ARTICLE I.

NAME AND LOCATION OF CORPORATION

Section 1. The name of this corporation is The College Houses, Incorporated. Its principle office is located at 1906 Pearl Street, Austin, Texas, 78705.

ARTICLE II.

PURPOSE

Section 1. The College Houses, Inc., is a non-profit educational corporation, which has as its primary purposes:

A. Maintaining an environment and activities conducive to formal and informal education, where self-discovery and exposure to various value systems, academic learning, and experience with management and food operations provide opportunity for educational and personal growth.

B. Operating by the cooperative method of organization; applying democratic principles to economic and political activity and reaping the benefits of self-control, shared cost, and respect for the rights of others.

C. Maintaining sound physical and financial structures to perpetuate the organization.

D. Providing housing to students, faculty and staff at low cost.

ARTICLE III.

MEMBERSHIP

Section 1. Composition. The Corporation shall have two classes of membership: Class A and Class B.

Section 2. Eligibility. Any student, faculty or staff member of an institution of higher education, who applies and is accepted by the Membership Committee of that specific house shall be eligible for membership in that house, provided he or she executes a Membership Agreement with the corporation covering a specific house in the organization. This corporation does not discriminate on the grounds of race, color, religious preference or lack thereof, national origin, familial status, or sexual preference or orientation. This corporation does not discriminate regarding qualified persons according to mental or physical disability. This corporation complies with all civil rights laws, ordinances, or customs or usages under color of law to which it is bound. Nothing in this provision shall deny or impair the right of this corporation or any subdivision thereof to engage in a bona fide program of affirmative action.

Section 3. Class A will include resident and associate members of houses owned by the corporation. Hereinafter called "member" and "membership," they will have full voting power.

Section 4. Class B shall be composed of educational, social and honorary members, defined by the Board of Directors, as well as members no longer resident and associate. Class B members are members of the corporation only, and shall have rights specified by the Board of Directors, subject to rules and limitations adopted by the General Membership.

Section 5. Application for Membership. Application for Class A membership shall be presented on a form prescribed by the Board of Directors, and all such Class A applications shall be acted upon promptly by the Membership Committee of each house.

ARTICLE IV.

GENERAL MEMBERSHIP MEETINGS

Section 1. Place of Meetings. Meetings of the membership shall be held at any of the corporation's facilities or at such other suitable place convenient to the membership as designated by the Board of Directors.

Section 2. Semi-Annual Meetings. College Houses shall hold each year one General Membership Meeting in spring and one in fall.

Section 3. Notice and Conduct. Written announcement shall be posted prominently within each house at least 48 hours prior to the time specified for the meeting and an oral announcement shall be made at all house meetings at least 24 hours in advance. The Chair of the Board of Directors shall be or shall designate the presiding officer, or, failing to do so, one shall be chosen by a majority vote at a meeting. These provisions shall apply to all General Membership Meetings.

Section 4. Quorum. The presence of one-tenth of the Class A members of College Houses shall constitute a quorum, and the vote of a majority of those members present and voting shall be an act of the members. A quorum is presumed present at any General Membership Meeting if at least one Board Member from the Pearl St., 21^st Street, Laurel House and Taos and one member from Opsis Apartments is present (proxies may be used) unless at least one member questions the validity of the quorum, whereupon the presiding officer shall count the members present.

Section 5. Method of Voting. At every meeting of the regular membership, each Class A member present shall have one vote. The method of voting may be by voice or show of hands unless the presiding officer or a member shall request that the voting be by written ballot.

Section 6. Power of Review. Any policy or decision of the Board of Directors may be overturned by a majority vote of those present and voting at a General Membership Meeting.

Section 7. Reconsideration. A given decision of a General Membership Ballot can only be reconsidered once within one year and must be reconsidered by a General Membership Ballot.

Section 8. Class Days Only. General Membership Ballots and the semi-annual General Membership Meetings may be held only while the University of Texas at Austin is in Session.

Section 9. Direction of Staff. When a ballot is called by the members to reverse a Board of Directors decision where a corporate contract is involved per Article IV, Section 3, the Board or any agents thereof will not act on the decision until the membership has reviewed the Board of Directors' decision. The General Membership cannot block the action of the Board for more than a period of two weeks after the Board decision is made.

ARTICLE V.

General Membership Ballots

Section 1. Call for Ballot Vote

A. The Board of Directors shall at any time call for a ballot vote if and when 3 members of the Board feel there is a need. The Board would then decide what the phrasing of the ballot will be at the same meeting the call for a ballot is set. The Board then will establish a Pro and Con committee to begin the balloting process. If buying, selling or leasing a piece of property is the issue, then a ballot of the General Membership must be called.

B. General Membership Petition. If at any time 10% of the General Membership sign a petition calling for a ballot vote on a question and present it to the Chairman of the Board, then the Board must establish a Pro and Con committee to set the balloting process in motion.

1. The Board must use the exact wording used in the petition when phrasing the ballot question.

2. The Board may add items to the ballot if the board determines that the additional items are unrelated to the original ballot question. A separate Pro and Con committee should be established, if possible, for each separate motion on the ballot.

3. Board legal contract decisions must be no later than 4 weeks before the last day of classes of the fall or spring or second summer session, except in the case of emergency house repairs or emergency legal action.

4. A petition for member vote in regard to legal contracts must be turned in no later than 7 days after the board vote.

Section 2. Pro and Con Committee

A. The purpose of the Pro and Con committee is to allow the various sides of an issue the opportunity to gather, discuss the issue and any supporting opinions in such a manner as to assure the various sides are represented and understood during the voting procedures.

1. The Board will establish the committee whenever a ballot is called for through the processes outlined above. Establishing the committee will be understood as:

a. Picking a person from either the board or the General Membership to be chair of the Pro and Con committee for the ballot in question.

b. Selecting a time in the next two days and a place for the committee to have its first meeting.

c. Issuing a call to the General Membership, advising them that a Pro and Con committee has been established, informing them of the issue, and requesting the attendance of all those who wish to have input on the explanations of the ballot.

B. Attendance will be open to any interested in the question.

C. The people attending the committee will present the various Pro arguments and Con arguments to one another so they can be thoroughly discussed.

D. After this discussion any Pro and Con arguments that members by consensus still feel should be presented will be attached to the ballot.

E. At this point each pro argument will be listed on the "Pro Argument Sheet" with each Pro argument being followed by a brief reasoning. Then a "Con Argument Sheet" will be drawn up, with each con argument being followed by a brief reasoning. Pro and Con info sheets should be no more than one page front and back for each position

F. The two argument sheets will then be given to the chairperson of the Board who will then attach them to the ballot to be distributed to the General Membership of the College Houses.

G. The pro side will then select a representative to represent their arguments in informational meetings, as will the con side select a representative to represent their side in the same informational meetings.

See Attachment 1 - Ballot Schedule

Section 3. Information Sessions. Purpose: To have meetings at the various houses to inform the General Membership of the nature of the ballots and allow the representatives of the pro and con sides to answer questions and to sway votes. This will take place after the Pro and Con Committee has formed its documents. Again anybody can attend these meetings. Information sessions are not mandatory and failure to hold an information session does not invalidate the ballot process.

Section 4. Ballot Schedule The schedule outlined in attachment 1 shall prevail for General Membership Ballots.

Section 5. Reconsideration A given decision of a General Membership Ballot can only be reconsidered once within one year and must be reconsidered by a General Membership Ballot.

Section 6. Implementation The staff shall implement all decisions in accordance with the result of the ballot vote.

ARTICLE VI.

BOARD OF DIRECTORS

Section 1. Number and Qualification. The affairs of the corporation shall be governed by a Board of Directors composed of two Community Board Representatives, the chief house officer of each house, and one additional representative from each house with over 40 members. All of the above will have full voting rights. (From this point on, they shall be referred to as Board Members.)

Section 2. Quorum. The presence of more than half of the voting Board Members shall constitute a quorum. The vote of a majority of the Board Members shall be an act of the Board.

Section 3. Functions. The Board of Directors of The College Houses, Inc.:

A. Carries out the general purposes of the corporation as expressed in its Articles of Incorporation and Bylaws;

B. Makes policy for the corporation and exercises managerial control over the corporation's programs, property and funds;

C. Delegates authority to and reviews performance of corporate employees, committees and houses.

Section 4. Election and Term of Office. Elections shall be conducted according to procedures established by each house. All house directors and representatives shall be elected by the end of the Spring semester. Their term begins June 1^st and ends May 31^st of the following year. Community Board Members are nominated by the Board and elected at General Membership Meetings to serve three-year terms. The Board may nominate candidates either from College Houses alumni or from the community at large. Community Board Members shall serve three-year terms and may seek re-election. Terms shall be staggered such that positions shall be elected with at least one year interval except in cases of resignation or removal. Community Board Members may be removed by majority vote at a General Membership Meeting. In May and December, due to overlapping terms of office, the Board is increased in number accordingly.

Section 5. Removal, Resignation and Disqualification. A Board Member may be removed with or without just cause according to respective house policy, or if none, by affirmative vote of a majority of members of the house at a regular house meeting. Community Board Members must be removed by a majority of the General Membership. Any Board Member whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting. Any Board Member may resign at any time by giving written notice to the Board of Directors. Resignation takes effect when stated in such notice, and acceptance is not necessary to make the resignation effective. Disqualification occurs when a Board Member violates the attendance policy set by the Board of Directors, or when a Board Member ceases to be a Class A member of the house from which he or she was elected.

Section 6. Vacancies. Vacancies on the Board of Directors exist upon death, resignation, removal, or disqualification of any Board Member. A vacancy is filled at any regular or special meeting of the members of the member organization whose Board membership is vacated, unless otherwise stated in house policy. A person elected to fill a vacancy on the Board holds office for the duration of the unexpired term of his/her predecessor. A reduction of the authorized number of directors may not remove any director prior to the expiration of his/her term.

Section 7. Compensation. Members of the Board of Directors serve without compensation but may be reimbursed for actual expenses (according to a schedule approved by the Board).

Section 8. Liability. Members of the Board of Directors are not personally liable for the debts, liabilities, or other obligations of the corporation.

Section 9. Meetings. Meetings of the Board of Directors are held when called by any Board Member, if written notice is given at least 48 hours in advance to all Board Members. Before or at any meeting of the Board, any Board Member may, in writing, waive notice of such a meeting and such waiver shall be deemed equivalent to the giving of such notice. In addition, a tentative written agenda of all Board meetings shall be posted in each house, specifying the time, place, and purpose of such meeting at least 24 hours before the meeting.

Section 10. Minutes and Records of meetings and decisions must be kept and posted in all the houses and must be kept on file in the corporate office.

Section 11. Conflict of Interest. If a member of College Houses Board of Directors has a substantial interest in a business entity that would be peculiarly affected by an official action taken by the Board, the member must, before any discussion on the matter, openly declare to the Board the nature and extent of the interest, and shall furthermore abstain from all discussion and voting on the matter. This declaration should be recorded in the official minutes.

A. A person has substantial interest in a business if:

1. The interest is ownership of 10 percent or more of the voting stock or shares of the business entity or ownership of $2,500 or more of the fair market value of the business entity;

2. Funds received by the person from the business entity in non-salary form exceed 10 percent of the person's gross income for the previous year.

B. A person has substantial interest in real property if the interest is an equitable or legal ownership with a fair market value of $2,500 or more.

C. An interest of a person regulated in the first or second degree by either affinity or consanguinity to the Board Member is a "substantial interest."

Upon finding of fact by the Board of Directors that a Board Member has violated this section, that member may be removed by a majority vote of the Board.

ARTICLE VII.

OFFICERS of the Corporation

Section 1. Designation. The principal officers of the corporation are the Chair, Secretary and Corporate Treasurer. The Chair and Secretary shall be elected by and from the Board of Directors to serve one-year terms. The Corporate Treasurer shall be chosen by the Board from the membership to serve a one-year term. Selection of the officers shall be by a majority vote.

Section 2. Chair. The Chair is the chief presiding officer of the corporation. The Chair:

A. Presides at all meetings of the Board of Directors;

B. Is an ex-officio member of all committees of the corporation;

C. May cause contracts to be made in the ordinary course of business of the corporation (subject to the approval of the Board);

D. Performs other duties assigned from time to time by the Board of Directors and outlined in these bylaws and in the Articles of Incorporation of the corporation;.

E. A Community Board Member shall not be eligible to hold the position of Chair.

Section 3. Secretary. The Secretary:

A. Assumes the authority of the Chair in the absence of the Chair;

B. Shall be responsible for the records of all Board meetings.

Section 4. Treasurer. The Corporate Treasurer:

A. Oversees the financial affairs of the College Houses and reports to the Board of Directors;

B. May cause contracts to be made in the ordinary course of business of the corporation (subject to the approval of the board);

C.     Performs other duties assigned from time to time by the Board of Directors and outlined in these bylaws and in the Articles of Incorporation of the corporation.

Section 5. Bonds. The Board of Directors may by resolution require any or all officers, agents, and the employees of the corporation to retain sufficient sureties, of the faithful performance of the duties of their respective offices or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VIII.

EMPLOYEES

Section 1. The Board of Directors shall have the power to appoint and discharge employees to carry out necessary operations of the corporation.

Section 2. The employees of the individual houses are not subject to this article with respect to their individual house's capacity.

ARTICLE IX.

SUBDIVISIONS

Section 1. Joint and Standing Committees. Corporation committees consist of members of The College Houses, Inc. They advise and assist the Board in the performance of its function.

Section 2. Special Committees. The Board of Directors may create and terminate ad hoc committees.

Section 3. Houses. A house is a living unit owned by the corporation with a unified and democratic internal decision-making structure. Each house shall establish its own structure and procedures consistent with the principles and policies set forth in these bylaws and by the Board of Directors. Decisions must be made in accordance with the purposes of the corporation, subject to the limitations of these bylaws and of the Board of Directors. The houses of the corporation are: Pearl St., 21^st Street, Taos, Laurel House and Opsis Apartments.

Section 4. House Committees. Each house may establish committees and delegate to them various responsibilities and authorities to assist the house in its function.

Section 5. Educational Affiliates. An educational affiliate is supported by the corporation for the purpose of offering educational opportunities to the membership and the community.

Section 6. Alumni Advisory Board. A group of alumni selected by the College Houses membership to provide expertise to College Houses in various professional areas (legal matters, management evaluation, fundraising), a long-range perspective for the organization and a mechanism for alumni to maintain contact with each other and the current members for the fulfillment of the purpose of the corporation.

ARTICLE X.

FISCAL MANAGEMENT (FINANCE)

Section 1. Use of Funds. The corporation may accept, hold, and administer public and private funds for the purposes herein stated.

Section 2. Fiscal Year. The fiscal year of the corporation shall begin on the first day of June each year. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors should corporate practice subsequently dictate.

Section 3. Books and Accounts. Books and accounts of the corporation shall be kept under the discretion of the Corporate Treasurer.

Section 4. Audit of Books. The books and records of the corporation shall be kept under the discretion of, and shall be audited for each fiscal year by a Certified Public Accountant, and the audit report or the results of such audit shall be submitted to each Board Mmber promptly after its completion.

Section 5. Execution of Corporate Documents. With the prior authorization of the Board of Directors, all notes and contracts, including occupancy agreements, shall be executed on behalf of the corporation and in such manner as from time to time determined by resolution of the Board of Directors.

ARTICLE XI.

AMENDMENTS

Section 1. These bylaws may be amended by the affirmative vote of the members at any regular meeting of the members at which a quorum is present, provided that notice of proposal to amend these bylaws, and proposed amendment thereto, is posted in a prominent place in all houses at least 72 hours in advance, with the exception that these bylaws may be amended during the meeting at which the amendment is proposed if two-thirds of the members present and voting in such a meeting vote to bring the proposed amendment to an immediate vote.

Section 2. Annual Review. These bylaws shall be reviewed annually under the direction of the Secretary of the Board of Directors.

Section 3. Board Decisions. No decision or action on the part of the Board of Directors, its officers or employees, the subdivisions or the General Membership may violate or contravene the procedures and principles set forth in these bylaws in accordance with this article.