BYLAWS AND RULES OF OPERATION

of the Chartbusters Investment Club

ARTICLE I - MEMBERSHIP

SECTION 1. The total number of partners shall not exceed twenty (20) persons. When a maximum membership of twenty persons exists, a waiting list shall be established. Consideration for membership will be given to individuals based on the date of written application to the membership committee.

SECTION 2. The terms and conditions for admission of new partners shall be as follows: A prospective new partner must attend two (2) consecutive meetings prior to making a written application for membership in the partnership to the membership committee. Upon receipt and subsequent evaluation of the prospective member's application, the chairman of the membership committee or his designate shall poll each member of the partnership prior to the next meeting. Admittance to the partnership shall be determined by an affirmative vote of at least seventy-five percent (75%) of the current partners. The prospective member shall then be notified of the decision of the partnership by the chairman of the membership committee.

ARTICLE II - OFFICERS

SECTION 1. The elected officers and their responsibilities shall be as follows:

1. Presiding Partner - Presides over meetings, appoints committees, executes resolutions and decisions made by the partnership.

2. Assistant Presiding Partner - Takes the place of the Presiding Partner in case of absence or incapacity, keeps a list of potential stocks for study by the partnership.

3. Recording Partner - Records and reports the minutes of the monthly meetings and keeps the records of all actions authorized by the partnership.

4. Financial Partner - Keeps a record of all receipts and disbursements, gives receipts for payments upon request to members, places buy and sell orders, prepares valuation

statements.

5. Assistant Financial Partner - Assists in the duties of the Financial Partner.

SECTION 2. The officers shall serve a two (2) year term from February 1 of each even numbered year until January 31 of the next even numbered year. An individual partner shall be limited to a maximum of three consecutive terms in any one office.

SECTION 3. The Nominating Committee shall prepare a slate of potential candidates for each office and present them to the partnership at the December meeting prior to the expiration of each term of office. Elections will be held at the following meeting in January after receiving nominations from the floor.

SECTION 4. If an elected officer other than the Presiding Partner resigns prior to the completion of his/her term of office, a special election will be held to fill the vacancy for the remainder of the term. In the case of the Presiding Partner, the Assistant Presiding Partner shall ascend to the office of the Presiding Partner and will complete the term and a special election will fill the vacated office of the Assistant Presiding Partner.

ARTICLE III - MEETINGS

SECTION 1. Meetings shall be held monthly on the third Sunday of each calender month, except as modified by a majority vote of the partnership.

SECTION 2. Each member shall be held responsible for attendance and a monthly contribution to the partnership of not less than twenty-five (25) dollars. All contributions received by the Financial Partner more than one day after the day of the regular monthly meeting will be credited to the partnership the following month according to that month's valuation statement. Those partners not able to attend a meeting may delegate their vote in writing by proxy to another partner attending the meeting.

SECTION 3. A five (5) dollar fine will be assessed a partner when the monthly minimum investment of twenty-five (25) dollars is not received by the Financial Partner by the following monthly meeting. The Financial Partner shall notify the Recording Partner of the failure to make payment of the minimum monthly contribution and/or the fine for the purpose of inclusion into the minutes of the meeting. This shall constitute official notification of payment due by the delinquent partner. The fine may be waived due to extenuating circumstances as determined by the Presiding Partner and the Financial Partner. All collected fines will be credited to the general fund.

SECTION 4. After three (3) consecutive un-notified absences, the Recording Partner shall send a written notice requesting a response regarding their intention to remain in the partnership. If the absent partner's response is not received by the next meeting, it shall be considered a voluntary withdrawal in accordance with the terms of the Partnership Agreement, with no voting privileges. Official financial settlement of the absent partner's account will not be acted upon until such time as a written notice of withdrawal is received. In order to be fully reinstated, the absent partner must become current with respect to all minimum monthly contributions in arrears as well as all assessed fines.

ARTICLE IV - MISCELLANEOUS

SECTION 1. Standing committees shall be appointed by the Presiding Partner and shall be as follows:

A. Nominating Committee - Nominates candidates for office.

B. Telephone Committee - Notifies partners of important business meetings, etc.

C. Membership Committee - Evaluates and advises potential members.

D. Education Committee - Prepares educational programs for presentation to members.

SECTION 2. A petty cash fund shall be established and maintained by the designated Financial Partner(s) to cover the cost of supplies, postage, and other expenses. All petty cash expenditures shall be reported in the monthly financial statement. Each partner shall pay an annual fee of five dollars ($5.00) payable at the February meeting of each year. Any excess remaining at the end of each year shall be credited to the general fund.

SECTION 3. Each partner shall be responsible for the annual payment of individual membership dues to the NAIC. The required amount per partner shal be collected by the designated Financial Partner(s) and forwarded as a group payment to the NAIC.

SECTION 4. All funds disbursed as a result of decisions made by the partnership shall shall come from the general fund. In the case of the withdrawal of a partner and the exercise of the option to purchase all or part of his/her account by an individual partner or partners as set forth in the partnership agreement, the purchasing partner or partners shall pay the purchase price to the partnership. Payment to the withdrawing partner will then be made from the partnership account.

SECTION 5. At the end of each calendar year, each partner's capital account shall be credited with income from dividends, interest, and capital gains distributions from securities held by the Partnership. Each partner shall be responsible for the reporting of taxes due with regard to that income according to the designation the partnership has given that income.

ADOPTED 10/86