Nebraska Hickory Golf Association

BYLAWS

NEBRASKA HICKORY GOLF ASSOCIATION

A Nonprofit Corporation

ARTICLE MEMBERS

Section 1.1 Member Qualifications: All United States citizens and aliens lawfully residing in the United States, age __ or older, who have paid the amount of the annual dues of Nebraska Hickory Golf Association, a Nebraska Nonprofit corporation (the “Corporation”), as established by the Board (as defined in Section 2.1 below) are eligible for membership in the Corporation. Such persons are each, a “Member,” and collectively, the “Members”.

Section 1.2 Annual Meetings of the Members: Beginning in 2017, the Corporation shall have an annual meeting for the Members to be held during the month of January each year on such date and at such time and place, as the Board determines. Notice of the date, time and place of annual meeting shall be sent by the Secretary to all Members at least fourteen (14) days prior to the meeting.

Section 1.3 Election of Directors: Beginning in 2018, the Members shall, nominate and elect the Directors (as defined in Section 2.1 below) at the annual meeting of the Directors.

Section 1.4 Voting: At all meetings of the Members, each Member shall have one vote.

Section 1.5 Proxies: Proxies are permitted as provided in the Nebraska NonProfit Corporation Act.

ARTICLE DIRECTORS

Section Number and Qualification: The business and affairs of the Corporation shall be managed by its board of directors (the “Board”). The Board shall consist of nine (9) Members of the Corporation (each, a “Director,” and collectively, the “Directors”). The Directors need not be residents of the State of Nebraska. Although the number and qualifications of the Directors may be changed from time to time by amendment to these Bylaws, no change shall affect the incumbent Directors during the terms for which they were elected.

Section Directors; Terms:

1 The initial Directors, as appointed by the Incorporator, are:

Director Number Name

1 Dr. Dave Brown 2 Dr. Kevin Cawley 3 Brian Frevert 4 Dale Hallock 5 Randy Jensen 6 Hap Pocras 7 Rudy Thomas 8 Mike Tiehen 9 Tony Tubrick

The initial Directors shall serve for a two (2) year period commencing on the date of the Corporation’s first Board meeting. Thereafter, each Director’s term shall be two (2) years from his or her date of election. However, each Director shall continue to serve after the expiration of his or her term until his or her successor shall has been elected and has accepted the Director position.

Section Vacancies: Vacancies shall be filled by the affirmative vote of a majority of the remaining Directors, even though this may be less than a quorum of the Board. If a vacancy is occurring because of an expired term, the Directors holding office whose terms are expiring may vote to fill the expiring positions. A vacancy occurring as a result of an unexpired term shall be filled for the balance of that unexpired term.

Section Removal of Directors by Board: At a meeting of the Board for which the notice of the meeting expressly states that it is called expressly for the purpose of the removal of one or more Directors, Directors may be removed by the remainder of the Board. Any Director may be removed by a vote of seventy-five percent (75%) of the other members of the Board. Removal of a Director may be with or without cause.

Section Quorum: A majority of the number of Directors then in office shall be a quorum for the transaction of any business at any meeting of the Board. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. If less than a quorum is present at any meeting, the majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A Director whose term has expired, but whose replacement has not yet qualified and accepted the position as Director is in office for quorum purposes unless he or she has submitted his or her resignation as a director to the secretary.

Section Annual Meetings of the Board: The first annual meeting of the Board, as determined by the Incorporator, shall be held on January __, 2016 at ____ PM at the offices of Gross & Welch P.C., L.L.O. Thereafter, annual meetings of the Board shall be held during the

2 month of January each year on such date and at such time and place, as the Board determines. Notice of the date, time and place of annual meeting shall be sent by the Secretary at least fourteen (14) days prior to the meeting.

Section Special Meetings: Special meetings of the Board may be called by the President or twenty percent (20%) of the Directors then in office, and at such date and time, as the notice may state.

Section Notice: Notice of the date, time and place of special meetings shall be mailed or emailed to each Director at his or her last known address at least five (5) days prior to the date of holding these meetings. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section Action without a Meeting: Any action required to be taken at a meeting of the Board, or of any committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors, or all of the members of the committee, as the case may be. This type of consent shall have the same effect as a unanimous vote. The consent maybe executed by the Directors in counterparts.

Section Voting: At all meetings of the Board, each Director shall have one vote.

Section Presumption of Assent: A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section No Compensation for Directors: By resolution of the Board, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board, but no compensation shall be paid to any Director for his or her services as a Director.

Section Committees: The Board may, by resolution or resolutions passed by a majority of the whole Board, appoint an executive committee and one or more other committees, each committee to consist of three (3) or more Directors, which committees shall, to the extent permitted by law, have and may exercise such powers of the Board in the management of the business and affairs of the Corporation as shall be delegated to them.

Section Telephonic Meeting: Members of the Board or any committee appointed by the Board may participate in a meeting of such Board or committee by means of a conference

3 telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall be the same as presence in person at a meeting.

Section Effect of Repeated Absence from Meetings: If a Director is absent, except for reasons of ill health or absence from the country, from three (3) consecutive meetings of the Board, including regularly scheduled meetings and special meetings duly called and noticed, the Board may, in its discretion, declare the office of such Director vacated by reason of neglect, and a successor shall be appointed as provided in these Bylaws.

ARTICLE OFFICERS

Section Number and Qualification: The officers of the Corporation shall be a President, one or more Vice Presidents (as the Board shall determine), a Secretary and a Treasurer and such other officers and agents as may be deemed necessary by the Board. Any two (2) or more offices may be held by the same person.

Section Election and Tenure: The officers of the Corporation shall be elected by the Board at an annual meeting. Each officer shall hold office for a term of two (2) years or until his or her successor shall have been duly elected and shall have become qualified, unless his or her service is terminated sooner because of death, resignation or otherwise.

Section Removal : Any officer or agent of the Corporation, elected or appointed by the Board, may be removed by the Boards whenever in its judgment the best interests of the Cor- poration will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section Vacancies: Vacancies occurring in any office by reason of death, resignation or otherwise may be filled by the Board of Directors at any meeting.

Section Duties and Authority of Officers: The officers of the Corporation are listed below. Each officer shall have the listed duties and authority.

A. President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members and of the Board. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board, deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or shall be required by law

4 to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as may be pre- scribed by the Board from time to time.

B. Vice President. In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or the absence of any such designation then in the order of their election) 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. Any Vice President may sign and shall perform such other duties as from time to time may be assigned by the President or by the Board.

C. Secretary. The Secretary shall attend and keep minutes of the meetings of the members and of the Board in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be the custodian of the corporate records, keep a register of the post office address of each member which shall be furnished to the Secretary by such member, have general charge of the corporate minute books of the Corporation, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board.

D. Treasurer. The Treasurer shall have charge and custody and be responsible for all funds and securities of the Corporation, receive and give receipts for all securities and monies due and payable to the Corporation from any source whatsoever, deposit all such monies in the name of the Corporation in such banks, trust companies, or in other depositories as shall be collected in accordance with the provisions of these Bylaws, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board. If required by the Board, the Treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.

ARTICLE CONTRACTS, CHECKS, DEPOSITS, AND GIFTS

Section Contracts: The Board may authorize any officer or officers or agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the Corporation, and such authority may be general or may be confined to specific instances.

5 Section Checks, Drafts, or Orders: 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 such officer or officers or agent or agents of the Corporation as shall from time to time be determined by resolution of the Board. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the Corporation.

Section Deposits: 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 depositaries as the Board may select.

Section Gifts: The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for any purpose of the Corporation. The Board may delegate to the officers the authority to accept gifts of the values and types as determined by the Board.

ARTICLE INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section Indemnification: To the extent permitted by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise or as a trustee, officer, employee or agent of an employee benefit plan, against expenses, including attorney fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.

Section Insurance to Indemnify: To the extent permitted by law, the Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred in such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

Section Right to Indemnity Not Limited: The indemnity provided for by this Article V shall not be deemed to be exclusive of any other rights to which those indemnified may be otherwise entitled, nor shall the provisions of this Article V be deemed to prohibit the Corporation from extending its indemnification to cover other persons or activities to the extent permitted by law or pursuant to any provision in these Bylaws.

ARTICLE MISCELLANEOUS

6 Section No Private Inurnment: No Director, officer, or employee of or member of a committee of or person connected with the Corporation, or any other private individual shall receive any of the net earnings or pecuniary profit from the operations of the Corporation. This provision shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board. No such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.

Section Fiscal year: The fiscal year of the Corporation shall be the calendar year.

Section No Corporate Seal: The Incorporator has determined at this time that there shall be no corporate seal. The Board reserves the right to establish a corporate seal at any time.

Section Meaning of Waiver of Notice: Whenever any notice is required to be given to any member or Director under the provisions of the Articles of Incorporation, these Bylaws or the Nebraska NonProfit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section Amendments to Bylaws: Except as otherwise provided by law or by specific provisions of these Bylaws, these Bylaws may be amended or repealed by the Board or by the members at any annual, regular or special meeting of the Board or of the members.

These Bylaws were adopted by the Incorporator of the Corporation on November ___, 2015.

David C. Nelson, Incorporator