Articles of Incorporation of Briarhurst West Neighborhood Association

The undersigned, acting as incorporators of this corporation under the Nebraska NonProfit Corporation Act, adopt the following Articles of Incorporation for such corporation.

ARTICLE I The name of the corporation is: BRIARHURST WEST NEIGHBORHOOD ASSOCIATION, hereinafter called the “Association”.

ARTICLE II The principal and registered office of the Association is located at 75th & Cornhusker Highway, Lincoln, Nebraska 68529.

ARTICLE III John L. Hoppe, Sr., whose address is 75 and Cornhusker Highway, Lincoln, 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 maintenance, preservation and architectural control of the single family and duplex residence Lots and Common Area within that certain tract of property described as:

Briarhurst West Addition to the City of Lincoln, Lancaster County, Nebraska, and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose to:

(a) 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 or to be recorded in the Office of the Register of Deeds of Lancaster 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;

(b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to 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 of the Association;

(c) 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;

(d) borrow money, and with the assent of two-thirds (2/3) of the votes of the entire voting membership, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

(e) dedicate, sell or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless such action has been previously authorized by a two-thirds (2/3) vote of the entire voting membership.

(f) participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of the votes of the entire voting membership.

(g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Nebraska by law may now or hereafter have or exercise.

ARTICLE V MEMBERSHIP Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject to covenants of record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from the ownership of any lot, and ownership of such lot shall be the sole qualification for membership.

ARTICLE VI VOTING RIGHTS The Association shall have two classes of voting membership:

Class A. Class A members of the Association shall be all of those Owners with the exception of the Developer. Class A members shall be entitled to one vote for each Lot in which they hold the interest required for membership. When more than one person holds an interest in any Lot, all such persons shall be members, but in no event shall more than one vote be cast with respect to one Lot and the vote for such Lot shall be exercised as they among themselves shall determine.

Class B. The Class B member of the Association shall be the developer (as defined in the Declaration), and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:

(a) when the total votes outstanding in Class A membership equals the total vote outstanding in the Class B membership, or

(b) on December 31, 1983.

ARTICLE VII BOARD OF DIRECTORS The affairs of this Association shall be managed by a Board of not less than three (3) nor 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:

John L. Hoppe, Sr. 2470 Garden Road, Lincoln, Nebraska

John L. Hoppe, Jr. 2340 Sheridan Blvd., Lincoln, Nebraska

Robert Proehl 5410 South 37th St., Lincoln, Nebraska

At the first annual meeting the members shall elect one-third (I / 3) of the directors for a term of one year, one-third (1/3) of the directors for a term of two years and one-third (1/3) of the directors for a term of three years; and at each annual meeting thereafter the members shall elect one-third (1/3) of the directors for a term of three years.

ARTICLE VIII DISSOLUTION The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members and with the separate consent by resolution of the City of Lincoln. 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 dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.

ARTICLE IX DURATION The corporation shall exist perpetually.

ARTICLE X AMENDMENTS Amendment of these Articles shall require the assent of 75 percent (75%) of the entire membership.

ARTICLE XI The name and address of each of the incorporators is:

John L. Hoppe, Sr. Howard Olson 2470 Garden Road 4101 South 39th Street Lincoln, Nebraska Lincoln, Nebraska

As long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations, mortgaging of the Common Area, dedication of Common Areas, dissolution and amendment of these articles.

ARTICLE XII Notwithstanding any other provision of these Articles, this corporation shall not carry on any activities nor shall any part of its operation be in any manner not permitted by a corporation exempt from Federal Income Tax under Section 501(c) (3) of the Internal Revenue Code of 1954 as now enforced or hereafter amended or by a corporation, contributions to which are deductible under Section 170(c) (2) of that code or any amendment thereof.

ARTICLE XIII Upon the dissolution of this corporation, the assets of this corporation, when permitted and not otherwise specifically directed by law, shall be disposed of only to such organizations as at that time qualify as exempt organizations under Section 50 1(c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Revenue Act.