HIGHLANDS NEIGHBORHOOD ASSOCIATION, INC.

BYLAWS

Article I

NAME

The name of the Corporation shall be the Highlands Neighborhood Association, Inc.

Article II

BOUNDARIES

The geographical boundaries of the Highlands Neighborhood Association shall be

those established by the Highland North Community Plan which is generally bounded by the
Interstate Highway on the southeast, Highway 34 on the north, West Highland Boulevard on
the south, and the Union Pacific railroad tracks on the west.

Article III

PURPOSE

The purposes for which the Corporation is organized are stated in the Articles of
Incorporation on file with the Nebraska Secretary of State.

Article IV

MEMBERSHIP

Any person or organization residing, owning real property, or operating a business

within the boundaries of the Highlands shall be eligible for membership in the Corporation.
Others may be admitted to membership on approval of the Board of Directors. There shall
be one class of membership.

The eligibility of members and their voting rights are as follows:

A. Living Units. Each living unit which is a member shall be entitled to one vote
which shall be exercised by a person 18 years of age or older. Each living unit shall consist
of actual residents of the Highlands;

B. Property Owners. An owner of real property within the Highlands, who is a

member, is entitled to one vote which shall be exercised by a person 18 years of age or older.
No matter how much property a person owns within the Highlands, that person can only hold
one membership and be entitled to one vote.

C. Business. The owner or operator of a business located within the Highlands,

who is a member and who has reached the age of 18 years, is entitled to one vote, as they
may agree;
 Article V

DUES

The initial dues will be a $15.00 per member per fiscal year, payable at a time and in
such manner as may be established by the Board of Directors or at the Annual Meeting if the
Directors have not established another time. Hereafter, the establishment and assessing of
dues shall be in such amounts and in such manner as shall be specified by the Board of
Directors.

Article VI

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of October and end on
the last day of September of each year.

Article VII

MEETINGS

An Annual Meeting of the members shall be held on the third Monday of September
of each year beginning with the year 198_ for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. Written notice to the
members of the Annual Meeting shall be given at least ten (10) days in advance. The
presence of 20 members shall constitute a quorum for the transaction of any business of the
Corporation. Upon the petition of any 20 active members, meeting shall be called by the
President.

Regular meetings of the membership as a whole shall be held at least once every
quarter. The time and place of meeting shall be at the discretion of the Board of Directors.
Special meetings of the members may be called by the President, or by the written request of
any five (5) members of the Board of Directors. Special meetings shall require at least three
(3) days’ written notice to all members. The notice call of a special meeting shall state the
purpose for which the meeting is called and business transacted at a special meeting shall be
limited to the subject stated in the call.

Article VIII

BOARD OF DIRECTORS

The Corporation shall be governed by a board of seven directors who shall meet
every other month and in addition shall meet at the call of the President, or five members of
the Board. The directors shall be elected for two-year terms.

Any vacancy in the Board of Directors may be filled by appointment of a majority of

the remaining Board members and such appointees shall serve until the next election by the
corporation at which time the Corporation shall elect members to fill both expired and
unexpired terms. The President of the Corporation will preside as Chairman of the Board of
Directors and will not be entitled to a vote except in the event of a tie vote of the remainder
of the Board. The presence of a majority of the Board of Directors shall constitute a quorum
for the transaction of business. All meetings of the Board of Directors shall be open to any
active member.

Powers of the Board of Directors

1. To call meetings of the Corporation.

2. To elect, from the Board of Directors, a President, a Vice-President, a
Secretary, and a Treasurer.
3. To direct the spending of all monies received by the Corporation.
4. To promote membership in the Corporation.
5. To carry out the purposes of the Corporation.
6. To create standing or special committees or task forces from among the
members of the Corporation.
7. To change either the registered office or the registered agent of the
Corporation from time to time.

Article IX

ELECTED OFFICERS

Following the Annual Meeting of the Corporation, the Board of Directors shall, from
its members elect a President, a Vice-President, a Secretary, and a Treasurer.

The President shall preside at all meetings of the Corporation and meetings of the
Board of Directors; and shall appoint the members of such standing or special committees or
task forces as may be created by the Board of Directors. The President shall vote only in
cases of tie votes.

The Vice-President, in the absence of the President, shall exercise all powers and
perform all duties of the President.

The Secretary shall keep and maintain records of all meetings of the Corporation and
of the Board of Directors and do and perform all other duties as may be required by the board
of Directors.

The Treasurer shall receive and deposit in a suitable bank all monies received by the
Corporation and pay out such money as may be directed by the Board of Directors.

Article X

PARLIAMENTARY AUTHORITY

Roberts Rules of Order, Newly Revised, shall govern the proceedings of the
organization in case of dispute or not provided for by the Bylaws.
 Article XI

BOOKS AND RECORDS

All books and records of the Corporation may be inspected by any member, or his
agent or attorney, for any proper purpose at any reasonable time upon two (2) days’ written
notice to the registered agent at the registered office or principal office.

Article XII

CHECKS, DEPOSITS, AND FRIENDS

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 no fewer than two
officers 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 instrument shall be signed by the Treasurer and counter-signed by the
President.

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. The names of three officers shall appear on any such accounts although two
officers may sign for the Corporation as provided above.

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.

Article XIII

STANDING COMMITTEES

The Membership and Welcoming Committee shall work to promote membership in

the Corporation and welcome new residents of the Highlands and attempt to interest them in
membership in the Corporation.

The Maintenance Committee shall work to promote the orderly physical appearance
of the Highlands and to help enforce the conditions and restrictions of the various Covenants
which apply to the Highlands.

The Public Relations Committee shall give to the public, through the press and all
news media, publicity regarding the organization, its purposes and its activities. It shall serve
as a liaison for the organization when appropriate, to various interested groups and assist in
the promotion of projects.

The SID No. 7 Liaison Committee shall attend all the meetings of the SID No. 7
Board of Trustees and shall report to the Board of Directors regarding the same.

The Board of Directors may appoint other standing committees as may be necessary.
All committees shall be appointed by the President. Committee chairpersons and members
are subject to a majority vote for approval by the Board.
 Article XIV

LIABILITY

The members of the corporation shall not be liable for any debts of the Corporation beyond
the dues paid by a member.

Article XV

AMENDMENT TO ARTICLES

These Bylaws may be amended or repealed, in whole or in parts, by the majority of

the members present and voting in any duly organized meeting of the Corporation.