BY-LAWS

OF THE

HIGHLAND HIGH SCHOOL ALUMNI ASSOCIATION

ARTICLE I

OFFICES

SECTION 1. Principle Office. The principle office for the transaction of business of the corporation is hereby located at Highland High School, 402 E. Main, Highland, Kansas 66035

SECTION 2. Registered Office. The initial registered office and resident agent of the corporation shall be as specified in the Article of Incorporation. The corporation, by resolution of it's Board of Directors, may change the location of it's registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution, the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed with the Secretary of State, and a certified copy thereof shall be recorded in the office of the Register of Deeds for the county in which the new registered office is located (and in the old county, if such registered office is moved from one county to another).

ARTICLE II

MEMBERSHIP

SECTION 1. Conditions of Membership. To qualify for membership in the Association, any person must pay the required dues as specified herein and meet one of the following qualifications:

A. Any person who has graduated from or attended Highland High School, Highland Junior High, Highland Grade School or any other school not presently in operation which was physically located in what now comprises Unified School District No. 425.

B. Any person who has served as a member of the faculty or staff of any of the schools mentioned in sub-paragraph A. above.

C. Any friend or benefactor of the Association who desires to support the activities of the Association; provided, however, granting and continuation of such membership is in the sole discretion of the Board of Directors.

All members of the Association are voting members.

SECTION 2. Dues. The dues required for initial and annual membership, life membership, or otherwise, shall be as specified by written resolution of the Board of Directors. Members of the Board of Directors shall be exempt from the payment of annual dues during the period of time they are serving on the board. Such dues may be changed, from time to time, except that once a member has paid his original membership fee, if any, and becomes a member, no subsequent increase or decrease in the membership fee shall warrant an assessment or will require a refund as to such fee with respect to such member. Non-payment of dues will automatically cause suspension or revocation of membership in the Association. All dues shall be payable as specified by the Board of Directors. Annual dues shall be in the same amount for all members. The Board of Directors shall specify the amount required for life membership dues which will qualify an individual for membership for and during the remaining period of such member's life without the payment of any additional annual dues.

SECTION 3. Membership List. The Association shall keep a current and updated list of all of it's members. No certificates evidencing membership in the Association shall be issued except to life members. Life members shall be issued a certificate evidencing their life membership.

SECTION 4. Termination or Suspension. If any member of the corporation shall commit any act prejudicial to the conduct of the affairs of the corporation, or the purposes for which it is formed, such person's membership in the Association may be terminated or suspended by a two-thirds vote of a quorum of the Board of Directors at any special or annual meeting. If either suspension or termination is decided upon, the terms and conditions of the same shall be specified in writing and delivered to the suspended or terminated member.

SECTION 5. Transfer. Memberships in the Association are personal and shall be non-transferable.

ARTICLE III

MEETINGS/RECORDS

SECTION 1. Place of Meetings. All meetings of the members and Board of Directors shall be held at Highland High School unless another place is designated by the President or Board of Directors.

SECTION 2. Annual Meeting. A joint annual meeting of the members and Board of Directors shall be held on the last Friday of June each year at 5:30 o'clock p.m. of said day, unless a different time is specified by the Board of Directors or the president. The president is authorized to call such annual meetings separately, if necessary, with the director's meeting immediately following the meeting of the members. At such meeting(s), directors and officers shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the power of the members or the board. Written notice of such annual meeting shall be given only to the Board of Directors, either personally or by mail, addressed to such board member at their address appearing on the books of the corporation. No written notice of such meeting shall be required to be given to any member who is not on the Board of Directors. Notice of such annual meeting shall be published once in the Highland Vidette, or another publication of general circulation in Doniphan County, Kansas, prior to the scheduled meeting date.

SECTION 3. Special Meetings. Special meetings of the members or the Board of Directors, joint or separate, for any purpose or purposes whatsoever, may be called at any time by the president or by the Board of Directors. Notice of any such special meeting of the membership shall be published once in the Highland Vidette, or another publication of general circulation in Doniphan County, Kansas, prior to the scheduled meeting date. Notice of any such special meeting of directors may be given verbally or in writing, shall specify the place and time of such meeting and the general nature of the business to be transacted, and is sufficient if given any time prior to the meeting. Waivers of notice of any special meeting of directors may be utilized and are sufficient if executed by two-thirds of the number of setting directors at the time of the meeting.

SECTION 4. Voting. All members of the Association are voting members entitled to one vote. Cumulative voting for directors does not apply. Voting of the membership may be by voice, hand or ballot at any meeting or, alternatively thereto, may be conducted by mail upon written ballot mailed to the membership list. Voting of directors at a meeting may be by voice, hand or written ballot.

SECTION 5. Quorum. A majority of directors present in person or by proxy shall constitute a quorum for the transaction of business at directors' meetings. There is no quorum requirement for the transaction of business at meetings of the members and any members present at a meeting properly convened shall have full authority to transact business despite their number.

SECTION 6. Consent of Absentees. The transactions of any meeting of the Board of Directors, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy and if, either before or after the meeting, each of the directors entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or be made a part of the minutes of the meeting.

SECTION 7. Meetings by Telephone. Meetings of the Board of Directors of the corporation, or any committee designated by the Board, may be by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 8. Adjournment. A majority of the directors present may adjourn any director's meeting to meet again at a stated day and hour or until the time fixed for the next regular meeting of the board.

SECTION 9. Proxies. Every person entitled to vote or execute consents, either as a member or director, shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person and filed with the secretary of the corporation.

SECTION 10. Inspection of Corporate Records. The membership list, the books of account, and the minutes of proceedings of the members, the Board of Directors and of executive committees of Directors shall be open to inspection upon the written demand of any member, within seven (7) days of such demand, during ordinary business hours, if for a purpose reasonably related to the person's interests as a member. Demand of inspection other than at a member's meeting shall be made, in writing, upon the president or secretary of the corporation.

SECTION 11. Inspection of By-Laws. The corporation shall keep in it's principal office for the transaction of business the original or a copy of these by-laws, as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by members at all reasonable times during ordinary business hours.

ARTICLE IV

DIRECTORS

SECTION 1. Powers. Subject to limitations of the Articles of Incorporation, of the by-laws, and of the Kansas Corporation code as to action which shall be authorized or approved by the members, and subject to the duties of directors as prescribed by the by-laws, all corporate powers shall be exercised by or under the authority of, and the conduct and affairs of the corporation shall be controlled by, the Board of Directors. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board or Directors, unless a greater number be required by law, the Articles of Incorporation or the by-laws. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to-wit:

A. To alter, amend or repeal the by-laws of the corporation.

B. To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or the by-laws, fix their compensation, and require from them security for faithful service.

C. To conduct, manage, and control the affairs and conduct of the corporation, and to make such rules and regulations therefor not inconsistent with the law, or with the Articles of Incorporation or the by-laws, as they may deem best.

D. To change the principal office and registered office for the transaction of the conduct of the corporation from one location to another as provided in Article I hereof and to adopt, make and use a corporate seal, to prescribe the forms of certificates of membership, and to alter the forms of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

E. To borrow money and incur indebtedness for purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

F. To appoint an executive committee and other committees, and to delegate to such committees any of the powers and authority of the board in the management of the conduct and affairs of the corporation, except the power to adopt, amend or repeal by-laws. Any such committee shall be composed of two or more directors.

SECTION 2. Number and Qualification of Directors. The authorized number of directors of the corporation shall be seven (7) until changed by amendment to this by-law. Directors must be members.

SECTION 3. Election and Term of Office. The directors shall be elected at each annual meeting of voting members, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at a special meeting of voting members held for that purpose as soon thereafter as convenient. All directors shall hold office until their respective successors are elected. A director can be removed from office at any time for good cause, however, by a majority vote of all voting members or by a two-thirds vote of all sitting directors.

SECTION 4. Vacancies. Vacancies on the Board of Directors may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director. If any time, by reason of death, resignation, or other cause, the corporation should have no directors in office, then any officer or any member may apply to the District Court for a decree summarily ordering election as provided for by the Kansas Corporation Code. Each director so elected shall hold office until his successor is elected at an annual or a special meeting of the members. A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the members fail at any annual or special meeting of voting members at which any director or directors are elected to elect the full authorized number of directors to be voted for at the meeting, or if any director or directors elected shall refuse to serve.

SECTION 5. Fees and Compensation. Directors shall not receive any stated salary for their services as directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an agent, employee or otherwise, and receiving compensation therefor.

ARTICLE V

OFFICERS

SECTION 1. Officers. The officers of the corporation shall be a president, a secretary and a treasurer. The corporation may also have, at the discretion of the Board of Directors, one or more vice-presidents, one or more assistant secretaries and one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of SECTION 3. of this ARTICLE V. Any number of offices may be held by the same person.

SECTION 2. Election. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of SECTION 3. or SECTION 5. of this ARTICLE V shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

SECTION 3. Subordinate Officers. The Board of Directors may appoint such other officers as the conduct of the corporation may require, each of whom shall have authority and perform such duties as are provided in these by-laws or as the Board of Directors may from time to time specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

SECTION 4. Compensation of Officers. Officers of the corporation shall not receive any salaries or other compensation for their services as officers. Nothing herein contained shall be construed to preclude any officer from serving the corporation in any other capacity as an agent, employee or otherwise and receiving compensation therefor.

SECTION 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these by-laws for regular appointments to such office.

SECTION 6. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the board or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power or removal may be conferred by the Board of Directors.

SECTION 7. President. The president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the conduct and officers of the corporation. He shall preside at all meetings of the members and Board of Directors, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these by-laws.

SECTION 8. Vice-President. In the absence or disability of the president, the vice-president or vice-presidents, if there be such an officer or officers, in order of their rank as fixed by the Board of Directors, or if not ranked, the vice-president designated by the Board of Directors, shall perform all of 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. The vice-president(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors or these by-laws.

SECTION 9. Secretary. The secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors or the president may order, of all meetings of directors and members, with the time and place of holding, whether regular or special. The secretary shall keep, or cause to be kept, at the principal office a membership list, showing the names of the members and their addresses, and the number and date of any membership certificates issued; and the date of suspension, termination or resignation of every membership certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all the meetings of the members and of the Board of Directors required by these by-laws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these by-laws. In the absence of the secretary, notice of meetings and such other duties may be performed by any other officer.

SECTION 10. Treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of it's assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all reasonable times be open to inspection by any director. The treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, and account of all his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these by-laws. He shall be bonded if so required by the Board of Directors.

ARTICLE VI

EXECUTIVE COMMITTEE

SECTION 1. Establishment. This corporation shall have an executive committee. Said committee shall have and exercise all of the powers of the Board of Directors of this corporation between meetings of said board; provided, however, said committee shall not have the power to amend by-laws, borrow money or make decisions with respect to transfer of any real estate. Reports of the actions of said committee shall be submitted to the Board of Directors at its' next meeting following any such actions taken.

SECTION 2. Committee Members. The executive committee shall consist of the president and two additional officers of the corporation unless other members of the board are designated by the Board for such committee. The members of the executive committee shall serve in such capacity until their successors have been designated by the Board of Directors. If the corporate secretary is serving on said committee, said secretary shall also serve as secretary of the committee or, if not, said committee shall elect its' own secretary.

SECTION 3. Any member of the executive committee may be removed from such committee at any time, for cause, by a majority vote of all the members of the Board of Directors. If any vacancy on the executive committee exists by reason of death, resignation, removal, or otherwise, the Board of Directors shall designate a successor to serve.

SECTION 4. Meetings. Meetings of such committee shall be held upon the request of the President or any two members. Notice of any such meetings may be verbal or in writing and may be waived by any member of the committee before or after the meeting.

SECTION 5. Quorum. The presence of a majority of all the members of the executive committee shall constitute a quorum for the transaction of business at any meeting of the committee.

SECTION 6. Voting. Each member shall be entitled to one vote on any question properly brought before any meeting of the committee. At all meetings of the committee, all questions shall be decided by the vote of a majority of the members entitled to vote thereon who shall be present at the meeting and who shall vote thereon.

ARTICLE VII

MISCELLANEOUS

SECTION 1. Conduct of Meetings. Meetings of the members and directors shall be conducted, in as much as possible, in an informal, yet orderly fashion. If necessary, Robert's Rules of Order shall be used for the conduct of such meetings.

SECTION 2. Checks, Drafts, Etc. All checks, drafts or other order for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

SECTION 3. Reports to Members. No written annual report to the members shall be required, but the Board of Directors may cause to be sent to the members reports in such form and at such times as may be deemed appropriate by the Board of Directors.

SECTION 4. Contracts, Deeds, Etc. The Board of Directors, except as in these by-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount, provided, however, that any deeds or other instruments conveying lands or any interest therein shall be executed on behalf of the corporation by the president or vice-president, if there be one, or by any agent or attorney so authorized under letter of attorney or other written power which was executed on behalf on the corporation by the president or vice-president.

SECTION 5. Membership Certificates. Only life members shall be issued a certificate of membership. All such certificates shall be signed by the president or vice-president, and the secretary or an assistant secretary. Only one certificate may be issued per member except to replace life membership certificates which are lost, stolen or destroyed. In the event a life membership certificate is lost, stolen or destroyed, the member requesting a new certificate shall prepare an affidavit stating the conditions and reasons for the loss, theft or destruction. All life membership certificates shall be consecutively numbered.

SECTION 6. Fiscal Year. The Board of Directors shall have the power to fix and, from time to time, to change the fiscal year of the corporation. In the absence of action by the Board of Directors, however, the fiscal year of the corporation shall end each year on the date which the corporation treated as the close of its first fiscal year until such time, if any, as the fiscal year shall be changed by the Board of Directors.

SECTION 7. Amendments. These by-laws may be adopted, amended, or repealed by a majority vote of the Board of Directors at any regular or special meeting thereof.

{The original by-laws as duly adopted at the first meeting of the Board of Directors held on the 25th day of June, 1997.}