BY-LAWS
Of
CONESTOGA PLACE HOMEOWNERS ASSOCIATION

Article I
Name and Location

The name of the Corporation is the CONESTOGA PLACE HOMEOWNERS ASSOCIATION, hereinafter referred to as the “Association”. The principal office of the Corporation shall be located at 1323 First National Center, Omaha, Nebraska, but meetings of members and directors may be held at such places within the State of Nebraska, County of Douglas, as may be designated by The Board of Directors.

Article II
Definitions

Section 1.“Association” shall mean and refer to Conestoga Place Homeowners Association, its successors and assigns.

Section 2.“Properties” shall mean and refer to that certain real property described as follows:

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

Section 3. “Lot” shall mean and refer to all plots of land with the same numerical designation shown upon any recorded subdivision map of the properties.

Section 4. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 5. “Declarant” shall mean and refer to Greater Omaha Community Development and Housing Corporation and its successors and assigns if such successors or assigns should acquire all the remaining interest of the Declarant in and to the Properties.

Section 6. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the in the office of the Register of Deeds, Douglas County, Nebraska.

Section 7. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration.

Article III
Meetings of Members

Section 1. Annual Meetings. The annual meeting of the members shall be held on the second Tuesday in March of each year at the hour of 7:30 o’clock P.M. If the day for the annual meeting of the members is a legal holiday, the meeting will beheld at the same hour on the first day following which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, upon written request of the members who are entitled to cast one-half (1/2) of all the votes of the Class A membership.

Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast one tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.

Article IV
Board Of Directors; Selection; Term Of Office

Section 1. Number. 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 Board shall initially consist of three (3) members, which number shall be increased to five (5) members prior to end of the first year, and which number shall remain constant until changed by three-fourths (3/4) majority vote of the then members of the Association.

Section 2. Term of Office. At the first annual meeting the members shall elect two (2) Directors for a term of one year, two (2) Directors for a term of two years, and one (1) Director for a term of three years; and at each annual meeting, thereafter, the members shall elect a sufficient number of Directors to replace those whose terms have expired.

Section 3. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting, by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of Directors.

Article V
Nomination And Election Of Directors

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. With respect to the Declarant, Members of the Board of Directors of Declarant shall be deemed members of the Association for the purpose enumerated herein. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among member or non-members.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Article VI
Meeting Of Directors

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two Directors, after not less than three (3) days notice to each Director.

Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Article VII
Powers And Duties Of The Board of Directors

1. Suspend the voting rights of members for infraction of published rules and regulations or during any period in which such members shall be in default of the payment of any assessments levied by the Association;
   
2. Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.
   
3. Declare the office of a member of the Board of Directors to be vacant in the event such a member shall be absent from three (3) consecutive regular meetings of the Board of Directors, unless absence is requested and approved by the President: and
   
4. Employ and prescribe duties of a manager, an independent contractor, or such other employees at it shall deem necessary.

Section 2. Duties. It shall be the duty of the Board of Directors to:

1. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meetings when such statement is requested in writing by a majority of the Class A members who are entitled to vote;
   
2. Supervise all officers, agents and employees of this Association, and see that their duties are properly performed.
   
3. As more fully provided in the Declaration, to:


1. Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;
   
2. Send written notice of each assessment to every owner and mortgagee subject thereto at least thirty (30)days in advance of each annual assessment period; and
   
3. Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or bring an action at law against the Owner personally obligated to pay the same.


4. Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
   
5. Procure and maintain adequate liability and hazard insurance on the Properties and the improvements situated thereon.
   
6. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and
   
7. Cause the resident Lots, buildings and improvements located thereon to be maintained.

ARTICLE VIII
Officers And Their Duties

Section 1. Enumeration of Offices. The officers of this Association shall be a President and Vice-President, who shall at all times be members of the Board of Directors, a Secretary, and a Treasurer and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Terms. Each officer of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, be removed, or otherwise become disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time, giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such “vacancy” shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple offices. The offices of the Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:

President

1. The President shall preside at all meetings of the members; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments, shall co-sign all checks and promissory notes.

   Vice-President

2. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

   Secretary

3. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the names and addresses of members of the Association, and shall perform such other duties as required by the Board.

   Treasurer

4. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members. The Secretary and/or Treasurer may receive payment at the discretion of the Board.

Article IX
Committees

The Board of Directors shall appoint a Nominating Committee, as provided in these By-Laws, and shall appoint such other committees as it deems appropriate in carrying out its purpose.

Article X
Books And Records

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at a reasonable cost.

Article XI
Assessments

As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. Any assessment not paid within fifteen (15) days after the due date shall bear interest from the due date at the maximum interest rate permitted by the usury laws of the State of Nebraska, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney’s fees of any such action shall be added to the amount of such assessment.

Article XII
Corporate Seal

The Association shall have a seal in circular form having within its circumference the words: Conestoga Place Homeowners Association - Nebraska - Corporate Seal. 

Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is a Class B membership.

Section 2. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

ARTICLE XIV
MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of Incorporation.

IN WITNESS WHEREOF, we, being all of the Directors of the Conestoga Place Homeowners Association, have hereunto set our hands this 3rd day of November, 1987.

__________________________
(William M. Moore)

STATE OF NEBRASKA )
                  )  ss.
COUNTY OF DOUGLAS )

STATE OF NEBRASKA )
                  )  ss.
COUNTY OF DOUGLAS )