BYLAWS

of

COLORADO CHAPTER OF PARTNERS OF THE AMERICAS

ARTICLE I

Principal Office

1.1 The principal office of the corporation shall be located at 2300 South Krameria Street, Denver, CO 80222. The principal office may be changed by the board of directors. The corporation may also have offices at other places within or outside of Colorado as the board of directors may approve.

ARTICLE II

Members

2.1 Qualifications. The corporation shall have a single class of voting members. Membership in the corporation shall be available to any individual, family or entity in sympathy with the purposes of the corporation who pay annual dues in the amount established by the board of directors. The failure to pay dues in the amounts and at the times determined by the board of directors shall cause the member’s privileges or membership to be suspended or terminated, as determined by the board of directors.

2.2 Annual Meeting. An annual meeting of the members of the corporation shall be held at a time and date stated in or fixed in accordance with a resolution of the board of directors. The annual meeting shall be held for the election of directors and the transaction of such other business as may properly come before it.

2.3 Special Meetings. A special meeting of the members may be called by the board of directors or by or at the direction of the president of the board. A special meeting may also be called by the members in accordance with Colorado law.

2.4 Notice of Meetings. Notice of a meeting of members shall include the place, date and time of the meeting and shall be mailed by first class mail now fewer than ten (10) days nor more than sixty (60) days before the meeting. Notice of the meetings shall include a description of any matter or matters that must be approved by the members, and notice of a special meeting shall include a description of the purpose for which the meeting is called.

2.5 Voting by Members. Each member shall be entitled to one (1) vote. All acts and resolutions of the members shall be deemed adopted upon a favorable vote of a majority of the votes cast by members qualified to vote.

2.6 Action without Meeting. Any action required or permitted to be taken at a members’ meeting may be taken without a meeting if members entitled to vote thereon unanimously agree and consent to such action in writing.

ARTICLE III

Board of Directors

3.1 Powers and Duties. The board of directors shall have control and general management of the affairs, property and business of the corporation and, subject to these bylaws, may adopt such rules and regulations for that purpose and for the conduct of its meetings as the board of directors may deem proper.

3.2 Size of Board. The initial board of directors of the corporation shall consist of eight (8) members. Thereafter, the corporation shall have a board consisting of not fewer than three (3) and not more than eight (8) directors. The number of directors may be fixed or changed from time to time within this range by the voting members of the board of directors. A director need not be a resident of Colorado or a member of the corporation. Directors shall serve a term of two (2) years. Directors may be elected for successive terms. The terms of the directors shall be staggered with one-half (1/2) of the directors elected every two years. In addition to the board of directors described herein, PARTNERS OF THE AMERICAS FELLOWS shall serve as voting members of the board of directors.

3.3 Election of Directors. The election of directors shall be at the annual meeting of the membership or such other method authorized by these bylaws. A director shall hold office until his/her successor shall have been duly elected.

3.4 Compensation of Directors. Directors shall not receive any compensation for their services as directors, but by resolution of the board of directors, a director may be paid reasonable compensation for services rendered as an employee of the corporation, and a director may be reimbursed for actual expenses incurred in the performance of service for the corporation. No loan of money or property or any advance on account of services to be performed in the future shall be made to any director of the corporation.

3.4 Resignations; Vacancies. A director may resign at any time by tendering a written resignation to the board, which resignation shall become effective upon the acceptance thereof by the board. Vacancies on the board of directors may be filled for the unexpired term of the predecessor in office by a majority vote of the remaining directors at any meeting of the board. If any director fails to attend three consecutive meetings without notice to the president concerning the absence, such action shall be presumed to be a resignation.

3.5 Meetings of Directors.

3.5.1 Meetings of the board of directors shall be held at least once in each calendar year and at such other times as may be necessary or convenient. Meetings may be called by any officer of the corporation, and meetings must be called by the president upon the written request of any two (2) members of the board of directors.

3.5.1 Notice of meetings of the board of directors shall be given by mailing the same at least three (3) days prior to the meeting to the usual business or residence address of each director, provided however, that any notice required to be given may be waived by any director before, at or after any meeting.

3.5.2 A quorum of the board of directors consists of five (5) directors. The affirmative vote of a majority of the directors present is the act of the board of directors unless the vote of a greater number of directors is required by law or these Bylaws. If at any meeting there is less than a quorum present, a majority of directors present may adjourn the meeting from time to time without further notice to any director.

3.5.2 Any action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting if each member of the board in writing either : (i) votes for the action; or (b) votes against the action or abstains and waives the right to demand that a meeting be held.

3.6 Officers and Duties.

3.6.1 From among its members, the board of directors shall elect the officers of the corporation, which shall consist of a president, a vice-president, a secretary and a treasurer. The officers shall be the executive committee of the board of directors and the management of the business, property and affairs of the corporation shall, between meetings of the board of directors, be vested in the executive committee, which shall meet at least four (4) times each year. Officers shall be elected or appointed by the board of directors at the annual meeting of the directors. A vacancy in any office may be filled by the board of directors at any regular or special meeting called for that purpose.

3.6.2 The duties of the officers shall be as follows:

(a) The president of the board shall preside at all meetings of the members and of the board of directors, and may have any other powers and duties as may be conferred by the board of directors. The president shall have the authority to sign all contracts and other instruments on behalf of the corporation, except as the authority may be restricted by resolutions of the board of directors adopted from time to time.

(b) The vice-president shall have the duties that the board of directors or the president may delegate from time to time. In the absence of the president or in the event of his/her inability to act, the duties and powers of the president shall be performed by the vice-president.

(c) The secretary shall have the responsibility for the preparation and maintenance of the minutes of the directors’ and members’ meetings and other records and information required to be kept by the corporation and for authenticating records of the corporation. The secretary shall perform all duties usually incident to the office of the secretary and such other duties that may from time to time be delegated by the board of directors.

(d) The treasurer shall have general supervision over the care and custody of the funds of the corporation and shall deposit or cause to be deposited the same in the name of the corporation in such financial institutions as the board of directors may designate. The treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the corporation and whenever required by the board of directors, shall render or cause to be rendered financial statements of the corporation.

ARTICLE IV

Amendments

4.1 Articles of Incorporation. The board of directors, by an affirmative vote of a majority of the total number of directors, may amend the corporation’s Articles of Incorporation, provided however that amendment of the purposes of the corporation may be made only with approval of three-fourths (3/4) of the total number of directors.

4.2 Bylaws. The board of directors may amend these Bylaws to include or omit any provision that could be lawfully included or omitted upon the affirmative vote of a majority of the total number of directors.