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Chicago Megabuck Club....................................................................................................................................................... 2

Bylaws............................................................................................................................................................................................ 2

Article I. Purpose....................................................................................................................................................................... 2

Article II. ByLaws...................................................................................................................................................................... 2

Article III. Voting....................................................................................................................................................................... 2

Article IV. Officers................................................................................................................................................................... 2

Article V. Election of Officers.......................................................................................................................................... 2

Article VI. Duties of Officers.............................................................................................................................................. 2

Article VII. Partner definition and responsibilities................................................................................................. 3

Article VIII. Removal of an Officer.................................................................................................................................. 3

Article X. Procedures for transactions and preparation of Valuation Statement.............................. 4

Article XI. Guests........................................................................................................................................................................ 4

Article XII. Contributions..................................................................................................................................................... 4

Article XII. Valuation.............................................................................................................................................................. 4

Article XIII. Capital Accounts............................................................................................................................................ 4

Article XIV. Sharing of Profits and Losses.................................................................................................................. 4

Article XV. Books of Accounts......................................................................................................................................... 4

Article XVI. Annual Meeting.................................................................................................................................................. 4

Article XVII. Bank Account................................................................................................................................................... 4

Article XVIII. Broker Account............................................................................................................................................ 4

Article XIX. No Compensation.............................................................................................................................................. 5

Article XX. New Members......................................................................................................................................................... 5

Article XXI. Member Termination......................................................................................................................................... 5

Article XXII. Withdrawal of a Member............................................................................................................................ 5

Article XXIII. Death or Incapacity of a Member.......................................................................................................... 5

Article XXIV. Forbidden acts................................................................................................................................................ 5

Article XXV. Administrative Costs..................................................................................................................................... 6

Article XXVI. New Partner's Contributions.................................................................................................................. 6

Article XXVII. Proxies............................................................................................................................................................... 6

Article XXVIII. Amendments..................................................................................................................................................... 6

Chicago Megabuck Club

Bylaws

Provisions of the Bylaws shall not be in conflict with the Membership Agreement.

Article I. Purpose

The purpose of the Club is to invest the assets of the Club solely in stocks, bonds, and securities for the benefit and education of the members. The emphasis will be on the selection of long-term growth-oriented investments based on the principles and guidelines of the National Association of Investors Corporation (NAIC).

Article II. Bylaws

The Club shall be governed by the Chicago Megabuck Club By-Laws
Any changes or modifications to the By-Laws will require the approval of two-thirds of all members listed on the limited agreement.
Copies of the proposed amendments shall be given to the members on writing a minimum of 30 days prior to voting on the amendment.

Article III. Voting

For the purpose of voting each partner shall have one vote regardless of the value of their portfolio.

Article IV. Officers

There shall be the following elected officers:

President
Vice President
Secretary
Treasurer
Financial Officer

Article V. Election of Officers

Election of officers will be held at the April regular meeting.
Nominations for officers will take place at the March periodic meeting.
Voting will be by written ballot. Two members, not candidates in the elections, will count the votes.
Each partner has one vote.
Absentee votes may be submitted with the member’s signature, to the Secretary via proxy, prior to the day of the election.
Officers should be elected for a term of one year.

Article VI. Duties of Officers

President

Shall preside at all meetings.
Conducts and creates the agenda.
Has the power to create committees.
Has the power to appoint committee chairs.
Sign checks with 75% approval.

Vice President

Shall serve when the president is absent.
Shall perform duties assigned by the president.

Secretary

Shall record the minutes of each meeting and make a copy available on the Internet for each partner to review.
Shall make all minutes available to members.
Shall share all documents with the president.
Shall handle all correspondence for the club.

Treasurer

Shall have the responsibility of all funds for the club.
Shall prepare the Value of the Partnership report to be distributed at each periodic meeting.
Shall prepare monthly financial reports for members, and distribute them on the Internet.
Shall pay all bills.
Shall collect all fees.
Shall prepare and present annual financial statements in accordance with the law.
Shall present the annual financial statement at the February meeting each year.

Financial Officer

Execute all trades decided upon at the periodic meetings and present to the members via the Internet and at the nest meeting evidence of all trades made.
Monitor all security transactions made.
Assists the treasurer as needed.

Article VII. Partner definition and responsibilities

A partner is a person who has signed the Partnership Agreement, been voted into the club, and signed a statement agreeing to abide by the Partnership Agreement and By-laws of this Club, or a minor child family member that has a custodial account being managed by a Partner over the age of 21.

1. A partner over the age of 21 must attend three-quarters (3/4) of all meetings held during a calendar year unless attendance is made impossible due to a lengthy illness. The Club must be notified, in writing, if the attendance requirement can not be met and the reason, with an estimate of the anticipated date of again becoming active to maintain membership. A partner 13 21 years of age must attend as many meetings as possible during a calendar year. Absentee excuses will be accepted for illness or participation in school-related commitments. A partner under the age of 21 should be in attendance for the reading of the minutes of the previous meeting, Financial Partner's report, and company updates. If a partner wishes to be excused from the remainder of the meeting, permission will be granted. However, any partner may attend the full meeting at any time.

2. If over the age of 21, or upon request to have voting privileges in the Club, must follow a minimum of one company in the Club's portfolio; give a minimum of three quarterly updates per year; prepare an updated Stock Selection Guide on an annual basis, and maintain a Portfolio Management Guide once the partner has been in the club for a year.

3. If over the age of 21, or upon request to have voting privileges in the Club, must participate in research assignments for companies to be added to the club's portfolio. Should a Partner not fulfill their responsibilities to the Club, they will be notified in writing of the meeting at which their removal from the Club will be discussed and voted upon. At that meeting, the Partner will be allowed to present to the Club any statements they feel appropriate if they still desire membership in the Club. Removal will occur if so voted by a majority of the Members present at the meeting or with appropriate proxy.

Article VIII. Removal of an Officer

If an officer of the Club (President Partner, Vice Presiding Partner, Secretary Partner, Treasurer Partner or Assistant Financial Officer Partner) does not fulfill the duties required of the job description of their position, they will be notified in writing of the meeting at which their removal from office will be discussed and voted upon. At that meeting, the Partner will be allowed to present to the Club any statements they feel appropriate if retaining the position is still desired.

Removal will occur if so voted by majority of the Members of the club or appropriate proxy.

Article IX. Meetings

Periodic meetings will be held on the second Sunday of each month and at other times as deemed necessary. Some of the meetings can be scheduled taking advantage of the Internet, but these meetings will be sporadic since it is of more benefit to hold these meetings in person. The meetings will be scheduled 2 months in advance with a location and time available to all members.

It is the responsibility of the partner missing any scheduled meeting to provide any required information to the Club in advance of the meeting in question, and to review the minutes of said meeting prior to participation in the next scheduled meeting.

The president may call a special meeting. Notice of a special meeting shall be given to all members at least two days in advance.
A quorum for conducting business for a periodic meeting shall be 75% of the members.
If a partner is unable to attend a periodic meeting, but wishes to participate in the purchase(s), they must submit an investment participation proxy to the secretary prior to the meeting.
The investment participation proxy must acknowledge that the absent partner wishes to participate in the investment selection and purchase. If the proxy does not designate duration it will be considered good until canceled.
A partner must attend a minimum of 6 periodic meetings per year unless job circumstances or a valid reason prevents the partner from doing so. If a member misses 6 of the twelve periodic meetings or 6 consecutive periodic meetings. The member will be withdrawn from the club, and actions will be taken as stated in the article XXII.

Article X. Procedures for transactions and preparation of Valuation Statement

1. Transactions: Buy or sell actions shall be made by majority vote of the members of the club at the meeting or via proxy. A majority 75% participation is required to put all transactions in motion. If a vote is necessary prior to the regular scheduled meeting, the Presiding Partner will call a special meeting of the club.

2. Valuation Statement: The Financial Partner shall prepare a monthly statement of liquidation value effective the Friday before the regularly scheduled monthly meeting (2nd Friday of the month.) In maintaining the records of the members' interest in the Club, the unit value method as outlined the NAIC Investment Club Accounting Manual will be used.

Article XI. Guests

Members may invite a guest to any meeting of the Club with or without the intent to become a member, unless disapproved by 75% vote.

Article XII. Contributions

The members may make contributions to the club on the date of each periodic meeting with a minimum of $30.00 and a maximum that should not exceed 25% of combined capital accounts of all members.
The initial contribution is $50 for any new member.
If a members’ capital account exceeds 25% of the combined capital account of all members, that partner will be exempt form paying the periodic monthly fee at the regular monthly meeting. Members may also make optional additional contributions in any $1.00 increment(s). Regular monthly contributions normally collected at meetings are due prior to the scheduled meeting for any planned absence, or by the end of the third day after the meeting from anyone who was unable to attend that monthly meeting due to an emergency or illness.
Contributions could be also made via electronic fund transfer from the partner’s financial institution to the Club’s brokerage account providing that both financial institutions provide this service. The minimum contribution should be transferred not later than the 2^nd Sunday of each month. All contributions shall immediately be followed by an electronic mail message to the financial partner and treasurer informing him/her of the specific amount of the additional contribution.
Add a penalty of $5 for late checks or monthly fees.
For bouncing checks, a penalty of $10 on top of the charge incurred into the account by the financial institution. In this case is $50 + $10 or $60. The Financial Café charges $50 for bad or bounced checks.

Article XII. Valuation

The current value of the assets and property of the club, less the current value of the debts and liabilities of the club (here after referred to as “value of the partnership”) shall be determined ten business days preceding the date of each periodic meeting. The aforementioned date of valuation shall hereinafter be referred to as “valuation date”

Article XIII. Capital Accounts

These shall be maintained in the name of each partner, a capital account. Any increase or decrease in the value of the partnership on any valuation date shall be credited or debited, respectively to each partner’s capital account in proportion to the value of each partner’s capital account on said date. Any other method of valuating each partner’s capital account may be substituted for this method provided that said substituted method results in exactly the same valuation as previously provided herein. Each partner’s contribution to, or withdrawal from the club shall be credited or debited, respectively to that partner’s capital account.

Article XIV. Sharing of Profits and Losses

Net profit and losses of the club shall inure to and be borne by the members in proportion to the valuation adjusted credit balances in their capital accounts or in proportion to the valuation unite balances.

Article XV. Books of Accounts

Books of account of the transactions of the club shall be kept and at all times be available and open to inspection.

Article XVI. Annual Meeting

Each calendar year, an annual meeting shall take place where a full and complete account of the condition of the club shall be made.

Article XVII. Bank Account

The club may select a bank for the purpose of opening a club bank account. Funds deposited in said club bank account shall be withdrawn by checks signed by any two of the four register members designated by the club to withdraw from the account.

Article XVIII. Broker Account

None of the members of this club shall be a broker for the club. If one of the members of the club is a broker outside of the partnership of the club, said partner cannot hold an elected office for this club; however, the club may select a broker and enter into such agreements with the broker as required for the purchase or sale of stocks, bonds and securities. Stocks, bonds and securities owned by the club shall be registered in the club name unless the club designates another name.

Any corporation or transfer agent called upon to transfer any stock, bonds and securities to or from the name of the club shall be entitled to rely on instructions or assignments signed or purporting to be signed by any partner without inquiry as to the authority of the persons signing or purporting to sign such instructions or assignments or as to the validity of any transfer to or from the name of the club.

At the time of transfer, the corporation or transfer agent is entitled to assume:

That the club is still in existence; and
That this agreement is in full force and effect and has not been amended unless the corporation has received written notice of the contrary.

Article XIX. No Compensation

No partner shall be compensated for services rendered to the club, except reimbursement for approved expenses incurred for the club.

Article XX. New Members

Additional members may be admitted provided they attend 2 meetings any time upon unanimous consent of all the members in writing or at the meeting, so long as the number of members does not exceed twenty.
If the number of members is greater that twenty, additional members cannot be approved until the number of members in the club is reduced below twenty.
All prospective members must be sponsored by an existing member.
All new members shall be required to abide by the by laws and be listed in the members list.

Article XXI. Club Termination

The club may be dissolved by the affirmative vote of 75% of all registered members. Notice of said decision to dissolve the club shall be given to all members. The club shall thereupon be terminated by payment of all the debts and liabilities of the club and the distribution of their remaining assets either in cash of in kind to the members or their personal representatives in proportion to their capital valuation accounts.

Article XXII. Withdrawal of a Member

A one-year commitment is required from the time of sign up.
Any member may withdraw a part or all of their interest. The member shall give notice in writing to the secretary. The notice shall be deemed to be received as of the first meeting of the club at which it is presented. If notice is received between meetings, it will be treated as received as of the first following meeting.
In making payment to the member, the valuation statement prepared for the first meeting following the meeting at which notice is received will be used to determine the value of the member’s account.
Between receipt of the notice and withdrawal valuation date, the other members shall have, and are given the option during said period to purchase in proportion to their capital accounts in the club, the capital account of the withdrawing member.
If the other members do not exercise their option to purchase, then the club shall pay the withdrawing member the value of his interest in the club as shown by the valuation statement.
If a partner resigns or is forced out due to non-attendance a penalty of 3% of the value of the members portfolio valuation will be levied.
A member who misses the payments fees for three consecutive periodic meetings shall be considered withdrawn from the club.

Article XXIII. Death or Incapacity of a Member.

In the event of the death or incapacity of a member, receipt of such notice shall be treated as a notice of withdrawal. Liquidation and payment of a members account minus transaction costs shall proceed. All benefits will be distributed in accordance with the latest beneficiary designation form on record.

Article XXIV. Forbidden acts

No member shall:

Have the right or authority to bind or obligate the club to any extent whatsoever with regard to any matter outside the scope of the club business.
Without the unanimous consent of other members assign, transfer, pledge, mortgage or sell all or part of his interest in the club to any other member in the club or any other person whomsoever, or enter into any agreement as the result of which any person or persons not a member become interested with the member in the club.
Purchase an investment for the club where less than full purchase price is paid for same.
Use the club name, credit or property for other than the club purpose.
Do any act detrimental to the interest of the club or which would make it impossible to carry on the business of affairs of the club.

Article XXV. Administrative Costs

Club administrative fees of $100.00 annually will be divided evenly amongst the holders of all capital accounts (including custodial accounts) and be payable at the April (the club’s anniversary month) meeting.

Annual administrative fees may be adjusted as deemed appropriate by majority vote of the members present at the March meeting.

Article XXVI. New Partner's Contributions

New Members must pay the yearly administrative costs at the time of joining if membership occurs between July 1st and December 31st of any given year or one half the annual fee if membership occurs between January 1st and June 30th of any given year. No minimum “buy in” is required, other than the minimum monthly contribution as defined in Article XII.

Article XXVII. Proxies

The use of written proxies is hereby permitted for those Members unable to attend any regular, special, or annual meeting. A proxy vote will be counted when it pertains to a specific issue previously discussed by the members, not for issues brought up and decided at the missed monthly meeting.

Article XXVIII. Amendments

Amendments to these Bylaws may be made from time to time by a two-thirds 75% vote of the Club at any annual, special, or regular meeting, provided the amendments have been provided in writing to the Members at least thirty (30) days prior to the voting.

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