Your Current Board Members…

• Alisa Dixon - President

• Jasen Goicoechea - Vice President

• Sherry Little - Treasurer

OUR BYLAWS

BYLAWS OF INDIAN HILLS COMMUNITY CLUB

The name of the organization is Indian Hills Community Club. The organization has not been formed for the making of any profit or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the directors, officers, or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:

To provide, operate, and maintain community facilities in the Indian Hills subdivision for the benefit of the Indian Hills neighborhood and surrounding communities.

The organization is organized exclusively for purposes pursuant to section 501 (c)(7) of the Internal Revenue Code.

ARTICLE I - MEETINGS

Section .1 Annual Meeting. An annual meeting shall be held on the second Thursday in February of each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the board of directors.

Section 2. Regular Meetings. The board of directors shall meet on the third Thursday of each month at 6:00 PM unless an alternate date or time is identified with proper notice. The purpose of regular meetings shall be for transacting the organization's business as may be deemed appropriate. Minutes of the meeting shall be sent to the board of directors at least ten (10) days prior to the following regular meeting.

Section 3. Special Meetings. Special meetings maybe be requested by the President, Vice-President, Secretary, or any two directors by providing five (5) days' written notice by electronic mail, effective when the email is sent.

Section 4. Notice. Written notice of all meetings shall be provided under this section. The notice shall state the place, date, and hour of meeting, and fi for a special meeting, the purpose of the meeting. Such notice shall be emailed to all directors of record at the email address shown in the organization's records at least ten (10) days prior to the meeting.

Section 5. Place of Meeting. Meetings may be held by video/phone conference, at the organization's principal place of business, or at any place within the United States that the board of directors may from time to time designate. The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all participants may read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the directors or members, pose questions, and make comments. A director or member participating in a meeting by this means shall be deemed to be present in person at the meeting.

Section 6. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence ofa quorum, a majority ofthe directors present may adjourn the meeting to anothertime without further notice. Ifa quorum is represented at an adjourned meeting, any business may betransacted that might havebeen transacted at the meeting as originally scheduled.

The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.

Section 7. Conflict of Interest. Whenever a director has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying. and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the organization to do so. The minutes of meetings at which such votes are taken shall record such disclosure, recusal, and rationale for approval.

In the determination of a quorum of the directors, a disclosed conflict of interest of a director regarding an item of business on the agenda shall not disqualify the director from counting towards the quorum.

No two (2) directors shall be related or cohabitate. For the purposes of these bylaws, "related" is defined as related by blood or marriage. Blood relations are family members extending to mother, father, brother, sister, son, daughter, and grandmother or grandfather. Blood relations do not include aunts, uncles, or cousins. Marriage relations are family members extending to spouse, son or daughter-in-law, and mother or father-in-law.

Section 8. Informal Action. Any action required to be taken, or which may be taken, at a meeting. may be taken without a meeting and without prior notice fi a consent in writing, setting forth the action so taken. is signed by all the directors or all the members of the committee of directors, as the case may be.

ARTICLE II - DIRECTORS

Section .1 Number of Directors. The organization shall be managed by a board of directors consisting of no fewer than nine (9)and no more than thirteen (13) directors).

Section 2. Eligibility. Al directors shall be members of the Indian Hills Community Club, as evidenced by their annual payment of membership dues by June IS of each calendar year. At least two-thirds (2/3) of the

directors shall be residents of an Indian Hills subdivision, which include Indian Hills, Indian Hills IN, Indian Hills 2N, Indian Hills 3N, and Indian Hills West (all plat numbers).

Section 3. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 3 years, or until a successor has been elected and qualified.

Section 4. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by these bylaws for a particular resolution. A director of the organization who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The board shall keep written minutes of its proceedings in its permanent records.

Section 5. Removal / Vacancies. A director shall be subject to removal, with or without cause. at a meeting called for that purpose.

When a director has been absent for more than 25% of all regular meetings of that calendar year, then the director is automatically removed from such position unless, prior to the next scheduled meeting of the board of directors, the director submits in writing his/her desire to remain on the board of directors: then the board of directors, by a majority vote, shall allow the member to continue to serve. Any vacancy that occurs on the board of directors, whether by death, resignation, removal, or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

Section 6. Committees. To the extent permitted by law, the board of directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees.

Nominating Committee. The board of directors shall appoint a nominating committee at its November meeting to identify qualified candidates for director positions. Eligible individuals may

recommend themselves or others as candidates by November 30th of each year. Those individuals will be interviewed by the nominating committee the following December and January. Qualified candidates will be added to the ballot by February 1st for election at the annual meeting.

ARTICLE III - OFFICERS

Section .1 Number ofOfficers. The officers ofthe organization shall be a President, a Vice-President, a Treasurer, and a Secretary. Two or more offices may be held by one person. The President may not serve concurrently as a Vice President.

President. The President shall be the chief executive officer and shall preside at all meetings of the board of directors and its executive committee, if such a committee is created by the board. The President shall give notice of all meetings of the board of directors and executive committee.

Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.

Secretary. The Secretary shall keep an accurate list of the directors and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall draft and maintain the minutes of the board of directors' meetings and all committee meetings.

Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the board of directors and executive committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the board of directors and executive committee.

Section 2. Election and Term of Office. The officers shall be elected annually by the board of directors at the first meeting of the board of directors following the annual meeting. Each officer shall serve a one-year term or until a successor has been elected and qualified.

Section 3. Removal or Vacancy. The board of directors shall have the power by majority vote to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.

ARTICLE IV - CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The organization shall not have a corporate seal. All instruments that are executed on behalfo f the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or by the Vice-President and the Secretary or Treasurer. Al other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by a n officer(s) or agents) that are specifically designated by resolution of the board of directors.

ARTICLE V - AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the board of directors by a two-thirds (2/3) majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.

ARTICLE VI - INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE VII - DISSOLUTION

The organization may be dissolved only with authorization of its board of directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members present at the meeting.

Certification

Alisa Dixon, President of Indian Hills Community Club, and Bernadette Rhodes, Secretary ofIndian Hills Community Club, certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the board of directors on March ,4 2024.

I certify that the foregoing si a true and correct copy of thebylaws of the above-named organization, duly adopted by the initial Board of Directors on March 4, 2024.