S&B Draft 8/24/2011 BYLAWS OF NEW CHAUNCEY REBOUND, INC.

ARTICLE I NAME The name of this corporation shall be “New Chauncey Rebound, Inc.” (hereinafter the “Corporation”). ARTICLE II STATEMENT OF PURPOSE The New Chauncey Neighborhood (“New Chauncey”) is a historic residential neighborhood in West Lafayette, Indiana near the campus of Purdue University. The New Chauncey Neighborhood Association (“NCNA”) [legal name?] is an association of homeowners in New Chauncey committed to revitalize New Chauncey’s historic village charm through the renovation of existing residences and other structures, the aesthetic improvement of public parks and private facilities; and the future developments providing quality amenities while protecting the integrity of the area. Purdue Research Foundation (“PRF”) owns certain real estate in and adjacent to New Chauncey that it wishes to develop with a combination of uses, which may include residential, commercial, office, research, and educational uses. City of West Lafayette, Department of Redevelopment (“City”) is interested in the revitalization and development of areas within its limits, including New Chauncey. PRF, NCNA, and City are referred to in these Bylaws as the “Supporting Partners.” The purpose of the Corporation is to fund and facilitate the development, redevelopment, and revitalization of New Chauncey, improving the quality of life for all persons who live, work, learn, play, shop, socialize, and worship in and around New Chauncey. For this purpose, PRF anticipates donating to the Corporation One Dollar ($1.00) for each dollar donated to the Corporation by the other Supporting Partners up to a total, maximum donation by PRF of Twenty-Five Thousand Dollars ($25,000.00) to be used by the Corporation to support the development, redevelopment, and revitalization of New Chauncey. The Supporting Partners may donate, loan, or otherwise provide the Corporation with additional funds toward projects to redevelop and revitalize New Chauncey as the Supporting Partners may, from time to time, agree, including, but not limited to, the acquisition, improvement, and re-selling of properties in New Chauncey as single family residences or for other uses that the Supporting Partners deem beneficial for New Chauncey. The Corporation also may seek to obtain other public or private funds to support the revitalization and redevelopment of New Chauncey consistent with goals and policies developed by the Corporation.

The Corporation also may perform any purpose which nonprofit corporations are authorized under the Indiana Nonprofit Corporation Act of 1991, as may be amended (or comparable provisions of successor legislation) (the “Act”). ARTICLE II MEMBERS The Corporation shall have no members. ARTICLE III BOARD OF DIRECTORS Section 1. Duties and Qualifications. The business and affairs of the Corporation shall be managed by its Board of Directors (the “Board”), except as otherwise provided by law or the Articles of Incorporation of the Corporation. Section 2. Number of Directors. The Board shall consist of one director appointed by each Supporting Partner. Section 3. Qualifications of Directors. Each Director shall be an individual. Section 4. Election, Tenure, and Removal. Each Supporting Partner shall appoint its representative Director, who will serve until his or her successor is duly appointed and qualified. A Supporting Partner may at any time replace its Director with another Director, with or without cause, upon providing written notice to the other Supporting Partners and to the Corporation's secretary. Section 5. Vacancies. Each respective Supporting Partner shall fill any vacancy resulting from disqualification, resignation, inability to serve, or removal of its respective Director. Section 6. Annual Meeting. The annual meeting of the Board shall be held at a place within Tippecanoe County, Indiana and at a time as fixed by the Board for the purpose of electing the Officers for the following year and conducting any other business that may be brought before the meeting. Section 7. Regular Meetings. Regular meetings of the Board may be held with notice, at such times and places, within Tippecanoe County Indiana, as the Board may from time to time designate. Section 8. Other Meetings. Other meetings of the Board may be held upon the call of the President or at least two Directors, at any place within Tippecanoe County, Indiana, upon providing notice specifying the time, place and general purposes of the meeting.

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Section 9. Quorum. At any meeting of the Board, a majority of the Directors shall constitute a quorum for the transaction of any business. Subject to Article V below, a majority of such quorum may decide any question properly brought before such meeting. Section 10. Committees. The Board may from time to time appoint committees, each consisting of one or more Directors and such other persons as the Board may see fit to appoint, which committee shall have such duties and powers as the Board may delegate to it in the resolution designating such committee. The Board shall have the authority to appoint, modify, and terminate the appointment of other committees, as it deems necessary or desirable from time to time. Section 11. Action by Unanimous Written Consent Without a Meeting. Action may be taken by the Board or any committee of the Board without a meeting if, prior to such action, the written consent of all of the Directors or all of the members of said committee is obtained and filed with the minutes of the Board or of said committee, as the case may be. Section 12. Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any other corporation, partnership, trust, firm, association, or entity in which one or more of the Directors of the Corporation is a director, officer, partner, shareholder, member, employee, or agent, or is financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board or a committee thereof which authorizes, approves, or ratifies such contract or transaction or because the vote(s) of such Director or Directors is or are counted for such purposes, if: (i) The fact of such relationship or interest is disclosed or known to the Board or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Director or Directors; or (ii) The fact of such relationship or interest is disclosed or known to the Directors entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent sufficient for the purpose; or (iii) Corporation. Such interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which authorizes, approves, or ratifies such contract or transaction. This section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory laws applicable thereto. Section 14. Participation. A Director may participate in a meeting of the Board or any committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other, and participation by these means constitutes presence in person at the meeting for all purposes under these Bylaws. The contract or transaction is fair and reasonable to the

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ARTICLE IV OFFICERS Section 1. Offices and Qualifications. The officers of the Corporation shall consist of a president, a secretary, a treasurer, and such other officers as may be designated by the Board from time to time (collectively, the “Officer(s)”). Section 2. Terms of Office. Each Officer shall be elected annually by the Board at its annual meeting and shall hold office for a term of one year and until a successor is duly elected and qualified. Section 3. Vacancies. Whenever any vacancies shall occur in any of the offices of the Corporation for any reason, the same may be filled by the Board at any meeting thereof, and any Officer so elected shall hold office until the next annual meeting of the Board and until a successor is duly elected and qualified. Section 4. Removal. Any Officer may be removed, with or without cause, by the Board. Section 5. President. The president shall preside at all meetings of the Board, manage and supervise all the affairs and personnel of the Corporation, discharge all the usual functions of the chief executive officer of a corporation, and have such other powers and duties as these Bylaws or the Board may prescribe. Section 6. Secretary. The secretary shall attend all meetings of the Board, keep or cause to be kept, a true and complete record of the proceedings of such meetings, and perform a like duty, when required, for all committees appointed by the Board. If required, the secretary shall attest the execution by the Corporation of deeds, leases, agreements, and other official documents. The secretary shall attend to the giving and serving of all notices of the Corporation required by these Bylaws, have custody of the books (except books of account) and records of the Corporation, and perform all duties pertaining to the office of secretary and such other duties as these Bylaws or the Board may prescribe. Section 7. Treasurer. The treasurer shall keep or cause to be kept correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The treasurer shall have charge and custody of, and be responsible for, all funds, notes, securities and other valuables which may from time to time come into the possession of the Corporation and shall deposit, or cause to be deposited, all funds of the Corporation with such depositaries as the Board shall designate. The treasurer shall furnish at meetings of the Board, or whenever requested, a statement of the financial condition of the Corporation, and shall perform all duties pertaining to the office of treasurer and such other duties as these Bylaws or the Board may prescribe.

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Section 8. Other Officers. The Board may from time to time name persons to serve as assistant officers. Assistant officers shall have such powers and duties as the Board prescribes. Section 9. Delegation of Authority. In the case of the absence or incapacity of any Officer, or for any other reason that the Board may deem sufficient, the Board may delegate any or all of the duties or powers of such Officer to any other Officer or to any Director. Section 11. Bond. The Board may require any Officer authorized by the Board to sign checks for the Corporation to give bond for the faithful performance of the Officer's duties in such amount and with such sureties as the Board may designate. The Corporation shall pay all premiums for such bonds. ARTICLE V AMENDMENTS Neither the Articles of Incorporation of the Corporation nor these Bylaws may be amended without the unanimous approval of the Directors. ARTICLE VI MISCELLANEOUS Section 1. Corporate Seal. The Corporation has no seal. Section 2. Execution of Contracts and Other Documents. Any Officer may execute written contracts and other documents to be entered into by the Corporation in amounts not exceeding One Thousand Dollars ($1,000.00). Two Officers designated by the Board shall execute written contracts and other documents to be entered into by the Corporation for amounts exceeding One Thousand Dollars ($1,000.00). Section 3. Compliance with Section 501(c)(3). The Corporation shall at all times comply with the requirements of Section 501(c)(3) of the Code and related sections thereof (or any subsequent federal tax law) and all applicable regulations promulgated by the Internal Revenue Service with respect to tax-exempt organizations. Section 4. Corporate Indemnification. To the extent not inconsistent with the law of Indiana, every person (and the heirs and personal representatives of such person) who is or was a Director or Officer shall be indemnified by the Corporation as provided in the Act. Section 5. Notices. Unless otherwise specifically provided, any notice required to be given to any Supporting Partner, Director or Officer will be given in writing by delivering the same thereto in person, by depositing the same in a United States post office or letter box, in a postage prepaid sealed envelope, by fax, or by e-mail setting forth such notice. In any case, where not delivered in person, notice will be directed to such Supporting Partner, Director, or Officer at the address appearing on the records of the Corporation; and such notice will be deemed given when so delivered, so mailed or when the e-mail or fax is so sent. Any Supporting

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Partner, Director, or Officer may waive any notice required to be given under these Bylaws. Presence of a Director or Officer, in person, will constitute waiver by him or her of notice of a meeting. ADOPTED on the _____ day of ________________, 2011.

____________________________________ Secretary

590528.1

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