on the basis of race, color, creed,
religion, sex or national origin.

ARTICLE XII - BOOKS AND RECORDS

The books, records and papers of the Association shall at all
times, during reasonable business hours, be subject to inspection
by any member.

ARTICLE XIII - AMENDMENTS

Section 1. These Bylaws may be amended, at a
regular or special meeting of the directors, by a two-thirds (2/3)
vote of a quorum of the Board of Directors, except those provisions
which require a vote of the Members, which may be amended only by
approval of a majority of Members.
Section 2. In the case of any conflict between the
Articles of Incorporation and these Bylaws, the Articles shall
control.

ARTICLE XIV - MISCELLANEOUS

The fiscal year of the Association shall begin on the first day
of January and end on the 31st day of December of every year,
except that the first fiscal year shall begin on the date of
incorporation.

Approved March 21, 1990, as amended May 6, 1992, as amended
December 15, 1994, as amended February 22, 1995, as amended October
19, 1995, as amended February 6, 1996, as amended December 11,
1997, as amended April 5, 2000, as amended January 3, 2001, as
amended January 9, 2002.

___________________________