[Rev 3/23/98]

COAST to COAST ON-LINE INVESTMENT CLUB

"CTCOLIC"

BY-LAWS

I.              NAME:

The Partnership Name shall be the Coast to Coast On-Line Investment Club and shall be referred to hereinafter as the Club or as " CTCOLIC".

II.            PURPOSE: The purpose of CTCOLIC is to:

A. Educate the partners in the principles of sound investment practices using NAIC guidelines.

B. Enable partners to invest funds for mutual gain based upon the information gathering abilities of the entire group.

III.           MEMBERSHIP and RESPONSIBILITIES OF PARTNERS:

             A. All CTCOLIC Partners must be over 18 years of age and members in good standing of the National Association of Investors Corporation (NAIC). Each Partner will have access to a copy of the NAIC guide, Starting and Running a Profitable Investment Club.

             B. To be considered for membership in the Club, a prospective Partner will complete the Club’s biography form which will then be circulated to all other Partners; a prospective Partner will understand and agree to all responsibilities and requirements of the Partners; understand and agree to the investment philosophy and guidelines of the Club; and follow the Club’s activities and meetings in a non-voting and non-monetary capacity for three (3) months. At that time, a vote will be held and a Prospective Partner will be admitted as a full Partner to the Club upon approval of a 2/3rds majority of the Partners, payment of the organizational fee and completion of any required forms. Where the applicant has previous investment club experience, this process may be waived by a 2/3rds majority vote of the partners.

             C. To remain active, Partners shall participate in the ongoing activities of CTCOLIC by:

1. preparing and posting analyses or other assignments to further the investment endeavors of the Club on a regular basis as requested by the Club.

2. regularly contributing comments about Club operations and investment opportunities.

3. making regular monetary contributions to the Club.

4. keeping current contact information (mailing address, e-mail address, phone/fax numbers) on file with the Recording Partner at all times.

5. downloading monthly and year-end Club reports, including all financial reports available in this format.

6. participate in at least 50% of all discussions and votes conducted in a three (3) month period.

D. Good cause for the removal of a Partner shall include, but not be limited to, termination of the Partner's membership in NAIC, violation of Paragraph 21 of the Partnership Agreement, or failure of the Partner to carry out his or her responsibilities as listed in this Article.

E. A vote of a 2/3rds majority of all active Partners shall be required to approve a resolution to admit or remove a Partner. In the event of removal of a Partner, the approved resolution shall be deemed as the written notice of withdrawal in accordance with Section 18 of the Partnership Agreement. The vote on admitting or removing a Partner shall be treated as a confidential matter as listed under Article III.

IV.           OFFICERS:

A. CTCOLIC's officers shall consist of a Presiding Partner, Assistant Presiding Partner, Recording Partner, Financial Partner and Assistant Financial Partner.

B. Duties of the Officers will include, but not be limited to, the following:

1. The Presiding Partner shall serve as the President and will appoint committees, oversee all CTCOLIC activities, and preside over all CTCOLIC meetings. The President will have the power to create and conduct an agenda for all meetings, and may enforce or waive formalities of such an agenda. The President will have the power to recommend disciplinary action with respect to any Partner who, in the opinion of a majority of the CTCOLIC partners, is considered to have acted contrary to the provisions of these By Laws or has displayed negligence in the performance of duties or expectations. The President will be responsible for the activities, progress, and reports of all committees that are formed except as provided in paragraph B.2.

2. The Assistant Presiding Partner shall serve as the Vice-President and will assume the duties of the Presiding Partner when the Presiding Partner is absent or unable to serve the office.  The Assistant Presiding Partner will be responsible for the education program of the Club, and the progress and reports of the stock analysis committees that are formed.

3. The Recording Partner shall serve as the Secretary and will keep a record of all the proceedings of business and maintain all correspondence pertaining to CTCOLIC, including the distribution or posting of notices of meetings and reports from meetings of the partnership, officers and committees. The Recording Partner will tabulate and distribute the results of all            votes which are taken by e-mail. Upon notification by the Presiding or Assistant Presiding Partner, the Recording Partner will issue a notice to any Partner regarding any fines or disciplinary action, and include the reason for the decision. The Recording Partner will be assisted in these responsibilities by the Club's Web     Operator ("Web Op").

4. The Financial Partner shall serve as the Treasurer and will keep a record of all CTCOLIC financial activities, prepare annual financial statements, calculate monthly valuation statements and prepare any other statistical reports that may be required. The Treasurer will be responsible for CTCOLIC's banking and brokerage accounts and shall collect and deposit monthly dues from members and other amounts received by the club and shall make all disbursements for the club. The Treasurer also shall be CTCOLIC's agent for the purchase and sale of securities and any other authorized brokerage transactions. The Treasurer shall prepare and file all required tax returns and shall distribute any required tax documents to the members.

 5. The Assistant Financial Partner shall serve as the Assistant Treasurer shall will fulfill the duties of Treasurer in his/her absence or inability to serve. In addition, the Assistant Treasurer will serve as the internal auditor for CTCOLIC. In this role, he/she will review all brokerage or bank statements, and will review and verify financial information provided by the Financial Partner to the members.

          C. Election of Officers.

1. Each December, a Nominating Committee of three members shall be elected by the Club. It shall be the duty of this committee to poll the Partners for potential candidates and make nominations for the offices to be filled. The Nominating Committee shall post its slate of nominations on the web site no later than one week prior to the regular January meeting. At this meeting, additional nominations will be accepted from the floor.

2. Within one week of the January meeting, a final ballot of all candidates shall be posted on the web site and voting will take place for a period of 10 days. All ballots will go directly to the Recording Partner, or his representative, with the total tabulation only posted on the web site. A simple majority is needed to elect an officer.

3. The elected officers shall serve for one year or until their successors are elected, and their term of office shall begin as soon as the election results are posted on the web site. Any officer position that becomes vacant during the year shall be filled as soon as possible following the same nominating and voting procedure described above.

4. No Partner shall hold more than one office at a time. If the total membership is less than eight, one person may hold the offices of any two positions, providing that at all times, the offices of the Presiding Partner and the Financial Partner and the offices of the Financial Partner and the Assistant Financial Partner will each be held by two different Partners.

V.            VALUATION DATE:

                The valuation date shall be 6:00 PM Eastern Standard Time on the 7th calendar day preceding each meeting of the partnership, or if no meeting is held then on the 15th of the month. If the stock markets are closed on the valuation date, then the valuation date shall be the nearest preceding date on which the markets were open.

VI.           COMMUNICATION:

                A. The Partnership shall conduct its affairs mainly through electronic means of communication, including e-mail, live chat forums and an internet web site. This does not preclude communication by other means to conduct Club business.

                B. CTCOLIC will maintain an internet web site for the purpose of, but not limited to, advising Partners of current Club activities and agenda; presenting stock analysis and Committee reports; providing a discussion forum for Club business; posting Club and Partner valuations and other reports; and voting on Club business. The web site and the postings thereon shall remain open to public view except as specifically determined by the Partners. [The address of the web site is http://www.geocities.com/WallStreet/Exchange/1004/index.html]

                C. Notices from Partners to the Partnership, or to the Partners generally, may be given by e-mail to the address of each Partner and Prospective Partner listed in the Partnership's records. Confidential notices to the Partnership shall be sent by e-mail to the Presiding Partner with a copy to the Recording Partner. Notices concerning the removal of a partner shall also be sent to the Partner by registered or certified mail at the Partner's address listed on the Partnership's records (or other address provided by the Partner to the Partnership by proper notice) if the Partner to whom the e-mail notice is sent does not acknowledge receipt by return e-mail (or otherwise) within 7 days.

VII.          VOTING AND MEETINGS:

                A. CTCOLIC shall hold a regular monthly live meeting in a chat forum, on the fourth Tuesday of the month, to conduct Partnership business. This meeting may be suspended or postponed by a 2/3rds majority vote of the active Partners. Notice of all meetings shall be given to the Partners by e-mail. The Partners shall also receive advance notice of the agenda for this meeting by e-mail or by a post on the Club's web site.

                B. The regular meeting on the fourth Tuesday of February shall be known as the annual meeting and shall be for the purpose of reviewing the annual reports and financial statements of the Club among other items of business.

                C. Special live meetings may be called by the Presiding Partner or at the request of any three Partners. Notice of any special meetings will be sent by e-mail at least 15 days in advance, with a statement of time and forum for the meeting and information as to the agenda to be considered.

                D. Motions shall be made in the following manner:

1. Outside of a live meeting, a Partner may move for the adoption of a resolution authorizing any action by or on behalf of CTCOLIC at any time through the use of e-mail or the Club's web site. Each motion shall state clearly the question upon which each Partner will vote. All motions proposing the purchase of stock shall include the number of shares to be purchased and the maximum price per share to be paid.

2. If the motion receives a second, the Presiding Partner shall notify the Partners of the motion by e-mail along with the time period and means for discussion and voting. The minimum period for discussion and for voting will be 5 calendar days each.

3. Each Partner shall post his or her ballot by the means indicated no later than the date and time specified by the Presiding Partner. Ballots received after this time will not be considered.

4. The votes shall be counted by the Recording Partner or his representative. As soon as possible after the voting is completed, the Recording Partner, or his representative, shall post the final tabulation to the CTCOLIC web site showing the final disposition of the motion and the vote of each Partner; providing that if the Presiding Partner determines that a matter is confidential, the tabulation will be sent to the Partners by private e-mail only.

                F. Each full Partner shall have one (1) vote in all matters presented to the Partnership, except as provided in the Partnership Agreement or these By-Laws. Any action may be approved by the vote of a simple majority vote except as otherwise stipulated by the Partnership Agreement, in the By-Laws, or in Resolutions adopted by the Partnership from time to time.

                G. Proxy Voting: If a Partner will be absent from a meeting, he or she may assign a proxy for purposes of voting. This arrangement must be disclosed at the opening role call. Because personal presence and participation is a fundamental responsibility of Partners, this proxy will only be counted if needed to reach or maintain a quorum.

                H. Quorum: A quorum for conducting business shall be 2/3rds of the Partners (including for this purpose Partners present by proxy). In the event of discussion and voting by electronic means (e.g. e-mail or via the web site), this number will be determined by the number of votes cast on each matter presented to a vote of the Club. Once a quorum is present, it shall be deemed present until the adjournment of the meeting.

VIII.        FINANCIAL STATEMENTS:

1. A monthly "Value of the Club", as defined in Section 7 of the Partnership Agreement shall be prepared as of the valuation date listed below. This statement shall list all assets, at cost and market values, and liabilities of the Club.

2. The Financial Partner shall also prepare a monthly summary statement of the capital accounts maintained in the name of each Partner, as provided in Section 8 of the Partnership Agreement.

3. The annual Club accounting shall show the distribution of dividends, interest, capital gains, and nontaxable distributions for the Club and for each Partner. It will also list in detail the assets, liabilities, income and expenses of the Club that shall be reported in the balance sheet and income statement of the Club.

IX.           CONTRIBUTIONS:

1. Each Partner will make monthly contributions to his capital account for investment by the Partnership. To be timely, these contributions must be received by the Financial Partner no later than the Monday of the week immediately preceding the regular or special Club meeting date set forth in Section VI.

2. The contribution by each Partner shall be $20.00 per month. All Partners shall contribute an equal amount per month.

3. At each annual meeting, or more frequently as determined by the Partners, the Partners will decide the minimum amount that each Partner will contribute each month and if additional contributions will be allowed.

4. Each Partner shall pay an initial nonrefundable fee in the amount of $25.00, and if not already a club member of NAIC through another club, an additional amount equivalent to the per member fee for NAIC club membership. Each new Partner shall pay the same fee as their pro-rata share of the organizational expenses. Annually, a Partner shall be assessed a fee equivalent to the per member fee for NAIC club membership if not already a club member of NAIC through another club. Valuation units, as described in Section 8 of the Partnership Agreement, will not be issued for these fee amounts.

X.            CLUB EXPENSES:

                All Club expenses shall be authorized by a majority vote and will be shared in proportion to a Partner's capital account.

XI.           CHANGES TO BY-LAWS

                The By-laws can only be changed by a 2/3rds majority vote of the active members. When changes are made, the new document shall be publicly displayed on the club Web Site.

XII.         STOCK SELECTION

                Any stock being considered for investment must be presented in accordance with the NAIC and club stock selection guidelines then in effect.

                The above By-Laws were duly adopted by the partners of CTCOLIC on __________ __, 1998, and the date of each duly adopted amendment shall be noted accordingly.

                The signatures of the Officers of CTCOLIC appear on the following page(s).         

                The signatures of the Officers are as follows:

                The undersigned Officers of CTCOLIC affix their signatures to the By-Laws and certify that the above is a true and correct copy of the official By-Laws of the Club.

___________________________________              ___________________________________

Presiding Partner                                                  Assistant Presiding Partner

___________________________________              ___________________________________

Recording Partner                                                                Financial Partner

___________________________________

Assistant Financial Partner

Copyright © 2002 Coast to Coast Online Investment Club
Last modified: Sunday July 10, 2005