Partnership Agreement

The By-Laws of the Cross Country Investment Club

The Cross Country Investment Club was formed as a general partnership in the State of Nevada on February 1, 1998. The below enumerated by-laws approved by the general partners shall provide procedures by which the partnership will operate to fulfill its purpose, to invest the assets of the partnership solely in stocks, bonds and securities for the education and benefit of the partners.

    The Partnership will:

    •Invest regularly regardless of stock market ups and downs by avoiding market timing of and sales of stocks.
    •Reinvest all earnings (dividends, capital gains and interest).
    •Diversify investments over time to reduce risk.
    •Invest primarily in growth companies with good track records.

1. Meetings: The members of the partnership shall conduct business via electronic mail (e-mail) and/or through other electronic means on the Internet. Each partner, or his or her proxy, shall have an e-mail address and access to computer hardware and software sufficient to fully participate in the affairs of the CCIC.

2. Voting: Any action may be approved by the vote of a simple majority except as otherwise stipulated by the Partnership Agreement. The Secretary shall conduct voting procedures in accordance with guidelines mutually agreed upon by the partners and described in these By Laws.

3. Proxy Representation: Upon giving notice to the Secretary and all other partners, any partner may designate any other partner as proxy to represent that partner on any motions put up for a vote, or for any other business before the CCIC. A partner may serve as proxy to only one partner at any time. Prior notice must be given to all partners of any intention to tender a proxy.

4. Officers and Committees: Duly elected officers of the CCIC shall include only the President, Vice President, Comptroller, Treasurer and Secretary whose roles, responsibilities and terms shall derive solely from the authority and powers granted by the partners of the CCIC, and who shall administer to the needs, duties and obligations of the partnership as specified by the Partnership Agreement and otherwise authorized by these By Laws.

    The President shall:

    •Set the monthly agenda.
    •Serve as the director to the partnership by planning, organizing, coordinating and directing the activities of the partnership.
    •Annually, by November 1, appoint a nominating committee consisting of two non-officer partners to recommend a slate of officers for the following year.
    •Such committee shall present a slate of candidates to the partners for election during the month of December.
    •Be authorized to transact all business for the CCIC.

    The Vice President shall:

    •Serve in place of the President in the event the President in unable to carry out the functions required of the office.
    •Coordinate the continued education of the partners.

    The Secretary shall:

    •Ensure effective communication of information among partners.
    •As custodian and archivist for the records of the partnership, administer the recording needs of the CCIC.
    •Maintain a written record of all procedures, minutes and decisions.
    •Conduct all votes.

    The Treasurer shall:

    •Manage the financial record keeping.
    •Prepare the all financial reports required to meet legal reporting requirements.
    •Provide monthly reports to the partners of the financial status of the CCIC.
    •Act timely and responsibly with the partnership's assets.
    •Provide all financial records at the Comptroller's request for audit review.
    •Reconcile all accounts monthly.

    The Comptroller shall:

    •Audit the financial records of the partnership at least monthly.
    •Provide monthly reports that detail the nature and scope of the audit and any findings.
    •With the President and the Treasurer, establish any controls necessary to protect the assets of the partnership.

    The partnership has established various committees to serve its administrative needs. All committees will have a chairperson that will report to the partnership on the activities of the partnership as needed.

    5. Contributions:
    The partners shall invest specified minimum monthly capital contributions on or before the due date. All timely contributions will be treated as if made on the same day for purposes of determining each partner's interest in the partnership. Any monthly contribution that is not received by the specified due date shall be considered late and subject to a specified late payment charge as determined by the partnership, and will be posted to the partner's capital account on the following month's due date. Any partner who is in arrears for two months in a row may be considered for removal per Partnership Agreement's Article 20b. Interest will not be paid on capital accounts. Any partner may make regular monthly contributions up to a maximum amount to be decided by the CCIC. Additional, elective contributions are not prohibited but are subject to a vote of the CCIC. Monthly contributions shall be due on the first day of each month and shall be credited to partner's accounts on that date. Contributions shall be at least twenty-five dollars ($25.00) but not more than one hundred dollars ($100.00) monthly. In addition to the regularly scheduled monthly contribution, any partner may make an elective contribution over and above the established limits, subject to a majority vote of the partners. The partners may transfer funds to the partnership by either electronic funds transfers or by checks payable to the Cross Country Investment Club. The number of units credited to each partner's capital account shall be based on the unit value as of the previous valuation date. Late payments will be assessed a late payment fee of five ($5.00) dollars. Late payments shall be posted to the partner's capital account on the next month's due date. Late payment fees shall be credited to the partnership's income account and shall be waived for late contributions posted at least one week before the due date.

    6. Bank Account:
    CCIC may select a financial institution for the purpose of opening a checking account. Funds in the account shall be withdrawn by checks signed by any partner(s) designated by the CCIC. A partnership's bank account shall be established at the State Employees Federal Credit Union, Albany, NY where all partnership contributions shall be deposited. Authorized expenditures will be disbursed from this account by the Treasurer or any other authorized officer. All bank statements and transaction records will be made available to the Comptroller for review on a timely basis.

    7. Cash Receipts:
    No cash deposits shall be received by the partnership. All deposits shall be made by check or by electronic transfers. Check deposits shall be received by the Treasurer, payable to the Cross Country Investment Club.

    8. Cash Disbursements: Disbursements will be made based on invoices, vouchers, or schedules listing each item of expense, with appropriate documentation thereof, if available, and only after being presented and properly approved by a vote of the partners. All disbursements shall be paid either:

    1. By check authorized by the Treasurer or any other authorized partner only after receiving approval from the partners.

    2. Credit to the partner's capital account, when mutually agreed upon by the payee and the Treasurer.

    Reimbursements may be made for direct club expenses by crediting the payee partner's capital account on the next due date following the presentation of the invoice. Where such reimbursement is requested, credit will be given following the posting of the expense to the partnership's financial records. The expense will be recognized as of the date the invoice is received by the partnership. The Treasurer shall clearly state in the monthly minutes that a credit to a partner's capital account has been chosen as the method for reimbursement and a record of minutes shall be kept by the Secretary. Should the reimbursement credit exceed the maximum monthly contribution, the credit may be either spread over a number of months or the partners may allow the full reimbursement credit as an elective contribution subject to a vote of the partners as described in Section 5. Transfer of funds to the partnership's brokerage account for the purpose of investing such moneys will be done by check only after notice is given to the partners. No vote of approval is required for transfers between CCIC accounts.

    9. Broker: Only Officers of the CCIC shall perform the ministerial functions of giving orders to the broker covering the purchase or sale of stocks, bonds and securities for the accounts of the CCIC, and then only after said purchases or sales have been approved by the partners of the CCIC. The partnership has selected E*TRADE as the broker to maintain a trading account and a cash account. Both the President and the Treasurer shall be authorized to execute trades through E*TRADE. E*TRADE will establish checking priveliges on the cash account for the CCIC which is subject to a minimum withdrawal of $500. Checks drawn shall require two authorized signatures: that of both the Treasurer and President. Each month, the Treasurer will itemize all account activity, balances and position for the partners to review. Statements shall be forwarded to the Comptroller for audit review. The account shall use the address of the current Secretary as the official address of record. The mailing address shall be that of the Treasurer.

    10. Accounting System: Records of the transactions of the CCIC shall be kept, and at all times be available and open to inspection and examination by request of any partner. The partnership accounting system will utilize the National Association of Investors Corporation (NAIC) Club Accounting software and the NAIC Club Accounting Manual as the basis for its record keeping. Ownership units will be initially valued at $10.00 per unit. Capital accounts shall be revalued monthly following the closing market prices on the last normal business day of the month (the "Valuation Date").

    11. Financial Statements: Each calendar year, a full and complete account of the condition of the CCIC shall be made by the Treasurer to the partners and distributed to all partners on an equal basis. Annually, the Financial Partner will prepare financial statements as well as Form 1065, US Partnership Return and related schedules K-1 for each partner. Each month, the Treasurer shall use the NAIC Club Accounting software to prepare and distribute a Valuation Statement, a Members Status Report, and an Income and Expense Statement as of the last valuation date. In addition, the Treasurer shall provide a reconciliation of all bank and brokerage accounts as of the most current statement.

    12. Educational Program: The Vice President shall direct an educational program for all the partners assisted by and in conjunction with the partners. The educational program shall include, but not be limited to a presentation on annual company reports, the NAIC research procedures, utilization of the VALUE LINE Investment Survey, STANDARD & POOR'S Stock Reports, and such other presentations deemed necessary by the partners.

    13. Membership: Additional partners may be admitted at any time, upon the unanimous vote of the active members, so long as the number of partners does not exceed twenty-five (25). Unless modified in these By-Laws, the partners have elected to limit membership to 15 partners. Whereas the partnership depends on the mutual respect, cooperation and commitment among its partners, all individuals who request membership will be required to undergo an evaluation period after which the partners will vote to accept or reject inclusion of the individual into the partnership. The evaluation period provides opportunity for the partners and prospective partner to evaluate and assess one another without making financial or any other commitments. During the evaluation period, the prospective new partner is expected to fully participate in the discussions of the partners, however he/she may not vote on any motions or make capital contributions to the partnership.

    14. Investments: One general investment goal of the CCIC is to invest its assets in the securities that are expected to double in value within the next five years. While the CCIC intends to primarily invest in companies it considers growth oriented and with established track records, the partnership reserves the right to invest limited resources (up to approximately 10% of its assets) in securities generally considered as speculative such as initial purchase orders or companies with less than five years of operating history.

    15. Modifications and Changes to these By-Laws: The partnership may amend and modify these by-laws as it deems necessary at any time by a majority vote of the partners, except as otherwise noted in this By-Laws.

    16. Modifications and Changes to the Partnership Agreement: All changes to the Partnership Agreement require the approval of both a 2/3 majority of the partners, and by a majority of the ownership interest in the Value of the CCIC. All amendments, modifications and changes to the Partnership Agreement shall be reported in these By-Laws until such time the Partnership Agreement is revised, and shall be kept current by the Secretary. A. Motion Number _____, Adopted ___/____/____ Article 6, Capital Contributions shall be revised to read: "...Any monthly contribution that is not received by the specified due date shall be considered late and subject to a specified late payment charge as determined by the partnership, and will be posted to the partner's capital account on following month's due date. Any..."

    Second Revision 03/17/98 JRM BYLAWS3.wpd