Country Club Neighborhood Association

BYLAWS OF THE COUNTRY CLUB NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE I. NEIGHBORHOOD AREA AND MEMBERSHIP

The Country Club Neighborhood Association, Inc. shall encompass an area described as follows: beginning at the southeast corner of the 20th and South Streets intersection, going east along South Street to 33rd Street; then south along the west side of 33rd Street to 150' south of Sheridan Boulevard; then moving 150' west and continuing south parallel to 33rd Street until reaching Calvert Street; then proceeding in a southwesterly direction along the old Rock Island Railroad line to U.S. Highway 2; then west along the north side of U. S. Highway 2 to 20th Street; then north along the east side of 20th Street to South Street, the point of beginning; hereinafter known as the "neighborhood area."

Any person, family or organization owning real estate, renting, residing or operating a business within the neighborhood area is eligible for voting membership in this corporation, upon payment of dues. Each person, family or organization shall have one vote per membership. Any other person, family or organization outside the boundaries is eligible for non-voting membership in the Association, upon payment of dues.

Membership in this corporation is non-transferable and may not be assigned.

ARTICLE II. OFFICES

The principal office of the corporation shall be in Lincoln, Lancaster County, Nebraska.

ARTICLE III. PURPOSES

The Association is organized for the purposes of improving and developing the Association neighborhood area and promoting and acting for its general welfare and in its interests.

ARTICLE IV. POWERS

The Association shall have the power to own, accept, acquire and dispose of personal and real property; to obtain, invest, borrow or retain funds in advancing the purposes of the Association; and to do all other things not prohibited for such an Association by the laws of the State of Nebraska or the United States of America.

ARTICLE V. PUBLIC OR PRIVATE APPEARANCES

No person is authorized to appear on behalf of the Association before any legislative, executive or judicial bodies or individuals or any public or private group of any description or communicate orally or in writing with any of them, without first obtaining approval for said action by the Board of Directors who must also approve any position, statements or actions said to be made by the Association. Any statement or actions by anyone appearing on behalf of the Association which are not so authorized in advance shall not be considered to be representative of the Association or its Members, Officers, or Directors and all hereby disclaim any and all liability resulting therefrom, whether directly or indirectly related. Any person violating this Article shall be subject to immediate removal from any capacity or association with the Association by action of the Board of Directors.

ARTICLE VI. MEETINGS

1. ANNUAL MEETING. The annual meeting of the members shall be held on the third Tuesday in the month of March of each year for the purpose of electing Directors and for transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be on a legal holiday in the State of Nebraska, such meeting shall be held on the next succeeding business day.

2. REGULAR MEETINGS. Regular meetings are held at 7pm on the third Tuesday of February, April, July, September, October and November unless changed by a vote of the Board of Directors.

3. SPECIAL MEETINGS. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by a majority of the Board of Directors, and shall be called by the President at the request of not less than ten memberships of the corporation entitled to vote at the meeting.

4. PLACE OF MEETING. The Board of Directors may designate any place within Lancaster County as the place of meeting for any annual meeting or for any special meeting of members or Directors called by the Board of Directors.

5. NOTICE OF MEETING. Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid.

6. QUORUM. Ten of the outstanding memberships of the corporation entitled to vote shall constitute a quorum at a meeting of members.

7. VOTING OF MEMBERS. Subject to the provisions of Article I, each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting. Except as otherwise provided in this Article, passage of any matters at a duly-held meeting shall require an affirmative vote of a majority of those present at said meeting who are entitled to vote.

8. INFORMAL ACTION BY MEMBERS. Unless otherwise provided by law, any action required to be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds of the members entitled to vote with respect to the subject matter.

ARTICLE VII. BOARD OF DIRECTORS

1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors.

2. SPECIFIC POWERS. In addition to the general powers granted above, the Board of Directors shall also have the power to elect from the members of the corporation a President, up to three Vice-Presidents, Secretary, and Treasurer; direct the spending of all monies received by the corporation; supervise and approve the contents of the corporation newsletter; appoint the chairpersons of the standing or special committees or task forces; appoint an Historian and an Editor of a newsletter; establish such committees as deemed necessary; and appoint a maximum of four advisors to the President and Board of Directors.

3. MEMBERSHIP AND VOTING. The voting membership of the Board of Directors shall be comprised of the Chairman of the Board (who shall also be the President of the Corporation), the immediate Past President of the Corporation, up to three Vice-Presidents, the Secretary, the Treasurer, and other at large members of the board. Each of these parties shall be entitled to one vote on each matter submitted to a vote at a Board meeting. Board members may vote by written proxy. Votes shall be cast in the manner determined by the Chairman of the Board.

4. NUMBER, ELECTION AND TENURE. The number of directors of the corporation shall be determined by the Board of Directors. Each director shall hold office until his or her successor shall have been elected and qualified. No director shall serve in the same office more than one (1) term without the express consent of the Board of Directors. All members of the Board of Directors, except officers, shall be elected for a three (3) year term. They shall be elected by the vote of a majority of the voting membership present at a special or annual meeting called to elect them. One third (1/3) of the Board of Directors shall be elected each year.

5. REGULAR MEETINGS. The Board of Directors shall provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

6. MEETINGS. Meetings of the Board of Director may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

7. QUORUM. One-third of the actual number of directors serving shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present, as stated in the paragraph immediately preceding, shall be the act of the Board of Directors.

9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by two-thirds of the Directors, provided they are informed of the proposed action.

10. VACANCIES. Any vacancy occurring in the Board of Director's shall be filed by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any director, including appointed board members, may, for any reason, at the Board's sole discretion, be removed by a two-thirds vote of those present at a duly held meeting of the Board of Directors who are entitled to vote, after an appropriate hearing. Such Board members may be subject to removal for failure to attend three regularly scheduled Board meetings.

ARTICLE VIII. OFFICERS

1. NUMBERS. The officers of the corporation shall be a President, up to three Vice-Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors.

2. ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be held. An election to fill a vacancy may occur at any regular or special meeting of the Board.

3. REMOVAL. The Board of Directors, by an affirmative vote of two-thirds of all the members of the Board, may remove, after an appropriate hearing, any officer or agent who, acting under the color of corporate authority, contravenes the authority expressly delegated him or her by the Board or for any cause deemed appropriate by the Board.

4. PRESIDENT. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business affairs of the corporation. The President shall, when present, preside at all meetings of the members and of the Board of Directors. The President may sign and deliver, with the Secretary or Treasurer or any other proper officer of the corporation thereunto 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 or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise executed or delivered; and in general shall perform all duties incident and necessary to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

5. VICE-PRESIDENT. The corporation shall have up to three Vice-Presidents, one of whom shall be deemed the Administrative Vice-President. In the absence of the President or in the event of his or her death, inability or refusal to act, the Administrative Vice-President shall perform the duties of the President, and-when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Administrative Vice-President shall be President-Designate for the following year, upon election by the Board of Directors. The Vice-Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board of Directors.

6. SECRETARY. The Secretary shall (a) keep the minutes of the proceedings of the meetings of members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (e) and in general, perform all duties incident and necessary to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

7. TREASURER. The Treasurer shall (a) have charge and custody of and be responsible for all funds of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; (6) and in general perform all duties incident and necessary to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The office and duties of the Secretary and Treasurer may be combined and performed by one individual at the direction of the Board.

ARTICLE IX. STANDING COMMITTEES AND TASK FORCES

The Board shall approve the establishment of standing committees and special task forces and shall designate a chairperson or chairpersons for each such committee or taskforce created. The work of the standing committees and task forces shall be subject to review by the Board, who must vote on and authorize any major public activity. The chairperson(s) of standing committees are voting members of the Board. Chairpersons of any task forces or special committees shall not be entitled to vote at a Board meeting. A quorum of these committees shall consist of those present at any meeting.

ARTICLE X. CONTRACTS, LOANS, CHECKS AND DEPOSITS

1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments, including deeds, in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC. All checks, drafts or other 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.

4. DEPOSITS. All funds of the corporation not otherwise employed 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.

ARTICLE XI. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year. At the end of each fiscal year, an annual audit and report shall be conducted and prepared in the manner directed by the Board of Directors. The report of the audit shall be available for inspection by the membership.

ARTICLE XII. DUES

1. PAYMENT. Dues shall be payable upon application for membership with subsequent payments due on or before the annual meeting of each year.

2. ANNUAL DUES. The Board of Directors shall set the terms and amounts of all dues for all classes of membership.

ARTICLE XIII. CONDUCT OF MEETINGS

All meetings of this Corporation shall be governed by Robert's Rules of Order (latest edition) unless these Bylaws otherwise specifically provide an alternate method of conducting business.

ARTICLE XIV. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any annual or special meeting called by the Board of Directors for such purpose. Any of such changes or adoption of new Bylaws shall be ratified by a majority of the membership present at a duly held meeting of the members called for this purpose, before such changes or new Bylaws shall be in force and effective.

These Bylaws were adopted as the Bylaws for The Country Club Neighborhood Association, Inc., a not-for--profit corporation organized under the laws of the State of Nebraska, at a meeting of the Board of Directors of said corporation held on the 20th day of March of the year 2001.

By:

_______________________________

Chairman of the Board

ATTEST:

_______________________________

Secretary

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