By-Laws of Delaware Trails Civic Association, Inc.

ARTICLE I

NAME

SECTION 1 – Name. The name of this corporation is Delaware Trails Civic Association, Inc.

SECTION 2 – Principal Office and Resident Agent. The post Office address of the principal Office of the corporation is Indianapolis, Marion County, Indiana; and the name and Post Office address of the Resident Agent in charge of such office is Indianapolis, Marion County, Indiana. The Location of the principal office or the designation of the Resident Agent may be changed at any time or from time to time when authorized by the Board of Directors and by filing the appropriate forms with the Secretary of Indiana.

SECTION 3 – Seal. The seal of the corporation shall be circular in form and contain the name of the corporation surrounding the word "SEAL".

SECTION 4 – Fiscal Year. The fiscal year of the corporation shall begin on the first day of January.

ARTICLE II

CLASSES OF MEMBERSHIP

SECTION 1 – All members shall have the same rights, limitations, and restrictions, and no member shall have any preferences. Each member shall receive a certificate from the corporation, signed by the President or Vice President, and Secretary or Assistant Secretary thereof, stating that he/she is a member of such corporation. Certificates of membership shall not be transferable.

SECTION 2 – No member shall be liable to the corporation or for the debts of the corporation except to the extent of any unpaid portion of his or her membership dues, which have been legally charged.

SECTION 3 – The amount of dues or membership fees for the members of the Association shall be recommended by the Board of Directors and shall be fixed on a yearly basis, and the actual amount of such yearly membership fees or dues shall be voted on at a semi-annual meeting of the members of the Association.

ARTICLE III

MEETINGS OF MEMBERS OF THE ASSOCIATION

SECTION 1 – Place. Meetings of the members of the Association shall be held at such place within the County of Marion and State of Indiana as may be specified in the respective notices or waivers of notice thereof.

SECTION 2 – Semi annual meetings. There shall be semi-annual meetings of the members of the Association to be held in September and March of each year and at other times in the discretion of the Board of Directors. At the semi-annual meeting to be held in September of each year, the members of the Association shall elect the Directors for the ensuing year and at such meeting all other proper business shall be transacted.

SECTION 3 – Special meetings. Special meetings of the Association may be called by the Board of Directors, President, or by any fifty (50) members of the Association. When special meetings shall have been called, the Secretary shall proceed to give notice of the same as hereinafter provided.

SECTION 4 – Notice of meetings. Notice of all regular an special meetings of the members of the Association shall be written or printed and shall state the place, day and hour of the meeting and in the case of a special meeting, the purpose for which such meeting is called; and said notices shall be delivered or mailed by the Secretary or by the officer or person calling the meeting, to each member of record entitled by the Articles of Incorporation to vote at such meeting, at such address as appears upon the records of the corporation, at least the (10) days before the date of the meeting. Notice of any meeting of members may be waived in writing filed with the Secretary or by attendance in person.

SECTION 5 – Address of members. The address of any member appearing upon the records of the corporation shall be deemed to be the last and true address of such member until he/she shall have given notice to the contrary.

SECTION 6 – Voting at members' meetings. Every member shall have the right at every meeting to one vote for each membership standing in his name on the books of the corporation. No member shall be entitled to vote whose dues or assessments are not paid at the time of such voting. A member may vote in person, by proxy executed in writing, said proxy being delivered in person or delivered by mail to the Secretary of the corporation at least one (1) day prior to the date of said voting.

SECTION 7 – The order of business at meetings of the Association shall be as follows:

    1.. Reading of notice or waiver of notice of meeting.
    2.. Roll Call.
    3.. Reading of Minutes of prior meeting.
    4.. Reports of officers and committees.
    5.. Unfinished business.
    6.. New business.
    7.. Elections, if any, properly before the meeting.
    8.. Adjournment.

SECTION 8 – Quorum. A majority of the members of the Association qualified by the Articles of Incorporation to vote as members who are represented in person or by proxy shall constitute a quorum.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1 – Election and Qualification. Members of the Board of Directors shall be members of the Association and shall be elected at the first meeting called by the initial members of the Corporation and thereafter at the September semi-annual meeting of the Association.

SECTION 2 – Number. The Board of Directors shall consist of nine (9) members. The two (2) members of the present Board of Directors who have served for a term of one (1) year, shall continue to serve for an additional term of one (1) year. Of the seven directors newly elected to the present Board, three (3) shall serve for a term of one (1) year and four (4) shall serve for a term of two (2) years; the three (3) newly elected directors to serve for a term of one (1) year to be determined by the Board of Directors. Thereafter, the term of each director shall be for a term of two (2) years or until his successor is elected and qualified. No director shall be eligible for election to successive terms

SECTION 3 – Vacancies. Any vacancy occurring on the Board of Directors, however caused, shall be filled by a majority vote of the remaining members of the Board of Directors, and such Directors so elected shall serve until the next meeting of the members for the election of Directors. In the event of the resignation or death of all of the Directors at one time, a special meeting of the members shall be called to replace such Board of Directors.

SECTION 4 – Meetings of members of the Board of Directors. The Board of Directors shall meet at least once each six (6) months and at such other times in their discretion as they deem necessary, and the semi-annual meeting required of the Board of Directors shall follow the semi-annual meeting of the members. At the meeting of the Board of Directors following the September meeting of the members, the members of the Board of Directors elected at such meeting shall thereafter elect their officers and transact such other business as may be proper. No notice of meetings of the Board of Directors shall be necessary, and notice of all meetings of the Board of Directors may be given informally.

SECTION 5 – Quorum. A majority of the actual number of Directors elected and qualified from time to time shall constitute a quorum for the transaction of business.

SECTION 6 – Power of Directors. The Board of Directors shall exercise all the powers of the corporation subject to the restrictions imposed by law or by these By-Laws.

ARTICLE V

OFFICERS

SECTION 1 – The officers of the Corporation shall consist of a President, one or more Vice Presidents to be determined in the discretion of the Board of Directors, a Treasurer, a Secretary, and such other officers as may be deemed necessary by the Board of Directors. Any two (2) or more offices may be held by the same person, except the duties of President and Secretary.

SECTION 2 – Election and Term of Office. The officers shall be chosen or appointed annually by the Board of Directors. Each officer shall hold office until his successor is chosen and qualified unless he/she sooner resigns or dies.

SECTION 3 – Removal. Any officer may be removed either with or without cause at any time by the vote of the majority of the whole Board of Directors.

SECTION 4 – Resignation. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Such resignation shall take effect at the time specified therein and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5 – Vacancies. Any vacancy in any office shall be filled for the unexpired portion of the term by the Board of Directors.

SECTION 6 – President. The President, who shall be chosen from among the Directors, shall have active executive management of the business of the corporation subject to the control of the Board of Directors.

SECTION 7 – Vice President. If a Vice President is appointed or elected in the discretion of the Board of Directors, he/she shall have powers and perform such duties as the Board of Directors may prescribe or as the President may delegate to him. In the absence of a President or in the case of his inability to act, the Vice President shall act temporarily in his place and in the event of the death of the President, shall act until a President is selected.

SECTION 8 – Secretary. The Secretary shall keep in books provided for the purpose, the minutes of the meetings of the members, and the Board of Directors, shall see that all notices are given as required by these By-Laws and as required by law. The Secretary shall be the custodian of the Seal of the corporation and see that the same is duly affixed where required, and in general, shall perform all duties incident to the office of the Secretary and such other duties as may from time to time be assigned to him/her by the Board of Directors.

SECTION 9 – Treasurer. The treasurer shall be the financial officer of the corporation; he shall have charge and be responsible for all funds of the corporation and deposit all such sums in the name of the corporation in such banks or other depositories as shall be selected by the Board of Directors and shall receive and give receipts for the monies payable to the corporation from all sources, and in general, shall perform all duties incident to the office Treasurer.

ARTICLE VI

AMENDMENTS

SECTION 1 – These By-Laws may be amended at any semi-annual meeting of the membership or at any special meeting of the membership duly called by the Board of Directors by an affirmative two thirds (2/3) vote of the members of the Association present at such meeting.

SECTION 2 – Notice of the proposed amendment of the By-Laws shall be given not less than ten (10) days prior to the date fixed for such meeting.

ARTICLE VII

GEOGRAPHICAL AREA OF MEMBERSHIP

SECTION 1 – The geographical area in which persons desiring membership in this Association must reside in order to be eligible for membership shall be determined from time to time by the Board of Directors.