BY-LAWS

OF

THE WEST PORTAL AVENUE ASSOCIATION

(A California Nonprofit Mutual Benefit Corporation)
__________________________________

1. OFFICES

1.1 The principal office of the West Portal Avenue Association,
herein referred to as the "Association", shall be located in
the city and County of San Francisco, California.

2. PURPOSES AND OBJECTIVES

2.1 This Association is a nonprofit mutual benefit Association
organized under the California Nonprofit Mutual Benefit
Corporation Law. The purpose of this Association is to engage
in any lawful act or activity for which an Association may be
organized under such law, including the promotion,
preservation and enhancement of the business community within
the geographic boundaries established by this Association.

3. BOUNDARIES

3.1 The boundaries of the Association shall be as per attached map.

4. MEMBERS

4.1 There shall be three classes of members: Regular, Associate
and Honorary.

4.1.1 Regular members: Any person who conducts or manages a
business or profession irrespective of form, with a business
or office withing the boundaries outlined pursuant to Article
entitled "Boundaries", and any person who rents or leases
property to merchants or professionals but not exclusively
for living purposes, is eligible for membership in the
Association. Each person, firm or corporation who owns or
which rents or leases property within the boundaries
established in business is eligible for membership in the
Association and shall designate one person to act on his
behalf and exercise the rights and principles of his
membership.

4.1.2 Application for regular membership shall be submitted to the
Association along with payment of annual dues. Acceptance
of membership shall be by majority vote of the Association
members or by Board of Directors.

4.1.3 Associate members: Partners, employees and/or persons in the
immediate family of a member (i.e. husband, wife,
children) may become Associate member by payment of annual
dues.

4.1.4 Honorary members: Honorary members may be bestowed by the
Board of Directors on persons who are not eligible for
active membership for meritous services to the West Portal
Avenue Association. Honorary members shall not be required
to pay dues.

4.1.5 If desired, the Association may create other classes of
members (residential, affiliate {retired}), who may or may
not be given voting rites.

5. MEMBERSHIP

5.1 Regular meetings of the Association shall be held not less
than annually. Notice of such meetings shall be given to each
member as determined by resolution of the Board of Directors.

5.2 Special meetings of the Association may be called by the
President, any two officers of the Association or any 20
members. Notice of such special meetings shall be given to
each member a minimum of 10 days in advance of the meeting if
such notice is given by first class mail or seven days if
given by telephone, telegraph or personal delivery.

5.3 Quorum: A quorum for the transaction of business of the
Association shall consist of not less than one-third of the
members in good standing as of the date of the meeting. Any
act done or decision made by a majority of the members present
at a duly held meeting at which a quorum is present shall be
the action of the Association.

5.4 Loss of Quorum: Members present at a duly held
meeting of the Association at which a quorum is present, may
continue to transact business until adjournment
notwithstanding the withdrawal of enough members to leave less
than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the members required to
constitute a quorum.

5.5 Absence of Quorum: In the absence of a quorum, any meeting
of members may be adjourned from time to time by the vote of a
majority of the votes of the members present, but no other
business may be transacted except as provided in these By-Laws.

5.6 Action without a meeting and by written ballot: Any action
required or permitted to be taken by the members may be taken
without a meeting, if all members shall individually or
collectively consent in writing to such effect as the
unanimous vote of such members.

6. DUES

6.1 The Board of Directors shall have the power to set the amount
of annual dues for all classes of members.

7. VOTING

7.1 Voting rights of the members: Only regular members or
designated representatives from the member business shall have
the right to vote. Each business entity (irrespective of
form) shall have one vote.

7.2 Voting by proxy is specifically authorized pursuant to the
provisions of the California Corporate Code.

8. TERMINATION OF MEMBERS

8.1 Regular members shall be terminated for nonpayment of dues.
No person shall hold office or vote in the organization until
said person's dues are paid.

8.2 Closing or moving of business from the area may constitute
termination.

8.3 Termination procedures: The Board of Directors shall have the
right to terminate membership for cause by a two-thirds vote
of those present and voting at a duly called meeting at which
a quorum is present. Procedure shall be as set forth in the
California Corporations Code Section 7341 as presently adopted
or subsequently amended.

8.4 Resignation of Members: Any member may resign upon written
notice to the President, Secretary, or Board of Directors or
the office of the Association. Dues paid by the member for
the calendar year will not be refunded.

9. BOARD OF DIRECTORS

9.1 Number: The authorized number of directors shall be no less
than five and no more than fifteen, until and unless such
number is changed by amendment to these By-Laws.

9.2 The Board of Directors shall be composed of the officers and
other appointed members plus other elected at large members.

9.3 Directors must be members of the Association and shall serve
without compensation.

9.4 Any member of the Association desiring to serve on the Board
of Directors may submit his or her name to the Association
Office no later than 15 days prior to the date of election set
by the current Board of Directors.

9.5 Directors shall be elected not more than 30 days prior to the
annual meeting and continuing until their successors are elected and
installed.

9.6 1/3 of the Board of Directors shall be elected to a term of
two years being the candidates receiving the highest number of
votes. All other winning candidates shall serve a term of one year.

9.7 Directors missing three or more consecutive board meetings
may have their directorship terminated by a two-thirds vote of
those present and voting at a duly called board meeting at
which a quorum is present.

10. POWERS

10.1 The activities and affairs of the Association shall be
conducted and all Association powers shall be exercised by or
under the authority of the Board of Directors.

10.2 The general powers of the Board of Directors in meeting
shall include but not be limited to the following:

10.2.1 To elect, appoint or remove officers or to accept
resignations and to prescribe their duties not inconsistent
with these By-Laws, the article of the Association or of the
general law of California; and to require from them security
for faithful performance of duties as deemed necessary; and
to fill vacancies on the Board of Directors.

10.2.2 To make rules, regulations and resolutions not
inconsistent with these By-Laws, the articles of
incorporation or the general law of the State of California

10.2.3 To appoint or terminate appointment of an executive
secretary and such other agents or employees as are deemed
necessary and to delegate to such employees and agents the
tasks and authority as the Board of Directors deems
necessary in the management of the affairs of the Association
or to accomplish it's aims and purposes.

10.2.4 To change the location of the principal office for
transaction of business of the Association withing the City
and County of San Francisco, State of California, and
designate the place in said City and County for holding
meetings of the Board and/or the Association.

11. MEETINGS

11.1 Regular meetings of the Board of Directors shall be held not
less than quarterly, and any place that has been designated
from time to time by the Board of Directors. Notwithstanding
the foregoing provisions of this article, any meeting of the
Board of Directors may be held at any place consented to in
writing by all directors, either before or after the meeting.
All consents so given shall be filed with the minutes of the
meeting. Directors also may participate in a meeting of the
Board of Directors through use of a conference call telephone
or similar communications equipment so long as all Directors
participating in such meeting can hear one another and all
such directors shall be deemed to be present in persona at
such a meeting.

11.2 Special Meetings of the Board of Directors may be called by
the President, any two officers or any five members of the
Board. Notice of such special meetings shall be given to each
Director a minimum of four days in advance of the meeting if
such notice is given by first class mail and may be given a
minimum of 48 hours in advance of the meeting if delivered
personally or by telephone or telegraph.

11.3 Quorum: A quorum for the transaction of business shall
consist of not less than 1/3 of the duly elected directors in
the office.

11.4 Action without a meeting: Any action required or permitted
to be taken by the Board of Directors at a meeting of the
Board may be taken without a meeting if all members of the
Board, individually or collectively, consent in writing to
such action which shall have the force of unanimous vote.

11.5 Loss of Quorum: The directors present at a duly called or
held meeting of the Board of Directors at which a quorum is
present may continue to transact business until adjournment
notwithstanding the withdrawal of enough directors to leave
less than a quorum if any action taken (other than
adjournment) is approved by at least a majority of the
directors required to constitute a quorum.

11.6 Absence of a Quorum: In the absence of a quorum, any
meeting of the Board of Directors may be adjourned from time
to time by the vote of a majority of the directors represented
but no other business may be transacted except as provided in
these By-Laws.

12. OFFICERS

12.1 Names: The officers of this Association shall be a
President, one or more Vice-Presidents, and a Treasurer. No
one person shall concurrently serve as both President and
Treasurer.

12.2 Selection and Term: Officers shall be selected annually by a
majority vote of the members of the Board of Directors present
and voting at the first meeting of the Board of Directors.
Officers shall be members of the Association and serve without
compensation. Officers shall serve from the date of election
until their successors are duly elected.

12.3 Any member of the Board of Directors can serve as an officer
of the Association. However, the President must have served
at least one year as a member of the Board of Directors to be
eligible to serve as President.

12.4 Duties of Officers:

12.4.1 The President shall preside at all meetings of the Board
of Directors and the Association. The President shall have
and exercise general charge and supervision of the affairs
of the Association and shall do and perform such other
duties as may be assigned to him or her by the Board of
Directors or the Association.

12.4.2 The Vice Presidents: At the request of the President or in
the event of his or her absence or disability, the Vice
President (s) shall perform the duties and possess and
exercise the powers of the President and to the extent
authorized by law, the Vice President (s) shall have such
other powers as the Board of Directors may determine and
shall perform such other duties as may be assigned
him/her/them by the Board of Directors of the Association.

12.4.3 The Treasurer shall have custody of all funds and
securities of the Association, subject to such regulations
as may be imposed by the Board of Directors. The Treasurer
may endorse on behalf of the Association for collection
checks, notes and other obligations and shall deposit the
same to the credit of the Association at such bank or banks
or depository as the Board of Directors may designate, or
cause such funds to be endorsed and deposited. She/he shall
make such payments as may be necessary or proper to be made
on behalf of the Association or cause such payments to be
made. She/he shall enter regularly on the books of the
Association or cause such books to be kept to provide full
and accurate accounts of all obligations received and
paid or incurred by him or her for or on obligations
received and paid or incurred by him or her for or on
account of the Association and shall exhibit such books at
all reasonable times to any director. She/he shall in general
perform all the duties incident to the office of chief
financial officer, subject to the control of the Board of
Directors.

12A. COMMITTEES

12A.1 The President and/or the Board of Directors may create
such committees as they deem necessary to facilitate the
operation of the Association. Any such committee that shall
have the authority of the Board of Directors shall be
created and conducted in accordance with the provisions of
the California Nonprofit Mutual Benefit Corporation Law
(Section 7212).

12A.2 Committee members shall be appointed by the President and
shall serve for a year or until their replacement and
successors are appointed. A quorum for the transaction of
business shall constitute a majority of the members of the
Committee.

12A.3 The President shall serve ex-officio on all committees.

13. ANNUAL REPORT

13.1 The Association shall prepare an annual report, unless
exempted by California Law, no later than 120 days after the
close of it's fiscal year which shall contain in appropriate
detail the following:

13.1.1 A balance sheet as of the end of such fiscal year and an
income statement and statement of changes in financial
position for such fiscal year.

13.1.2 Any information required by the California Nonprofit
Mutual Benefit Corporation Code.

13.1.3 A statement of the place where the names and addresses of
the current members are located.

13.1.4 The report required by this article shall be accompanied
by any report thereon of independent accountants, or if
there is no such report, the certificate of an authorized
officer of the Association that such statements were
prepared without audit from the books and records of the
Association.

13.1.5 Each member shall have the right to receive a financial
report. Upon written request of a member, the Treasurer of
the Association shall promptly cause the most recent annual
report to be sent to the requesting member.

14. MAINTENANCE AND INSPECTION OF CORPORATE RECORDS

14.1 The Association shall keep adequate and correct books and
records of account and minutes of the proceedings of the
Association, the Board of Directors and committees of the
Association. The accounting books, records, and minutes of
the proceedings of the Association, the Board and committees
shall be kept at such place or places designated by the Board
of Directors, or, in the absence of such designation, at the
principal office of the Association.

14.2 Every member shall have the right at any reasonable time
during business hours, to inspect all books, records and
documents of every kind and the physical properties of the
Association.

14.3 Any inspection provided for under this article may be made
in person or by an agent or attorney duly authorized in
writing and shall include the right to copy and make extracts.

15. SIGNATURES

15.1 The President shall determine the method and designate the
signatory officer or officers or other person or persons, to
execute any corporate instrument or document, or to sign the
corporation's name without limitation, except where otherwise
specifically determined by the Board of Directors or
otherwise required by law, formal contracts of the
Corporation promissory notes, deeds of trust, mortgages and
other evidences of indebtedness of the Corporation, and other
corporate instruments or documents, and certificates of
shares of stock owned by the Corporation, shall be executed,
signed or endorsed by the President of the Corporation and by
the Secretary or Treasurer.

16. PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

16.1 No director, officer, employee, member of a committee,
persons connected with the Corporation, or any other private
individual shall receive at any time any of the net earnings
or pecuniary profits from the operation of the Corporation;
provided, that this shall not prevent the payment to any such
person of such reasonable compensation for services to or for
the Corporation in effecting any of it's purposes as shall be
entitled to share in distribution of any of the corporation's
assets upon dissolution of the Corporation.

17. INDEMNIFICATION

17.1 The Corporation shall have the power to indemnify any agent
of the corporation to the full extent allowed, and within the
limitations imposed, by the California Nonprofit Public
Benefit Corporation Law.

18. AMENDMENT

18.1 These By-Laws may be amended by majority vote of the Board
of Directors present and voting at a duly held meeting at
which a quorum is present, provided that the proposed
amendment has been included in the notice of the meeting at
which such action to amend is proposed to be taken, and
provided that such amendment does not change items which may
only be changed by the action of members.

18.2 Action of the Association members is required to amend the
By-Laws if the By-Law would:

18.2.1 Change the authorized number of directors.

18.2.2 Increase the terms of directors.

18.2.3 Allow directors to fill a board vacancy caused by removal
if present By-Laws do not give the directors that power.

18.2.4 Alter quorum requirements for member meetings.

18.2.5 Repeal, restrict, create or expand proxy rights of
members.

18.2.6 Amend or repeal a provision of cumulative voting rights of
members.

18.3 If an amendment requires vote by members, said amendment
shall be mailed to the membership at least 10 days in advance
of the meeting at which such action to amend is proposed to
be taken. The By-Laws may be amended at that meeting by a
majority vote of the members present and voting, provided a
quorum is present.


The undersigned, Secretary of the Association, hereby certifies that the
foregoing is a true and correct copy of the By-Laws of the Association
adopted as of February 4, 1999, by the Board of Directors of the Association

Dated: February, 25, 1999

Mary Christian
Executive Secretary