By Laws

BY-LAWS

OMEGA INVESTMENT CLUB

(rev. 24 Feb 04)

ARTICLE I

The by-laws will regulate conduct of the club. In case of contradiction with the Partnership Agreement (attachment 1), the Partnership Agreement will take precedence. The club will be a member of the National Association of Investment Clubs (NAIC).

ARTICLE II

ORGANIZATION:

1. The membership of this club shall choose certain of its members to take care of the collection of monthly payments, make investigations and reports thereon, handle the purchase and sale of securities and prepare such federal and state tax reports as shall be necessary. The members so selected shall, for convenience be called officers of the club and shall be a President, Vice-President, Secretary, Vice-Secretary, Treasurer and Vice Treasurer. The President and Treasurer shall be bonded by NAIC.

2. A nominating committee shall be appointed each year by the President. This committee shall nominate a new set of officers. A one year membership for new members is required prior to holding one of the four key offices (President, Vice President, Secretary, Treasurer).

3. The duties of the President shall be:

A. To preside at meetings.

B. To appoint committees.

C. To oversee all club activities.

D. In the absence of the Treasurer, serve as agent to place, buy and sell orders as determined by the club.

E. Sign checks in the event of the Treasurer’s absence.

F. To present the annual report of the club’s history.

G. To manage the process of adding or deleting club members.

H. To ensure the transfer of signature authority when appropriate for brokerage account, post office box, and any other required documents.

4. The duties of the Vice-President shall be:

A. To assume the duties of the President when the President is absent or unable to serve.

B. To review By Laws and Standard Operating Procedures on an annual basis, and assist members compliance with these documents.

5. The duties of the Secretary shall be:

A. To keep a record of club business and report on previous meetings.

B. To handle all club correspondence.

6. The duties of the Vice Secretary shall be:

A. To assist the Secretary.

B. To assume the duties of the Secretary when the Secretary is absent or unable to serve.

7. The duties of the Treasurer shall be:

A. To collect and disburse funds.

B. To maintain a set of books covering the club’s financial operations and member’s shares.

C. To prepare a monthly financial statement.

D. To prepare an annual financial statement for income tax purposes.

E. To sign checks in the name of the club.

F. To serve as the primary agent to place, buy and sell orders as determined by the club.

G. To be the custodian of the post office box.

8. The duties of the Vice Treasurer shall be:

A. To assist the Treasurer

B. To assume the duties of the Treasurer when the Treasurer is absent or unable to serve.

ARTICLE III

MEMBERSHIP:

1. Membership shall be limited to fifteen active members. This limit may be exceeded by the return of inactive members.

2. Members may invite guests to any meeting.

3. Prospective new members must attend two meetings prior to consideration for membership. Names of prospective new members shall be submitted by two sponsors in writing to the President in sufficient time to allow the President to notify the members at least two weeks prior to the meeting at which the prospective member would be considered for membership.

4. Approval of the new member shall be by secret ballot with each member casting one vote. Two negative votes shall constitute rejection of the new member in consideration.

5. When a new member is accepted or rejected, he will be so notified in writing by the President prior to the next meeting. Each new member upon being accepted, shall be required to make an initial investment as stated in the SOP which will be converted into units, allocated to the new members account. After the initial investment is made, monthly investments shall be issued as prescribed in the SOP.

6. Those members desiring to become inactive, for any reason approved by the membership, must continue to contribute at least the minimum monthly investment amount as stated in the SOP. The inactive member’s units are not to be voted or included in the calculation of units required for action. If an inactive member is present at a meeting, his units would be counted and included in the calculation of units for action. Any member planning an absence of more than four months shall be placed in the inactive category for the period of his absence.

7. A member desiring to resign or withdraw money must submit his or her request to the President in writing. Acceptance of the request shall be effective at the next scheduled meeting following receipt by the president or, in the absence of the president, by a duly appointed member in office. The request shall be made known to the partners at the next monthly meeting. If the request is presented on the day of the monthly meeting, it shall be effective on that date. Once the club has accepted a request to withdraw money, the member may not withdraw the request. If the member desiring to withdraw or resign chooses to “sell” their units to another member this intent must be stated in writing as part of the request to the President.

The pay-off calculation shall be baased as follows:

A. Based upon the club’s valuation statement in effect at the next scheduled monthly meeting after the request has become effective.

B. Made no later than two weeks after the first meeting following the meeting at which the request is initially made known to the partners.

C. The first 100 units of each request to withdraw will be assessed a 5% penalty.

D. The member will be charged the broker commissions assessed from the sale of securities required for the payment. If no sale is required, the member will be charged the minimum broker commission.

E. There will be no penalty or broker commission assessed when members sell or exchange units among themselves.

8. A member can be expelled only with the concurrence of two-thirds of the total membership.

ARTICLE IV

PROCEDURE:

1. Meetings

A. Regular meetings shall be held once a month IAW the SOP or at a time and place decided at the preceding meeting.

B. Special meetings may be called by the President upon notice to the members.

C. A time, date, and location shall be set at the May meeting for the annual dinner meeting. The President shall present the annual report and installation of incoming officers shall take place at the annual dinner meeting.

2. Operation

A. If a member is absent from two consecutive meetings without prior notification to one of the members, the President shall investigate the delinquent member’s status and recommend action to the club. If a member is habitually absent, the President shall investigate the delinquent member’s status and recommend action to the club.

B. Delinquent dues are defined as dues not being in the Treasurer’s hands by noon of the day following the meeting when the dues should have been paid. Members delinquent in dues shall be subject to an automatic fine as stated in the SOP.

C. An audit report shall be submitted in writing by the audit committee; this committee will include three members appointed by the outgoing president. The committee will report to the members the results of their audit no later than the July meeting.

D. Proposed amendments to these By-laws shall be presented in writing at a regular meeting. At the next regular meeting, the proposed amendments shall be voted on. At least 3/4 of the active members must approve the proposed amendment for the change to take effect.

E. Requirements for conduct of business: Decisions regarding the management, conduct and investments of the partnership can be made only after the scheduled starting time of the meeting and when the necessary number of capital accounts are represented per paragraph (1) below. If this criteria is not reached by 30 minutes after the scheduled starting time, then decisions other than investment decisions can be made if a quorum of members is present per paragraph (2) below. Investment voting actions carry only when the total units voted for the action equal the “units-for-action” value defined in Standard Operating Procedures, Voting Section.

(1) Majority of Capital Accounts - Defined to be at least 4 active members present.

(2) Quorum of Members - Defined to be 4 or more active members present.