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'~/D (b} Arey shares shall be callable within 30 drys after the des*?? 2f anv shareholder or within 30 days after any shareholder has ceased to be qualified to be a share- holder and shall be made with respect to all shares he owns. SIXTH: The business and affairs of thi corporation shall be managed by the shareholders of the o~rporation and the board of directors. The board shall be authorized to manage only as much of the business and affairs of the corporation as shall from time to time be delegated to it by the shareholders by means of by-laws or otherwise. The shareholders may not delegate to the board any authority with respect to professional decisions and matters relating to practice of public accountancy. Ali -- delegations of authority shall be terminable an notice to the board. The right to amend or repeal the by-laws and to adopt new by-laws is reserved to shareholders. Only officers of this corporation who are eligible to be shareholders shall es:ercise any authority with respect to professioaa 1 decisions and matters relating to the practice of public accountancy. 88V~KT:3: The address of the initial registered and designated office of the corporation is 2610 Old Pair Road, Grand Island, iebraska 68801, and the name of such registered agent at such address is John R. A;atejka. R~GFi; ~.r~ application for certificate of registration shall be made annually to the State Board of Public Accountancy of Nebraska. A copy of such certificate of registration shall be filed with the Secretary of State of Nebraska. Said certificate -.- shall be publicly displayed in the office of the corporation. NZNTH: The name and address of the incorporator ia; John R, MatejSCa 17 ICuesters Lak€, Grand Zaland, NE €8801 ~f, Ik~ted Lecem'Paer i~, r 1978. ~'-- "j ?~ CE ~ John R. ejka ~: s_-~ •-