MILLENNIUM BUCKS

OPERATING PROCEDURES OF THE MILLENNIUM BUCKS INVESTMENT CLUB

1. FORMATION OF PARTNERSHIP

Refer to Partnership Agreement.

2. NAME OF PARTNERSHIP

Refer to Partnership Agreement.

3. TERM

Refer to Partnership Agreement.

4. PURPOSE

To benefit partners, educationally and financially, by investing in securities, while employing fundamental principles and techniques of sound investment practices and while sharing club duties and responsibilities among all members.

5. MEETINGS

a. Regular meetings of the Partnership shall be held on the 3^rd Thursday of every month. Meetings may be cancelled or rescheduled by a majority vote of all partners present in a quorum at a given meeting.

b. Time of meeting shall be from 7:00 to 9:00 p.m.

c. In the month of February, the annual meeting shall be held in conjunction with the regular business meeting at which time new officers will be elected and a full and complete annual accounting of the financial condition of the Partnership shall be made to the partners.

d. Special meetings may be called at any time by the Presiding Partner. Also, any three (3) partners may request a special meeting through the Presiding Partner, in writing. In all cases, special meetings shall be limited to the stated purpose which must be communicated in advance to all partners.

e. There must be a quorum present at any regular or special meeting in order for Partnership business to be conducted. A quorum shall be equal to or greater than 50% of the members in the partnership. A simple majority is needed to approve any partnership business not otherwise specified in the Operating Procedures herein.

f. A simple majority of the partnership shall be present at any regular, special, or annual meeting before the election of officers, amendments to the Partnership Agreement or the Operating Procedures can commence. Any amendments to the Operating Procedures or the Partnership Agreement shall be decided by a 2/3 majority vote of the members present.

g. Each member shall have votes equal to their capital accounts.

h. A partner who fails to attend three (3) consecutive regular meetings and is not excused by the Presiding Partner from attending any such meetings, or six (6) meetings in any twelve (12) month period, will be considered for termination.

6. CONTRIBUTIONS

a. Payments are due the day of the meeting. Payments can be mailed to

The treasurer and should be received by the Tuesday after the meeting. If a payment is not received by the Thursday after the meeting, a $5.00 fine is imposed.

b. The investment amount received from each partner shall be $30.00 and an annual administrative fee of $30.00 due at the annual meeting in February. Any late fines will be added to the administrative fund.

c. Any partner who fails to make contributions to capital when they become due and payable, and who shall continue in default in the payment of such assessments for a period if sixty (60) days, shall, at the expiration of said (60) days, be given notice by registered mail of this delinquency by the Financial Partner and if all delinquent payments are not paid within fifteen (15) days from the date of mailing notice of delinquency, then said partner shall be automatically dropped from the partnership rolls.

d. A withdrawal fee of $10.00 will be imposed for any withdrawal.

7. VALUATION

The closing stock exchange prices the day before each monthly meeting shall be used to

Determine the liquidating value of the club

8. CAPITAL ACCOUNTS

Refer to Partnership Agreement

9. MANAGEMENT

a. Refer to Partnership Agreement

b. Voting to expel a partner from the Partnership shall be decided by a 2/3 majority vote of the partners present in a quorum required for such purpose.

c. Voting to relieve a partner of her/his duties shall be decided by a 2/3 majority vote of the partners present in a quorum required for such purpose.

d. All voting to elect officers, to admit new partners, to expel partners or to relieve officers of duties shall be conducted by secret ballot.

e. For any other voting, a secret ballot may be called for by any one partner of the Partnership except for buying and selling of stock.

10. SHARING OF PROFITS AND LOSSES

Refer to Partnership Agreement

11. BOOK OF ACCOUNT

Shall be a complete set of accounts consisting of assets, liabilities, individual Partnership accounts, appropriate revenue and expense accounts, using double entry accounting system as prescribed in the NAIC Accounting Manual.

12. ANNUAL ACCOUNTING

a. The annual accounting shall take place in February at the annual meeting, for the preceding year.

b. All financial transactions shall be reviewed by a Partnership Audit Committee annually.

13. BANK ACCOUNT

All checks must be signed by the Financial Partner unless the check amount exceeds $500.00. All checks in excess of $500.00 will require written authorization signed by two additional partners.

14. BROKER ACCOUNT

a. All securities shall be purchased in the name of the partnership.

b. All securities shall be kept in the Partnership safe deposit box or with the broker.

c. The Presiding Partner and the Assistant Presiding Partner shall be the custodian of all securities.

15. NO COMPENSATION

Refer to the Partnership Agreement.

16. ADDITIONAL PARTNERS

a. maximum of 25 partners form the partnership.

b. A prospective partner must attend three (3) meetings as an observer. Membership must be requested in writing and may be submitted no earlier than at the third meeting that the candidate attends as an observer. At the end of the meeting at which the request is submitted, the prospective member will be excused from the meeting and the regular members will stay for an extra 15 minutes in order to vote on the membership request.

c. A unanimous vote of membership present in a quorum shall be required for admittance of a new partner.

d. All new partners are required to contribute a $30.00 administration fee. A new partner has two (2) options for capital contribution which is due at their first regular meeting 1) begin monthly contribution with their first regular meeting or 2) pay for the three meetings attended as an observer in addition to their first regular meeting contribution (4 months total).

e. Married partners may be admitted as one member. They are entitled to one vote total.

f. Prospective members must be sponsored/mentored by an existing member who is responsible for bringing them up to date and guiding them through the SSG and all other club matters

g. Any member who wishes to invite a prospective new member to a meeting shall notify the Presiding Partner to the candidate’s first attendance as an observer.

17. VOLUNTARY TERMINATION

Refer to Partnership Agreement.

18. WITHDRAWAL OF A PARTNER

Refer to Partnership Agreement

19. death or incapacity OF A PARTNER

Refer to Partnership Agreement

20. TERMS OF PAYMENT

a. Refer to Partnership Agreement

21. DUTIES OF PARTNERS

PRESIDING PARTNER

a. Shall preside at all regular and special meetings of the Partnership and oversee all Partnership activities

b. Shall ensure that all resolutions passed by the Partnership are carried out.

c. Shall appoint members to the Audit Committee.

d. Shall coordinate the research activities of the Partnership of which all partners are part.

e. Shall prepare agenda or direct Recording Partner to prepare.

Assistant Presiding Partner

a. Shall take the place of the Presiding Partner when the Presiding Partner is absent or incapacitated.

b. Shall coordinate the portfolio management function of the partnership for which all partners are responsible.

c. Shall keep a file of all stock selection reports made by the partners.

d. Shall coordinate the education program of the Partnership.

RECORDING PARTNER

a. Shall keep minutes of all regular and special meetings of the Partnership.

b. Shall notify partners of all regular and special meetings of the Partnership.

c. Shall keep a record of attendance of all regular and special meetings of the Partnership.

d. Shall prepare agenda for all regular and special meetings of the Partnership as directed by the Presiding Partner.

e. Shall direct somebody to take their place in their absence.

FINANCIAL PARTNER

a. Shall maintain a complete set of books.

b. Shall prepare and present a monthly statement of liquidating value at regular and special Partnership meetings.

c. Shall prepare the Partnership Tax Information Return and notify all partners of their tax liability on the appropriate IRS form.

d. Shall receive and deposit all receipts into the Partnership checking account and make most disbursements from the Partnership checking account.

e. Shall sign/countersign some checks issued against from the Partnership checking account.

f. Shall prepare and present monthly bank reconciliation at regular and special Partnership meetings.

g. Shall act as agent, placing all buy and sell orders authorized by the partners at regular and special Partnership meetings.

ASSISTANT FINANCIAL PARTNER

a. Shall take the place of the Financial Partner when the Financial Partner is absent or incapacitated.

b. Shall assist the Financial Partner with the Financial Partners duties.

SOCIAL/EVENT PARTNER

a. Shall coordinate social activities of the Partnership.

b. Shall plan special events for the Partnership.

PARTNER

a. Shall pay monthly assessments in a timely manner.

b. Shall attend Partnership meetings on a regular basis.

c. Shall, from time to time, serve on the Partnership Audit Committee.

d. Shall participate in the stock selection and the portfolio maintenance functions of the Partnership.

e. Shall participate in the Partnership education and research activities.

e. Shall purchase the NAIC manual “Starting and Running a Profitable Investment Club” and maintain membership in the NAIC.

SIGNATURES OF PARTNERS

_______________________ ________________________ _______________________

Kirk Betteridge Angela Dado Renee’ Deptula

_______________________ ________________________ _______________________

Fissel Robert Charles Fordyce Kent Gay

_______________________ ________________________ _______________________

William Hall Douglas Huffman William Leahy

_______________________ _________________________ ________________________

Brett Lyme John McIntosh Jill McPhillips

_______________________ _________________________ _______________________

Cathy Rufenacht Patrick Shay Angela Swerlein