Up & Up Investment Club By-Laws

Up & Up Investment Club By-Laws

I.NAME:

The Partnership Name shall be the Up & Up Investment Club and shall be referred to hereinafter as Up & Up.

II.PURPOSE: The purpose of Up & Up is to:

A. Educate the partners and all investors 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.

C. Illustrate how to start and run an investment club using NAIC Guidelines.

III .OFFICERS:

A. The Club’s officers shall consist of President, Vice-President, Secretary, Treasurer and Assistant Treasurer and Parliamentarian.

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

1. The PRESIDENT will appoint committees, oversee all of Up & Up activities, and preside over

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 to any Partner who, in the opinion of a majority of the partners, is considered to have acted contrary to the provisions of these By Laws and/or the Partnership Agreement or has displayed negligence in the performance of duties or expectations.

2. The VICE-PRESIDENT will assume the duties of the PRESIDENT when absent or unable to serve the office. The VICE-PRESIDENT will be responsible for the activities, progress, and reports of all committees that are formed.

3. The SECRETARY will keep a record of Up & Up business and issue a report of all meetings. The SECRETARY will be responsible for all correspondence pertaining to Up & Up, including the distribution of reports from meetings, officers and committees. Upon notification by the PRESIDENT or the ASSISTANT TREASURER; the SECRETARY will issue a notice to any Partner regarding any fines or disciplinary action, and include the reason and decision for the action.

4. The TREASURER will keep a record of all Up & Up 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 Up & Up’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 Up & Up’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 TREASURER shall 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 Up & Up. In this role, he/she will review all brokerage or bank statements, and will verify financial information provided to the members.

IV.VALUATION DATE:

The valuation date shall be 6:00 PM Eastern Standard Time on the 15th of each month. If the stock markets are closed on the 15th, the valuation date shall be the nearest preceding date on which the markets were open.

V. NOTICES:

Notices from partners to the partnership or to the partners generally may be given by posting a message to the Up & Up web page. Notices involving confidential matters may be given by e-mail sent to the e-mail address of each partner as listed in the partnership's records. Confidential notices to the partnership shall be sent by e-mail to the President with a copy to the Secretary. Notices and other communications concerning one or more partners individually shall be sent to the partner at his or her e-mail address. Copies of notices concerning the withdrawal or 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 Certificate as filed with the DeKalb County, Georgia, County Clerk (or other address provided by the partner to the partnership by proper notice) if the partner to whom e-mail notice is sent does not acknowledge receipt by return e-mail (or otherwise) within 7 days.

VI. VOTING:

A. Any member may move for the adoption of a resolution authorizing any action by or on behalf of Up & Up at any time. If the motion receives a second, the President shall post the date and time by which the votes of the members must be submitted to the Secretary. Each motion shall state clearly defined selections upon which each member may cast a 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.

B. Each member shall post his or her ballot no later than the date and time specified by the President. The ballot shall be sent to the Secretary by private e-mail. Ballots received after the date and time specified will not be considered. As soon as possible after the voting is completed, the Secretary shall post the final tabulation to the list showing the vote of each member on each matter considered; provided that if the President determines that a matter is confidential, the tabulation will be sent to the members by private e-mail.

C. To facilitate automated counting of ballots, each ballot shall be in the following format (including commas):

Ballot Title

Partners Name,

First Topic, Selection Number

Last Topic, Selection Number

VII. Up & Up MEMBERSHIP:

All Up & Up Partners must be members in good standing of NAIC and subscribers to the Up & Up Club E-mail List. 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 22 of the Partnership Agreement, and failure of the Partner to carry out his or her responsibilities under Article VIII below. A UNANIMOUS VOTE of all the ACTIVE Partners (without regard to their capital accounts) shall be required to approve a resolution to admit or remove a Partner. The vote on admitting or removing a Partner shall be treated as a confidential matter under Article VI. B. above.

Membership candidates for the Up & Up Investment club must complete a membership application and a panel interview by selected Partners. After successful completion of these two requirements, active Partners will review all of the candidate’s submitted information. The active Partners will vote on accepting/rejecting the candidate for membership into the Up & Up Investment club. Membership candidates will be notified of the Club’s decision via telephone and written invitation letter within 10 days of the Club vote. Candidates must accept or decline the invitation to join the Up & Up in writing within 10 days of receiving a written invitation to join the Club.

New Partners in the Up & Up Investment Club will be required to pay the amount equal to the value of the capital account of an active Partner so that the new Partner will be equally vested (which is the total amount of monthly contributions from December 10, 1997 to the date that the new Partner is accepted as a member) within 10 days of receiving a written notification of the vote of the Partners and a invitation to join. In addition, the new Partner is required to pay any capital gains earned, if any, by the investment Club which will be determined on the day that the new Partner signs the partnership agreement.

VIII. RESPONSIBILITIES OF PARTNERS

Partners shall actively participate in ongoing activities of Up & Up by:

1. Preparing and posting analyses or other assignments to further the investment endeavors of the club in at least TWO months out of each four month period.

2. Regularly posting constructive comments about Club operations and investment opportunities.

3. Making regular payments to the Club.

4. Keeping a current mailing address on file with the Secretary at all times.

5. Downloading monthly and year-end Club reports, including all financial and tax-information reports.

6. Vote in at least 50% of all club elections during any four month period.

In the event that Partners do not actively participate in the ongoing activities of Up & Up:

1. Partners can be removed according to article 17B of the Up & Up Partnership Agreement.

2. Partners will be required to pay a $50 inactivity fee. Inactivity is defined as having an unexcused

(excused absences are work, being out of town, or emergency situations) absence from monthly

meeting or not submitting assignments (stock reports, etc.) on the due date. The inactivity fee is

retroactive.

IX. CHANGES TO UP & UP PARTNERSHIP AGREEMENT AND BY-LAWS

The Partnership Agreement and By-laws can only be changed by a 2/3 majority vote of the active members regardless of the value of their capital account. When changes are made, the new document shall be publicly displayed on the NAIC and Up & Up Web Site.

X.STOCK SELECTION

Any stock being considered for investment must be presented as a completed Stock Selection Guide.

A minimum of 3 shares of an approved stock must be purchased anytime a purchase is executed.

XI. UP & UP WRITE PRIVILEGES

Only members of Up & Up shall have the right to post to the Up & Up Club E-Mail list. However, anyone may subscribe on a read only basis. Potential members wishing to post to the list may request a member of Up & Up to post messages for them, but no club member shall be obligated to do so. A new Partner in Up & Up will have "write" privileges to the Up & Up mailing list enabled by a list owner as soon as possible after he/she is voted in as a member of Up & Up by the existing Partners.

These By-Laws of the UP & UP INVESTMENT CLUB have been adopted on this day the ____ of January 1998.

Signed___________________________________________ Date__________________________