April 16, 1994

(rev. 12/31/94, rev. 5/20/95, rev. Mar 96, reprinted 2/97)

As described in the March 19, 1994 partnership agreement, the sole purpose of the partnership is to invest the assets of the partnership solely in stocks, bonds and other securities for the education, benefit, and pleasure of the partners.

I. This group shall hereafter be referred to as: Cooperative Association of Stock Holders (aka CASH).

II. Officers, who will serve two-year terms and may be re-elected, shall be: a president, who will preside at all meetings, prepare the agenda, oversee the partnership's activities, enforce the rules, appoint committees and their chairpersons, and receive partners' reports; a vice-president, who will plan and direct partnership study activities for each meeting, assist the president as needed, assume the president's duties in the event of kidnapping, death, illness, or other incapacitation; a secretary, who will maintain the partnership's records (except those to be kept by the treasurer), be responsible for mailings and correspondence, keep the roll, determine if a quorum is present, and assist the president as needed; a recording secretary, who will read the minutes of the previous meeting, will take minutes at meetings, and will submit the minutes to the secretary; an assistant treasurer, who will learn the treasurer's duties, assist the treasurer as needed, perform the duties of the treasurer in the event of the latter's incapacity or absence, participate in the preparation of the treasurer's year-end report, lead audit teams when directed by the president, and shall succeed automatically to the office of treasurer; a treasurer, who will maintain the partnership's financial records, will receive and disburse funds, will maintain any bank accounts, will place buy and sell orders, and will present a monthly statement at each meeting; and, a social director, who will assist the president in determining future meeting places, menus, themes, and any other social activities.  (In the event of a vacancy, the presiding officer shall hold an election as soon as possible.)

III. Meetings. Regular meetings shall be on the third Saturday of each month, as specified in the partnership agreement. No business shall be conducted without a quorum, which shall be two-thirds of the partnership. The March meeting of each year shall be the annual meeting, at which time an end of the year financial report shall be submitted by the treasurer, and at which time officers shall be elected.

Special meetings may be called by the president. No penalty or fine shall be imposed for an absence.

Voting. Each partner may vote on any motion. A partnership consisting of two people has only one vote. Partners may vote by proxy, with the understanding that the grantee of the proxy must be confirmed by the signature of the grantor of the proxy. The president may recognize voice votes, but in the case of a close call, or at the request of a partner, a roll call vote will be required based on the percentage of ownership of each partner as determined by the treasurer's report submitted earlier in the meeting.

IV. Attendance at regular meetings is mandatory. It is understood that due to circumstances beyond control, absences may occur. Though not encouraged, in any calendar year partners may miss two meetings without penalty; the third absence will result in a $5 fine. In the event of a fourth absence within a calendar year, a motion of dismissal will automatically be entered by the secretary at the beginning of new business of the meeting at which the fourth absence occurs. Exceptions are an absence directly related to a partner's livelihood, or an absence caused by an act of God. All monthly reports must be submitted as required, else a $5 fine will be imposed. The only exception will be a failure caused by an act of God.

V. All partners will abide by the Bylaws and Partnership Agreement of the partnership. In addition to the $15 per month capital contribution required by the partnership agreement, each partner will be required to make a supplemental $10 per month capital contribution.

VI. The parliamentary procedure for the meetings of CASH shall be Robert's Rules of Order. In the event of a disagreement regarding parliamentary procedure, in which case there is not proof readily at hand, partners shall defer to the wisdom of the presiding officer.

VII. These by-laws may be amended by a two-thirds vote of the partnership at a regular meeting, assuming that the proposed amendment has been discussed/read in a previous meeting. These by-laws may be temporarily suspended if a motion to do so is made during new business which states precisely the language which is to be temporarily suspended, and which states the duration of the temporary suspension; the by-laws may be temporarily suspended only by a unanimous vote of the partnership.

IX. New partners will be admitted to the partnership only after the following conditions have been fulfilled:

1. the prospective member must have attended at least two meetings as an invited guest of two partners,

2. the prospective member must be nominated during new business, in a subsequent meeting (where the prospective member is not present), for membership by the sponsoring partner, and must be approved by a unanimous vote of the partners,

3. the prospective member must agree to make his/her initial investment, which will be $100 plus the $15 partnership agreement plus the supplemental capital contribution, at the next regularly scheduled meeting,

4. the prospective member agrees to abide by all rules, bylaws, customs, and partnership agreement of C.A.S.H.

Signed--