BYLAWS OF COLORADO COUNTIES, INC.

Pursuant to the provisions of Titles 7 and 10, C.R.S., as amended, respectively, the undersigned corporation adopts the following Restated and Amended Bylaws, effective November 29, 2005. 

Colorado Counties, Inc., a Colorado non-profit corporation (the "Corporation") pursuant to Section 7-130-201 of the Colorado Nonprofit Corporation Act, hereby amends and restates its Bylaws. These Restated and Amended Bylaws supersede the Bylaws; and were approved by vote of the Members by a number of votes sufficient for approval.