Name

The name of the corporation shall be PartySmart, a non-profit corporation.

Principal Office

The principal office of the corporation shall be located in the State of New Mexico. The corporation may have such other offices, either within or without the State of New Mexico, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

Registered Office

The corporation shall have and continuously maintain in the State of New Mexico a registered office, and a registered agent whose office is identical with such registered office, as required by the New Mexico Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of New Mexico, and the address of the registered office may be changed from time to time by the Board of Directors.

General Powers

1. The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of New Mexico.

2. Upon resolution adopted by the Board of Directors, PartySmart may provide indemnification of Directors, Officers and/or staff members for expenses and costs incurred by any such individual in connection with any claim asserted against such a person, by action in court or otherwise, by virtue of the position held as Director, Officer or staff member of PartySmart. Such indemnification may include insurance obtained by PartySmart.

Number and Tenure

There shall be between three (3) and twenty-five (25) directors.

1. The terms of office of the initial directors shall be until the annual meeting of 2004, and until successors are elected and qualified.

2. Initial Directors shall be:

   Geoff Chesshire
   145 Piedra Loop
   Los Alamos, NM 87544

   Miles Conway
   20 B Feather Catcher Road
   Santa Fe, NM 87506

   Victoria Scott
   708 Don Felix
   Santa Fe, NM 87501

3. Directors shall be elected by the Board of Directors at the annual meeting, for a period of two (2) years, and may serve for any number of terms.

Annual Meetings

A regular meeting shall be held annually. Notice of said meeting shall be mailed or faxed at least ten (10) days prior to said meeting to each director at the address shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.

Additional Meetings

1. Additional meetings may be held at the request of the President or a majority of the Board of Directors.

2. Notice of additional meetings shall be mailed/faxed at least ten (10) days prior to said meeting to each Director at the address shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, and shall state the name or names of the person or persons calling such meeting.

Waiver of Notice

1. Any Director may waive notice of any meeting. Such waiver may be by an acknowledgment of waiver reflected in the minutes of the meeting for which such notice is waived. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

2. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting.

Telephonic Board Meetings

Members of the board may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute a presence in person at a meeting.

Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Manner of Acting

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.

Action by Directors Without a Meeting

1. Any action required to be taken at a meeting of the directors of this corporation, or any action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors entitled to vote with respect to the subject matter thereof.

2. The consent as provided for in Subsection A of this section shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the corporation commission under the Nonprofit Corporation Act.

Vacancies

Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Removal of Directors

Any director may be removed from office by the affirmative vote of a majority of the Directors in person, at any annual or special meeting, with or without cause. Any such director proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail, with confirmation of receipt, of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Chair

At all meetings of the Board of Directors, the President or Vice-President, or in their absence a chair chosen by the Directors present, shall preside.

Compensation

Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Conflict of Interest

It is recognized that occasions may arise when a member of the Board of Directors or an Officer of the Corporation has a financial interest in a contract of transaction upon which action is to be taken or whithheld by the Board of Directors or a Committee thereof. It is the policy of the Corporation and of its Board of Directors that:

1. Any material facts as to such financial interest shall be disclosed by such Director or Officer to such Board of Directors or Committee. Such disclosure shall be recorded in an annual conflict of interest statement signed by such Director or Officer or, if not previously disclosed in such statement, when the matter at interest comes up for action by such Board of Directors or Committee.

2. The Director or Officer having such financial interest on any matter shall not vote or use any personal influence in regard to that matter (except that he or she may state a position on the matter and respond to questions about it); however, such Director or Officer may be counted in determining the quorum for the meeting at which the matter is voted upon. The minutes of the meeting shall reflect that the disclosure was made and the abstention from voting.

3. The Board of Directors or Committee may authorize any contract or transaction between the Corporation and any such Director or Officer, or between the Corporation and any corporation, association, or other organization in which such Director or Officer is a director or officer or has a financial interest, unless such contract or transaction would be in violation of applicable law.

Duties

1. The officers of the corporation shall be president, presiding vice-president, three (3) vice presidents, a secretary, and a treasurer.

2. The duties of the President, in addition to those set forth by statute, shall include:

   1. To preside at all regular and special meetings of the directors.
   2. To execute general supervision and control over all of the business and affairs of the corporation;
   3. To sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors by statute, or by these Bylaws to some other officer or agent of the corporation.
   4. To perform all duties incident to the office of president.
   5. To perform such other and additional duties as may be prescribed, from time to time, by the Board of Directors.

3. The duties of the Presiding Vice-President, in addition to those set forth by statute, shall include:

   1. To perform the duties of the president upon his or her refusal to act, and in that event, the presiding vice-president shall have all the powers of and be subject to all the restrictions upon the president.
   2. To perform such other duties as from time to time may be assigned to him or her by the president or Board of Directors.

4. The duties of the Vice Presidents, in addition to those set forth by statute, shall include:

   1. To perform the duties of the president or the presiding vice-president upon their refusal to act, and in that event, the vice-presidents shall have all the powers of and be subject to all the restrictions upon the president and presiding vice-president.
   2. To perform such other duties as from time to time may be assigned to them by the president or Board of Directors.

5. The duties of the Secretary, in addition to those set forth by statute, shall include:

   1. Keeping minutes of all regular and special meetings of the Board of Directors in one or more books provided for that purpose.
   2. Giving all notices in accordance with the provisions of these Bylaws or as required by law.
   3. Being a custodian of the corporation records.
   4. Keeping a register of the address of each member of the Board of Directors, which shall be furnished to the secretary by each director.
   5. Performing in general all duties incident to the office of secretary.
   6. Such other duties as, from time to time, may be assigned to him or her by the president or by the Board of Directors.

6. The duties of the Treasurer, in addition to those set forth by statute, shall include:

   1. Maintaining charge, custody and responsibility for all funds and securities of the corporation.
   2. Receiving and giving receipts for moneys due and payable to the corporation from any source whatsoever.
   3. Depositing all such moneys in the name of the corporation in such banks, trust companies, or other.
   4. Performing all the duties incident to the office of treasurer.
   5. Signing all tax information, including any 501(c) documentation.
   6. Such other duties as, from time to time, may be assigned to him or her by the president or by the Board of Directors.

Vacancies

A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Tenure

Officers shall be elected for a period of one (1) year and may succeed themselves.

Removal of Officers

Any officer may be removed from office by the affirmative vote of two thirds of the Board of Directors, at any regular or special meeting called for that purpose, with or without cause. Any such officer proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail, with confirmation of receipt, of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Checks and Bonds

The President, Vice-President, Treasurer, or any other officer designated by the Board of Directors, shall be authorized to sign checks and drafts of the Corporation. At the discretion of the Board of Directors, the above officers may also be required to give bond for the faithful discharge of their duties in such sum and with such surety as the Board of Directors may determine, the expense of such bonding to be paid by the Corporation.

Committees of Directors

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the corporation. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the Bylaws; electing, appointing or removing any member of any such committee or any director or officer of the corporation; amending the Articles Of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution for the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or him or her by law.

Other Committees

Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. The president of the corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.

Term of Office

Each member of a committee shall serve a one (1) year term and may succeed himself or herself. A member of any committee need not be a director of the corporation.

Chairperson

One (1) member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.

Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Telephonic Committee Meetings

Members of a committee may participate in a meeting of the committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute a presence in person at a meeting.

Quorum

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Action by Committee Members Without a Meeting

1. Any action required to be taken at a meeting of a committee, or any action which may be taken at a meeting of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the committee members entitled to vote with respect to the subject matter thereof.

2. The consent as provided for in Subsection 1 of this section shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the corporation commission under the Nonprofit Corporation Act.

Rules

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Powers

Committees shall be advisory in nature, for the benefit of the Board of Directors, unless specific authority has been delegated to a particular committee by resolution of the Board of Directors.

Compensation

Expenses incurred when a committee meets with the Board of Directors shall be charged to the corporation.

Contracts

The Board of Directors may authorize any officer or officers, agent or agents, of the corporation, in addition to the officers so authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

Checks

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 such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the president or treasurer of the corporation.

Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the directors entitled to vote. All books and records of the corporation may be inspected by any director or his or her agent or attorney for any proper purpose at any reasonable time.

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of the same year.

Whenever any notice is required to be given under the provisions of the New Mexico Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, 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.

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, provided, however, that notice of the proposed changes is mailed/faxed at least thirty (30) days prior to said meeting to each Director.

There shall be no members of the Corporation.

__________________________
Geoff Chesshire, President


__________________________
Miles Conway, Secretary


__________________________
Victoria Scott, Treasurer