Morton Meadows
^{Omaha, NE}

BY-LAWS OF
MORTON MEADOWS NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE I. OFFICES
A. Principal Office
The principal place of business of the corporation and the principal executive offices of the corporation shall be located in the City of Omaha, Douglas County, Nebraska. The corporation may have such other offices within or without the State of Nebraska as the business of the corporation may require.
B. Registered Office and Registered Agent
The registered office of the corporation may be, but need not be, identical with the principal office in the State of Nebraska, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II. PURPOSES
The purposes for which the corporation is organized are exclusively scientific, charitable and educational purposes as used under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended; including, but not limited to: the preservation of the historic and residential character of the neighborhood through compatible land use and housing rehabilitation; the promotion of better facilities and services to meet the needs of the residents of the community; the improvement of the physical appearance of the neighborhood, in order to make it an aesthetically distinctive and pleasing area of the city; the analysis of the advantages and problems of life within the community as a means of aiding in the determination of needs and priorities with regard to community development and the education of the public on subjects useful to the individual and beneficial to the community.

ARTICLE III. POWERS AND LIMITATIONS
The corporation shall have all the powers allowed under the Nebraska Non-Profit Corporation Act. Notwithstanding the provisions of these By-Laws, no substantial part of the activities of the corporation shall be spent in the carrying on of propaganda or in any attempt to influence legislation directly or indirectly. The corporation shall not participate or intervene in any political campaign on behalf of any candidate for office. The corporation shall not carry on any other activities not permitted to be carried on by: (a) a corporation exempt from income taxation under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended, or (b) a corporation, contributions to which are tax - 1 - deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 as amended (or the corresponding provisions of any future United States Internal Revenue law).

ARTICLE IV. DISTRIBUTION OF INCOME AND DISSOLUTION
No part of the net earnings of the corporation shall inure to the benefit of or be distributed to its members, directors, officers or other private persons, except that the corporation shall have the power to pay reasonable compensation for services rendered. Upon the dissolution of the corporation, the Board of Directors shall, after making provision for the payment of all liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation to such organization or organizations as shall at that time qualify as an exempt organization or organizations operated exclusively for charitable, educational or scientific purposes under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of Douglas County, Nebraska, exclusively for such exempt purposes or to such exempt organization or organizations as the court shall determine.

ARTICLE V. PROHIBITION AGAINST SELF-DEALING
Any other provisions of these By-Laws to the contrary notwithstanding: The income of the corporation for each taxable year shall be distributed in such manner as not to subject the corporation to tax under Section 4942 of the Internal Revenue Code of 1954 as amended (or the corresponding sections of any future Internal Revenue law). The law corporation is prohibited from engaging in any self-dealing (as defined in Section 4941(d) of the Internal Revenue Code of 1954 as amended), from retaining any excess business holdings (as defined in Section 4943(c) of the Internal Revenue Code of 1954 as amended), from making any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code of 1954, as amended, and from making any taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code of 1954 as amended).

ARTICLE VI. MEMBERS
A. Annual Meetings The annual meeting of the members shall be held on the third Tuesday in the month of October at an hour designated by the Board of Directors in the notice of meeting. The purpose of the meeting shall be to elect directors and officers for the coming year and such other business as may come before the meeting. B. Special Meetings - 2 - Unless otherwise prescribed by statute, special meetings of members may be called for any purpose by the President or by the Board of Directors, or shall be called by the President at the written request of not less than ten percent of the members of the corporation entitled to vote at the meeting. C. Place of Meeting The Board of Directors may designate any place within the State of Nebraska as the place for any annual or special meeting of members. If no designation is made, or if a special meeting otherwise shall be called, the place of the meeting shall be the principle executive office of the corporation within the State of Nebraska. D. Notice of Meeting Written notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose for which it is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either in person or by mail, to each member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his address as it appears on the membership list of the corporation, with postage thereon prepaid. Any member may waive notice of any meeting. The attendance of a member at a meeting shall constitute waiver of notice unless such attendance by a member is for the sole purpose of objecting to the transaction of business because the meeting is improperly called. E. Quorum A quorum at any meeting of members shall consist of at least ten percent (10%) of the members entitled to vote, but shall not be less than twenty percent (20%) voting members. If less than a quorum is in attendance at a meeting, the voting members present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. F. Proxies At all meetings of members, only those voting members who are entitled to vote and who attend the meeting in person shall be allowed to vote. Voting by proxy shall not be allowed. G. Membership a. Eligibility of Membership Voting members shall consist of all persons who live, work, or have an interest in Morton Meadows Neighborhood and shall have paid dues. The boundaries of the Morton - 3 - Meadows Neighborhood Association are 42 Street to Saddlecreek Road, and Leavenworth Street to Center Street. b. Establishment of Membership To become a member of the Corporation, an eligible person must complete a membership form and pay the annual membership dues. Membership is terminated by nonpayment of annual membership dues. H. Dues Annual dues shall be payable before or at the annual meeting. Payment of annual dues shall entitle each member so paying to his or her voting rights through the date of the next annual meeting. Notwithstanding the foregoing provision, everyone in attendance at the first annual meeting shall be allowed to vote, regardless of whether they have paid dues.

ARTICLE VII. BOARD OF DIRECTORS
A. General Powers The business and affairs of the corporation shall be managed by the Board of Directors. B. Number, Tenure and Qualification The number of the directors of the corporation shall be no more than 13 or less than 3. Each director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified, or until his death, resignation or removal. Directors must be members of the corporation. C. Regular Meetings A regular meeting of the Board of Directors shall be held without other notice than this By-law immediately after and at the same place as the annual meeting of members. The Board of Directors may provide for the time and place, either within or without the State of Nebraska, for the holding of additional regular meetings, without other notice than that furnished by the resolution called for such meeting or meetings. D. Special Meetings Special meetings may be called at the request of the President or any director. The person or persons calling a special meeting may fix the time and place of the meeting called by them. E. Notice of Special Meeting - 4 - Notice of any special meeting shall be given at least five (5) days previous thereto by written notice delivered personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice except when a director attends for the sole purpose of objecting to the transaction of business because the meeting is not properly called. Neither the business to be transacted or the purpose of any regular or special meeting need be specified in the notice of meeting. F. Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if less than a majority is present, a majority of those present may adjourn the meeting from time to time without further notice. G. Manner of Acting The act of a majority of the directors present at a meeting at which there is a quorum shall be the act of the Board of Directors. H. Resignations Any director of the corporation may resign at any time by giving written notice to the President or Secretary of the corporation. Such resignation shall take effect when accepted by the Board of Directors. I. Removal of Directors Any director may be removed with or without cause at any time by the members at a meeting called expressly for that purpose. No director shall be removed except by the vote of a majority of members entitled to vote who are present at the meeting. J. Vacancies Any vacancy on the Board of Directors caused by death, resignation or removal shall be filled by a majority vote of the remaining members then in office. Each director so elected shall hold office for a term to expire at the same time as the term of the director whose vacancy he was chosen to fill. K. Informal Action by Directors Any action required to be taken at a meeting of directors, or any other action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all directors.

ARTICLE VIII. OFFICERS
- 5 - A. Number, Selection The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected at the annual meeting by those members who are entitled to vote. Any two (2) offices may be held by the same person except the offices of President and Secretary, and the office of President and Vice President. Each officer shall hold office until his successor shall have been elected and qualified, or until his death, resignation or removal. B. Term The Board of Directors shall be elected to serve two year terms, with the term ending at the close of that annual meeting of the members during which such Board of Directors was elected. Terms of office shall continue until a successor is elected. C. Removal Any officer may be removed by a vote of those members entitled to vote at a special meeting called for that purpose. Such removal shall be without prejudice to any contract rights possessed by the person removed. D. Vacancies A vacancy in any office which occurs for any reason may be filled by the Board of Directors for the unexpired portion of the term.

ARTICLE IX. AMENDMENTS
Any amendments to these By-Laws shall be made in the following manner: The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or special meeting. Written or printed notice setting forth the proposed amendment shall be given to each member entitled to vote at such meeting. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at such meetings are entitled to cast. Any number of amendments may be submitted and voted upon at any one meeting.

ARTICLE X. DISSOLUTION
Upon the dissolution of the Corporation, the Board of Directors, shall, after paying or making provision for the payment of all Corporation liabilities, distribute all assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education or scientific purposes as shall at the time qualify as an organization (a) described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as the Board of Directors shall determine.