I.   DUTIES

1. OFFICERS: Annually, at the December meeting, the following named officers shall be elected (to assume their duties on the following first of January) by a majority vote of the partners to the following positions and duties:
   1. Presiding Partner: Duty is to set meeting dates and locations, appoint committees and tracking partners and to recommend partners for the next meeting(s) and to see that resolutions passed by the partnership are carried out.

   2. Assistant Presiding Partner: Duty is to take the place of the Presiding Partner when absent or incapacitated. He/she shall be responsible to see that a study program and tracking program are properly carried out.

   3. Recording Partner: Duty is to keep a record of the actions authorized by the partners, to maintain partnership files, to notify members of meetings and other activities, to advise absentee members of proceedings of the meetings, pertinent news and information, and to mail the financial report to absentee members after each monthly meeting.

   4. Financial Partner: Duty is to keep a record of and be responsible for the partnership receipts, disbursements, and members' interests in the partnership. He/she is also responsible for placing the buy and sell orders authorized by the partners with the partnership's broker(s). He/she will prepare the partnership's monthly valuation statement, and prepare the annual partnership account statement.

   
   
2. PARTNERS: Partners are assigned the following responsibilities. Definitions of activities are provided.
   1. Tracking: Tracking is to follow one or more particular stocks purchased or selected by the partnership. Partner is to watch its value and give an opinion as to its [continued] desirability at meetings.

   2. Recommending: Recommending is to give a positive or negative opinion about a stock at the next after investigating it.

   3. Other Duties: All partners must actively participate in ongoing activities of the partnership by preparing analyses and other assignments to further the investing endeavors of the partnership, and by making regular financial contributions to the partnership.

   4. Participating by Mail: If a partner moves, is transferred, or otherwise lives more than fifty (50) miles from Chapel Hill, he/she may participate in the Club by mail or by Proxy. All monthly dues and fees must be received prior to the normal monthly meeting.

II.   MEETINGS

1. TIME AND PLACE: The partnership shall hold regularly scheduled meetings once a month at a time, date, and location to be agreed upon by a majority of the partners. Special meetings may be called by the Presiding Partner or any three partners upon notice to all the other partners.

2. QUORUM: A quorum shall consist of the representation, in person or by proxy, of a simple majority of the total capital account value.

3. PROXIES: Partners may give their proxy in writing to any partners, to be given to the recording partner at the beginning of the meeting for which authorized. Proxies must be given only for meetings specified therein.

4. GUESTS: Partners may invite guests to any meeting of the partnership. If any partner thinks that a meeting or any part thereof should be closed to guests because of internal matters for discussions, the Presiding Partner shall declare the meeting closed by notifying the hosting partner.

III.   DIVIDENDS: Dividends shall be added to the assets of the partnership.

1. VALUATION STATEMENTS: A monthly valuation statement shall list all assets, at cost and market values, and liabilities of the partnership as of the valuation date. It shall also define the unit value and the number of units that can be purchased for each monthly contribution as defined below.

2. ANNUAL PARTNERSHIP ACCOUNTING: The annual partnership accounting shall show the distribution of dividends, interest, capital gains, and expenses.

VI.   PAYMENTS

1. DATE OF PAYMENTS: The minimum monthly dues of thirty dollars ($30.00) per partner are due and payable at the beginning of each regularly scheduled meeting. Five dollars ($5.00) of the monthly dues are to be placed in the Club's general operating account to be used at the discretion of the Club.

2. FAILURE TO PAY:
   1. Any partner failing to pay monthly dues by the due date will be assessed a fine of five dollars ($5.00). Fines will not be used to increase the partners' capital account value in the Club. Instead, all fines will be placed in the Club's general operating account.

   2. Non-payment of dues or fines for three consecutive months shall be deemed written notice of withdrawal in accordance with paragraph 18 of the partnership agreement unless a waiver is granted by a majority of the partners.

3. INITIATION FEES: All members will be required to pay a one time fee of one hundred dollars ($100.00). This fee must be paid in full by the beginning of the second meeting the new member attends, and may be paid in two equal payments. The first portion of this money ($50.00) will be used to help defray the Club's operating expenses and will entitle the partner to an Investor's Manual and stock evaluation forms. The remaining fifty dollars ($50.00) will be applied to the partner's capital account. This initiation fee is in addition to the normal monthly dues.

4. ADMINISTRATIVE CHARGES: The partnership shall have the ability to assess administrative fees as the partnership deems necessary or desirable.

VII.   JOINTLY OWNED SHARES: There shall be no jointly owned shares.

VIII.   EXPULSION: Failure of a partner to fulfill the duties as previously defined for three consecutive months shall be deemed cause for consideration for expulsion. A three-fourths (3/4) vote, as defined in the partnership agreement, of the remaining partners shall be necessary for expulsion. Such expulsion shall be deemed written notice of withdrawal in accordance with paragraph 18 of the partnership agreement.

Evelyn Daniel, rev. Nov. 15, 1999