ARTICLES OF INCORPORATION
OF
CONESTOGA PLACE HOMEOWNERS ASSOCIATION

In compliance with the requirements of Article 21, S19, Revised Reissue Statutes of Nebraska, 1943, as amended, the undersigned, all of whom are residents of Douglas County, Nebraska, and all of whom are of full age, have this day voluntarily associated themselves together for the purpose of forming a corporation not for profit and do hereby certify:

Article I

The name of the corporation is CONESTOGA PLACE HOMEOWNERS ASSOCIATION, hereafter called the “Association”.

Article II

The principal office of the Association is located at 1323 First National Center, Omaha, Nebraska.

Article III

William M. Moore, whose address is 1323 First National Center, Omaha, Nebraska, is hereby appointed the initial registered agent of this Association.

Article IV
Purpose And Powers Of The Association

This association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for the maintenance, preservation and enhancement of the residence Lots, with the property Described as follows:

Lots 1 through 38 inclusive, in Conestoga Place, and Addition to the City of Omaha, as surveyed, platted and recorded in Douglas County, Nebraska

and to promote the health, safety and welfare of the residents within the above-described property, and for these purposes to:

1. Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions hereinafter called the “Declaration”, applicable to the property and recorded in the office of the Register of Deeds, Douglas County, Nebraska, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length;
   
2. Fix, levy, collect and enforce payment of all charges or assessments pursuant to the terms of the Declaration; pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property Association;
   
3. Acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
   
4. Borrow money, and with the assent of two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
   
5. Have and exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Nebraska may now or hereafter have or exercise.

Article V
Voting Rights

The Association shall have two classes of voting members:

Class A. Class A members shall be all Owners of the property described in Article IV hereof with the exception of the Declarant and shall be entitled to one vote for each Lot owned within Conestoga Place, and addition to the City of Omaha as surveyed, platted and recorded in Douglas County, Nebraska. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot owned by a Class A member.

Class B. The Class B member shall be the Declarant (as defined in the Declaration), and shall be entitled to ten (10) votes for each lot owned within Conestoga Place, and addition to the City of Omaha as surveyed, platted and recorded in Douglas County, Nebraska. The Class B membership shall cease and be converted to Class A membership when (A) the total votes outstanding in the Class A membership equals or exceeds the total votes outstanding in the Class B membership, or (B) on January 3, 1993, whichever comes first.

Article VI
Board Of Directors

The affairs of this Association shall be managed by a Board of not less than three (3) or more than nine (9) Directors, who need not be members of the Association. The number of Directors may be changed by amendment of the By- Laws of the Association. The names and addresses of the persons who are to act in the capacity of Directors until the selection of their successors are:

Article VII
Dissolution

The Association may be dissolved with assent given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such a dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.

Article VIII
Duration

The Association shall have perpetual existence.

Article IX
Amendments

Amendment of these articles shall require the assent of seventy-five (75%) of each class of membership, provided that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership.

IN WITNESS WHEREOF, for the purpose of forming this Association under the laws of the State of Nebraska, we, the undersigned constituting the incorporators of this Association, have executed these Articles of Incorporation this 3rd day of November, 1987.

_________________________
(William M. Moore)

_________________________
(Bob Manuel)

_________________________
    (Brenda Council)