TABLE OF CONTENTS - 2004 BY-LAWS Page ARTICLE I - NAME OF ORGANIZATION 1 ARTICLE II - PURPOSES 1 ARTICLE III - MEMBERSHIP PROCESS 1 ARTICLE IV - MEMBERSHIP VOTING RIGHTS AND PRIVILEGES 2 ARTICLE V - MEMBER MEETINGS 2 ARTICLE VI - ANNUAL MEMBER MEETING 3 ARTICLE VII - ELECTIONS 3 ARTICLE VIII - OFFICERS 4 ARTICLE IX - BOARD OF DIRECTORS 5 ARTICLE X - MEETINGS OF THE BOARD OF DIRECTORS 5 ARTICLE XI - POLICIES AND ADMINISTRATION 5 ARTICLE XII - SPIRITUAL AND EDUCATIONAL MTGS 5 ARTICLE XIII - HOMESITES 6 ARTICLE XIV - DEBT OF MEMBERS 6 ARTICLE XV - GUESTS & RENTALS 7 ARTICLE XVI - ECONOMY OF THE COMMUNITY 8 CITY OF THE SUN FOUNDATION, INC. A Corporation Not For Profit Originally amended January 29, 2004 Readopted January, 2006 On land owned and later donated by Wayne H. and Grace Taylor, the Community now known as the City of the Sun Foundation was founded and chartered with Wayne H. Taylor as Founder-President. In accordance with the terms of and under the authority of the non-profit Charter issued by the State Corporation Commission of the State of New Mexico on the 4th. Day of January, 1971, the original by-laws of the City of the Sun Foundation were issued by the Board of Directors of the corporation. The following by-laws constitute a revision which supercedes previous issues and amendments. ARTICLE I - NAME The name of this corporation shall be City of the Sun Foundation. ARTICLE II - PURPOSES The purposes of this corporation shall be: a. To establish and maintain a community where the highest principles of love and mutual respect for each ether's philosophy and ideals is a way of life. b. To assist others in their efforts toward greater understanding, compassion and personal growth. c. To learn and explore new methods of living and working in voluntary cooperation. d. To function as both a Spiritual Retreat as well as a home base from which to explore our world. e. It is intended that the community eventually become largely self-supporting and self-sufficient. ARTICLE III - MEMBERSHIP PROCESS SECTION 1. Membership in the Foundation is open to all, irrespective of race or religious beliefs who wish to serve the Divine Purpose in community living with other Light Seekers. SECTION 2. An applicant shall be one who has submitted an application for membership; whose proposed payment plan for the payment of the development fee has been approved by the Board of Directors; whose application has been approved by a two-thirds majority of the Voting Members in person or by absentee ballot at any regular monthly meeting of the Membership at which a quorum (not less than six Voting Members) is present, but has not paid at least one-half of the development fee. An applicant shall have no community privileges, excepting only as a guest of the community. SECTION 2. Individuals as well as families may apply for membership. Family Memberships constitute groups of two or more people who apply for membership as a family. Applicants, including minor children, must first meet with the Board of Directors in order to gain approval of their plan to pay their development fee. After approval of the payment plan, the applicant must submit their application for approval by the membership. A minimum of one-half of the development fee must be paid at the time the application is presented for approval by the Membership. SECTION 3. The community development fee shall be the sum of $1,500.00, which may be paid in full or one-half of which must be paid as above provided. The balance remaining may be paid in equal monthly installments of not less than $50.00 each. Development fees are non-refundable. SECTION 4. The application may, thereafter, be considered by the Membership at any regular monthly meeting at which a quorum is present. The application, in order to be approved, must be granted the affirmative vote of two-thirds majority vote of the Voting Members voting in person and constituting a quorum (not less than six members) or by absentee ballot. SECTION 5. A member may relinquish his or her membership at any time upon written and signed notice of relinquishment, delivered to the Board of Directors or Membership President. However all sums then due to the City of the Sun Foundation shall remain due and the Foundation may enforce collection. ARTICLE IV - MEMBER VOTING RIGHTS AND PRIVILEGES SECTION 1. There shall be two classes of members of the Foundation: a. Non-voting members are those whose application for membership has been approved and accepted by a two-thirds majority of the Voting Members voting, in person or by absentee ballot at any regular monthly meeting of the Membership at which a quorum, (at least six members) is present; whose payment plan has been approved by the Board of Directors, and who have paid not less than one-half of the development fee, but who have not paid the full development fee required by these By-Laws. Non-voting members shall have all of the privileges of Membership except the right to vote. b. Voting Members are Members who have requested and been granted by majority vote of the Voting Members according to the By-Laws, a Lot Assignment or who, not having an assigned lot, shall pay the sum of $5.00 per month as a general maintenance fee, and who are not in arrears on payment of sums due as defined in ARTICLE XIII, Section 5. SECTION 2. If the child of a family membership, upon attaining the age of 18 years, wishes to be assigned a separate lot other than that of the family membership, he/she shall be required to pay the current development fee and request and be granted by majority vote of the Voting Members a separate lot assignment. Votes may be cast by up to two adult members of the Family membership over the age of 18. SECTION 3. The membership shall form, change or dissolve committees, departments and other executive groups as the need shall arise. ARTICLE V - MEMBERSHIP MEETINGS SECTION 1. An agenda shall be posted in the Foundation Community Center each month prior to the monthly Board and Membership meetings. Any Voting Member, the Board, or any policy committee may place an item on the agenda for vote or discussion. The Secretary shall provide a copy of the minutes of the preceding Membership and Board meetings and a copy of the agenda to all Voting Members who have made proper arrangements to receive such information. SECTION 2. Regular monthly Membership meetings shall be held in the third week of each month with the Membership President presiding in compliance with the terms of Article V, Section 1 of these By-Laws. SECTION 3. Regular monthly Membership meetings shall consist of a. An invocation. b. Reading of the minutes of the last regular monthly Board and Membership meetings and all subsequent special meetings of the Board or Membership. c. Treasurer`s report. 2 d. Committee reports. e. All items placed on the agenda for action. f. All items placed on the agenda for discussion. g. Petitions for referendum. SECTION 4. A Special Meeting of the Membership may be called by the Board of Directors or by petition of not less than 10% of the Voting Members of the Foundation. A notice of said special meeting shall be posted not less than 10 days prior to the date of the special meeting. Such notice shall contain the date, time and purpose of such meeting. The content of the special meeting shall be limited to the subject posted. SECTION 5. Emergency meetings of the Membership, which concern the immediate health, safety or welfare of the community, may be called by the Board of Directors upon posted notice of not less that 24 hours preceding the time set for such meeting. SECTION 6. A quorum of not less than six Voting Members shall be required for the transaction of any business coming before the Membership. SECTION 7. Votes by proxy shall not be counted in the determination of any issue coming before the Membership. SECTION 8. Absentee ballots may be counted for all purposes except the constitution of a quorum necessary to transact business at the meeting. An absentee ballot shall be valid only if delivered to the Secretary in a sealed envelope marked on the outside with the name of the Voting Member and identified as an absentee ballot. Faxed or hand-delivered absentee ballots are acceptable and when such availability shall be provided by the community, computer internet e-mail ballots shall be accepted. All absentee ballots shall identify the specific issue upon which the ballot is cast, the decision of the absentee Voting Member with regard to that issue and they must be signed by the Voting Member unless delivered by e-mail. ARTICLE VI - ANNUAL MEMBERSHIP MEETING SECTION 1. The annual meeting of the members of the Foundation shall be held in the third week of January with the Membership President or Vice-President presiding and shall: a. Commemorate the founding of the organization. b. Review the activities and accomplishments of the organization and members during the preceding year, including reports by officers and committee chairs. c. Announce and discuss plans and objectives for the coming year. d. Review and, if desired by a two-thirds majority of the Members voting in person or by absentee ballot and constituting a quorum (not less than six Voting Members), amend these By-laws. ARTICLE VII - ELECTIONS SECTION 1. The President of the Membership, the Vice-President of the Membership, the Secretary or Secretaries of the Foundation, the Treasurer of the Foundation and the Board of Directors shall be elected for a term of six months or until their successor shall have been elected., at the Membership meetings held in April and October of each year. There shall be no limit on the number of terms an elected Member may hold any office of the Foundation. SECTION 2. Nominations shall be made from the floor for the election of all officers of the Foundation. 3 ARTICLE VIII - OFFICERS SECTION 1. The President of the Membership, or in the absence of the President, the Vice-President, shall preside at all membership meetings. The presiding officer shall conduct such meeting as a neutral moderator. SECTION 2. The Secretary or Secretaries of the Foundation shall: a. Give written notice of all Board and Membership meetings to all members qualified to vote. Voting members absent from the community must have made proper arrangements to receive such notice. b. Record accurate and complete minutes of all Board and Membership meetings and post said minutes for a period of not less than 10 days after said meetings. c. Carry on such correspondence as may be directed by the Board of Directors or the Membership. d. Shall maintain accurate and complete files of all minutes and correspondence and other business of the Foundation. e. Keep and organize copies of by-laws and administrative policies of the Foundation and provide copies to all members. g. Organize and keep all minutes of Board and Membership meetings in a book which shall be available at all times to the Membership in the Community Center of the Foundation. SECTION 3. The Treasurer of the Foundation shall: a. Receive and pay out the monies of the Foundation. b. Keep accurate and complete records of all receipts, expenditures and other monetary transactions of the Foundation. c. Present financial reports at all regular Board of Directors and Membership meetings. d. Keep and maintain individual member accounts and issue monthly notices amounts due and past due. SECTION 4. Any officer, including Directors, may be recalled from their office at any regular or special meeting upon a two-thirds majority vote of the Members voting in person or by absentee ballot and constituting a quorum. Thereafter, a majority vote of Voting Members present and constituting a quorum, may elect a Voting Member to fill the vacant office for the duration of the unexpired term of that office. A quorum is defined as not less than six Voting Members. ARTICLE IX - BOARD OF DIRECTORS SECTION 1. There shall be an elected Board of five (5) directors and two alternate directors serving this community. SECTION 2. In consultation with the Membership, the Board of Directors shall conduct all routine business of the Foundation and shall conduct all other Foundation business upon authorization of the Membership. Routine business shall include improvements, maintenance, replacement or repair of the property of the Foundation of a value less than $500.00 per item or project. Routine business shall also include the approval of development fee payment plans by applicants; approval of renter's agreements and their renewal; and other matters and decisions as may be authorized by these By-Laws. All other business of the Foundation coming before the Board of Directors shall be referred to the Membership for their consideration. SECTION 3. No director shall receive any remuneration, nor shall they receive special rights or privileges by virtue of having so served. 4 SECTION 4. Neither the Board of Directors nor any of its members shall be held liable for damages, nor incur financial or other obligations of any kind, when acting in good faith and performing their clearly designated duties and responsibilities to the extent permitted by law and the By-Laws of this corporation. SECTION 5. The Board of Directors shall elect their Chairperson and Vice-Chairperson from among their own number. The Chairperson shall act as presiding officer at Board meetings and shall represent the Foundation in all business and legal matters. The Vice-Chairperson shall serve as presiding officer in the absence of the Chairperson and shall succeed to that office in the event of the Chairperson's death or resignation. In the absence of both the Chairperson and the Vice-Chairperson, a Chairperson, pro tem, shall be selected from the directors present and shall serve for that Board meeting. ARTICLE X - MEETINGS OF THE BOARD OF DIRECTORS SECTION 1. The Board of Directors shall hold regular monthly meetings during the first week of each month and special or emergency meetings as required. A notice of the time and place of the regular monthly meeting shall be posted not less than three days in advance of such meeting. A notice of the time and place of any special or emergency meeting shall be posted as early as may be practicable. SECTION 2. Regular and special meetings of the Board of Directors shall require a quorum of not less than three Directors for the transaction of business. SECTION 3. Emergency meetings, for the purpose of preserving the immediate health and safety of persons or property, shall require no quorum to be present in order to act. However, if less than a quorum is present in the fact of such and emergency, a unanimous vote of all Directors present shall be necessary to act. SECTION 4. Any action taken by the Board of Directors shall be referred to the Voting Members for referendum if demanded by petition of at least 10% of the Voting Members. All petitions for referendum must be posted within 10 days of the posting of the minutes of the meeting of the Board of Directors at which the decision referred to the Membership was made. A majority vote of Voting Members present and constituting a quorum (not less than six voting members) shall rescind the Board's action. ARTICLE XI - POLICIES AND ADMINISTRATIVE COMMITTEES SECTION 1. The Voting Membership may adopt administrative policies at the regular monthly Membership Meetings in April and October of each year. A proposed administrative policy may be presented by any Voting Member to the Membership in April and October of each year by placing the same on the agenda for that meeting. Upon the two-thirds majority vote of the Members, voting in person or by absentee ballot, at said meeting at which a quorum is present, such proposal shall become the administrative policy of the Foundation and shall continue in full force and effect until revoked or amended as provided above. SECTION 2. Administrative policies may govern any aspect of Foundation operation and community function not inconsistent with the corporate charter of these By-Laws and shall have no retroactive effect. ARTICLE XII- SPIRITUAL, RELIGIOUS AND EDUCATIONAL MEETINGS SECTION 1. Spiritual, religious and educational classes and meetings shall be regarded as important parts of the activities of the Foundation. 5 SECTION 2. All such classes and meetings which utilize Foundation facilities shall be non-sectarian and shall be open to all members of the Foundation. Uses of Foundation facilities by other than non-sectarian functions which are open to all members of the Foundation shall be limited to those authorized by the Board of Directors or the Membership. ARTICLE XIII - HOMESITES SECTION 1. Subject to the provisions of these By-Laws and upon the request of a Member, a zoned lot shall be assigned, if available, without cost, to each member upon the majority vote of the Membership. The Secretary of the Foundation shall be authorized to issue a written assignment of such lot to the member upon such terms and conditions as may be therein contained. SECTION 2. The right to possession shall continue for the life of the member and, if a declaration of succession has been filed with the Secretary of the Foundation, for so long as a qualified successor complies with these By-Laws or any subsequent amendment or until the Foundation shall no longer own and hold the legal title to Foundation lands, whichever shall first occur. SECTION 3. A site plan of all permanent structures intended to be constructed upon an assigned lot shall first be approved by the Board of Directors prior to the commencement of any construction. Each Voting Member upon whose lot construction is intended must comply with all appropriate laws of the County of Luna and the State of New Mexico. SECTION 4. A Voting Member may convey, subject to the provisions of Section 2 of this Article, their interest in a lot assigned to them, together with any permanently affixed improvements situated on the lot to any Member in good standing. No conveyance to other than a Member in good standing shall be binding or effective as to the assignment of the residential lot or the permanently affixed improvements on the lot. Personal property which is not permanently affixed to the premises may be conveyed at the will of the Member owning the property but, if sold to a non-member, must be removed from Foundation land within 90 days. SECTION 5. Administrative policies adopted by the Foundation affecting the use of assigned lots shall be effective only upon their adoption and shall have no retroactive effect. SECTION 6. Every assignee of a lot, shall agree to hold the Foundation harmless from any liability, loss or damage arising From the use, occupancy or improvement thereof. SECTION 7. The assignee of any residential lot shall pay all county, state or other taxes levied against their home sites or any other improvements and all personal property located on the lot, together with a pro rata share of all taxes levied against the community land, buildings and other properties. ARTICLE XIV - DEBT OF MEMBERS OWING TO FOUNDATION SECTION 1. The Foundation relies upon the income from its members in order to provide services and facilities to all members. All members are responsible to the Foundation for the prompt and proper payment of all sums including: development fees, maintenance fees, service and special use fees, water usage fees and assessments for taxes. SECTION 2. By submitting an application, a prospective member promises to promptly pay all sums properly charged to the applicant if membership is granted. All sums not paid within three months will be given notice that commencing on the fourth month billing by the Foundation will, unless other arrangements are made with the Board, bear interest at the rate of 1% per month on the unpaid balance. Members will not be charged interest if they make and keep payment plans with the Board. 6 SECTION 3. A member whose account with the Foundation is delinquent must apply to the Board of Directors for a payment plan which will provide for the payment of all current charges and the delinquent sums within a period of time to be mutually agreed upon. When such an agreement is entered into between the member and the Board and said member pays according to the terms of that agreement, the member shall not be declared delinquent as to said sums contemplated by that agreement. SECTION 4. A lot assignment shall be revoked at any time by a two-thirds majority vote of the Voting Members voting in person or by absentee ballot at any regular monthly meeting of the Membership at which a quorum is present (at least six people) upon a finding that: a. The member has not made arrangements with the Board of Directors to pay sums which have been owed to the City of the Sun for a period of one year, or b. The member is in arrears in the payment of sums owed to the City of the Sun by an amount equal to or greater than $500.00 and no arrangements with the Board of Directors to reduce the amounts in arrears have been made or approved. c. The member whose lot assignment has been revoked as provided above shall be notified in writing by certified mail at his/her last known address, of the revocation of that lot assignment. The member shall have a period of 90 days to remove their personal property from the City of the Sun. Personal property not removed may be sold at public or private auction and any sums received from said auction shall first be applied to reduce any sums owed by the member to City of the Sun Foundation. Any monies remaining shall be remitted to the member or members whose property was sold at auction. SECTION 5. Any Member who is in arrears in the payment of sums to City of the Sun for a period of 90 days or more, and who has not made and kept an arrangement with the Board of Directors to reduce such arrearage, shall have all community privileges except the right to live on Foundation lands suspended until such time as approved arrangements for payment have been made and kept with the Board of Directors. Written notice of such suspension shall be promptly provided the member by the secretary. ARTICLE XV- GUESTS OF MEMBERS SECTION 1. All guests of a member, staying at the member's residence on Foundation land for a period of less than 90 consecutive days, may do so without the consent of the Foundation. All guests of a member not staying in the residence of a member or on the member's assigned residential lot, must stay in the designated facilities provided for such guests and pay the appropriate fees. SECTION 2. All guests staying at a member's residence on Foundation land for a period in excess of 90 days shall obtain prior approval of the membership. SECTION 3. The member shall be responsible for all expenses, loss or damage occasioned by any guest while on Foundation land or in the use of Foundation facilities. SECTION 4. All guests are required to conform to the policies of the Foundation. SECTION 5. All guests of a member who enter into and stay upon Foundation land by virtue of a rental agreement with the member, which provides for a term of 30 days or more, must complete a City of the Sun Foundation Renter's Agreement, entered into by and between the renter and their renting member. A copy of the rental agreement will be kept on file in the Foundation office. 7 ARTICLE XVI - ECONOMY OF THE COMMUNITY Section 1. The Foundation operates on a cash basis, avoids indebtedness, and is supported largely through the donations of Members and friends. Section 2. It is intended that the community eventually become largely self-supporting and self-sufficient. Section 3. Cooperatives providing products, services and produce will be permitted and assisted, if possible. Various self-help activities could be established within the community. Sharing and provision for the future will be encouraged. We certify that we are the (President) of the Board of Trustees and Foundation Secretary of the City of The Sun Foundation. The foregoing pages comprise the revised by-laws of the City of the Sun Foundation as amended by the membership January 29, 2004. President/Chairperson of the Board of Directors Foundation Secretary 8