THE DON DIEGO NEIGHBORHOOD ASSOCIATION


I.  OFFICE

A.  The principal office of the Corporation in the State of New Mexico 
shall be located in the City and County of Santa Fe.  The Corporation shall 
have and continually maintain in the State of New Mexico a registered office
and a registered agent whose office is identical with such registered 
office.


II.  AREA

A.  The geographic area is bordered by the intersection of St. Francis 
Drive and Cerrillos Road, northeast on Cerrillos Road to Paseo de Peralta, 
east on Paseo de Peralta to Galisteo Street, south on Galisteo Street 
including all properties on the east side of Galisteo Street to Cordova 
Road, west on Cordova Road to St. Francis Drive, and north on St. Francis 
Drive to its intersection with Cerrillos Road.


III. PURPOSE

A.  The overall purpose of the Don Diego Neighborhood Association is to 
protect and/or enhance the integrity, character and quality of life of the 
neighborhood, to assure that new development will be compatible with the 
existing character, in terms of building types, density, site plan and 
landscape treatment; or take any other action the Association deems 
necessary.


IV.  MEMBERS

A.  All residents and property owners of voting age within the boundaries 
of the neighborhood may be considered members in the Association.

B.  Each member shall be entitled to one vote on each matter submitted to 
a vote of the members.


V.  MEETINGS

A. The annual meeting of the members of the Association shall be held at
such a time and place as the Board of Directors shall designate for the
purpose of reviewing past and future programs, discussing issues affecting
the neighborhood and for the transaction of such business as may come
before the meeting.

B.  Special meetings of the members may be called by the President or the 
Board of Directors.

C.  All meetings shall be held in Santa Fe County.

D.  Appropriate and timely written notice stating the place, day and hour 
of the annual meeting shall be delivered personally or by mail to each 
household in the neighborhood and include the purpose(s) for which the 
meeting is called. 

E.  A quorum shall consist of the members present.

F.  A member may be permitted to vote by written proxy.

G.  A simple majority of the votes cast on a matter voted upon by 
the members present or represented by proxy at a meeting are necessary for 
the adoption thereof.

VI. BOARD OF DIRECTORS

A.  The affairs of the Association shall be managed by its Board of 
Directors. 

B.  Each director (board member) shall serve on a volunteer basis.

C.  The Board of Directors shall meet on an as-needed basis. These meetings 
may be called by the President or two or more directors. Votes of the Board 
of Directors may be held without a meeting through telephone or mail, at the
pleasure of the Board.

D.  A majority of the Board of Directors, including the President shall 
constitute a quorum for the transaction of official business.  The presiding
officer may call the meeting to order without a quorum and the Directors may
undertake any business before the Board, but no vote shall be taken. 
However, a quorum vote may be attained by telephone from an absent Director.

E.  Officers of the Association may represent the views of the Association 
if the policy representing those views has been voted upon by the 
membership. In an emergency situation, the board can authorize the officers 
to present views that have not been voted on at a membership meeting, 
through a two-thirds vote of the board.


VII.	OFFICERS

A.  The officers of the Association may consist of a president, a vice 
president, a secretary, and a treasurer. The Board may decide that the 
Association can function with fewer officers, in which case the existing 
officers will take over the duties of the other officers' positions, in 
accordance with the wishes of the Board. Officer responsibilities and 
functions are described below: (note changes)

PRESIDENT     The President shall be the chief executive officer of the 
Association, shall preside at all meetings of the members or assign another 
board member to perform that function. The President shall have general and
active management of the business of the association, and shall see that all
orders and resolutions of the Board are carried out.

VICE PRESIDENT    The Vice President shall perform such duties as from time 
to time may be assigned by the President or by the Board of Directors.

TREASURER        The 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, and deposit all such monies in the name of the Association in 
such banks, trust companies or other depositories as shall be selected by 
the Board of Directors; and in general perform all the duties incident to 
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.

SECRETARY      The Secretary shall keep the minutes of the meetings of the
members and of the Board of Directors; see that all notices are duly given 
in accordance with the provisions of these By-Laws or as required by law; 
be custodian of the corporate records; keep a register of the address of 
each member which shall be furnished to the Secretary by such member; and 
in general perform all duties incident to the office of Secretary and such 
other duties as from time to time may be assigned by the President or by 
the Board of Directors.


VIII COMMITTEES

The President may designate and appoint one or more committees, each of  
which shall include, but not be limited to one or more directors.  The 
President shall specify the chairperson, task and tenure of the committee 
and the time for its report.  No committee will preempt the authority of 
the Board of Directors.

IX   CONTRACTS, CHECKS AND GIFTS

A.  The Board of Directors may authorize any officer or officers of the 
Association to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Association. Such authority will be 
confined to specific instances.

B.	All checks, drafts or orders for payment of money, notes or other 
evidences of indebtedness issued in the name of the Association shall be 
signed by the Treasurer or in such manner as from time to time shall be 
determined by the Board of Directors.
	
C.  The Board of Directors may accept on behalf of the Association any
contributions, gifts, bequest or device for any general purposes or special 
purpose of the Association.


X   BOOKS AND RECORDS

All books and records are the property of the Association and may be 
inspected by any member, or his agent or attorney, for any proper purpose 
at any reasonable time.


XI   FISCAL YEAR

The fiscal year of the Association shall be the calendar year.


XII	DUES

The Board of Directors may recommend from time to time the amount of dues 
payable voluntarily to the Association.


XIII   WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the New 
Mexico Non-Profit Corporation Act or under the By-Laws of the Association, 
a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed 
equivalent to the giving of such notice.


XIV	INDEMNITY

The Association shall indemnify each director and officer of the 
Association, and their heirs, legal representatives and assigns against 
expenses and liabilities reasonably incurred in connection with any action,
suit or proceedings in which the director or officer is involved or made a 
party by reason of being or having been such, except in relation to matters 
as to which the indemnitee shall be adjusted to be liable for negligence or 
misconduct in the performance of duty to the Association. The foregoing 
right of indemnification shall not be exclusive of other rights to which 
any Director or Officer may be entitled as a matter of law and shall
include reimbursement of any amount and expenses paid or incurred in 
settling any such action, suit or proceeding when such settlement has been 
approved by the Board of Directors.

XV	AMENDMENTS TO BY-LAWS

The Board may present to the membership for ratification any alterations 
amendments or deletions to existing By-Laws which have been approved bv the 
Board at an annual meeting of the Neighborhood Association.

XVI	DISSOLUTION

In the event of the dissolution of the Association, any assets remaining 
shall be first applied to final payment and discharge of all liabilities 
and obligations of the Association.  Any remaining assets shall then be 
transferred or conveyed to one or more domestic corporations, societies, or 
organizations which are engaged in substantially similar activities and 
which have been declared exempt from the payment of Federal income taxes by 
the Internal Revenue Service.


The undersigned certifies that the Board of Directors of THE DON DIEGO 
NEIGHBORHOOD ASSOCIATION, a New Mexico non-profit corporation, adopted the 
foregoing as its By-Laws at its organizational meeting duly called and held 

       on the               day of the month of        , 2000,

and that such By-Laws are in full force and effect.