Articles of Association for El Toro Investment Club

ARTICLES OF ASSOCIATION 1. Formation of Association. The undersigned hereby form a cooperative association in accordance with the laws of the State of California. The name of the association shall be El Toro Investment Club. The association is formed for the purpose of educating the members in securities evaluation and for investment through periodic contributions by the members for their mutual benefit.

2. Term. The association shall commence on the date these Articles are executed by the founding members and shall continue for a time not limited by these Articles until dissolved as hereinafter provided.

3. Meetings. The members of the association shall meet not less frequently than monthly at times and places to be determined by the membership.

4. Contributions. Each member shall be required to make a monthly contribution to the association in an amount to be determined by vote of the members.

5. Officers. At the initial meeting of the members, they shall elect officers of the association as follows:

A president who shall preside at all meetings and shall serve as the chief executive officer of the association.
A vice-president who shall perform the duties of president in the absence or incapacity of the president.
A secretary who shall have custody of and maintain the records of the association and shall prepare and maintain written minutes of meetings and decisions taken by the membership.
A treasurer who shall establish and maintain in the name of the association necessary bank depository accounts and shall make monthly reports to the members as to the financial condition of the association. The association by resolution may designate one or more officers, in addition to the treasurer, who may withdraw funds from the association bank accounts. The treasurer shall maintain written accounts of the transactions of the association which shall at all reasonable times be available to any member for examination. Not less than annually, the treasurer shall furnish to each member a full and complete written accounting of the assets and liabilities of the association, and of the capital accounts of each member.

In addition to the above enumerated duties, the officers shall perform such other duties as are commonly associated with their offices or as directed by resolution of the members. The officers shall serve for such terms as may be prescribed by resolution of the membership and until their successors are duly elected and qualified. The members by resolution may require a fidelity bond be secured at association expense covering the fidelity of any officer. Any officer may be removed by 2/3rds vote of the entire membership during her term of office for neglect of her responsibilities or for malfeasance in office.

6. Securities Broker. The members of the association shall by resolution select a securities broker to execute orders placed by the authorized officers of the association. The broker shall not be a member of the association. The members by appropriate resolution shall designate the officer or officers of the association authorized to purchase or sell securities through the broker, and the broker may rely upon such resolution until it is modified, changed or rescinded in writing. Stocks, bonds and securities owned by the association shall be registered in the association name, or in the names of one or more officers as trustees for the association, or may be left with the broker to be held in the "street name" for the account of the association. Any corporation or transfer agent called upon to transfer securities to or from the name of the association or a trustee for the association may rely upon instructions or assignments signed by a designated officer or officers of the association

7. Compensation. No officer or other member shall be compensated for services rendered to the association, however reasonable and necessary association expenses shall be reimbursed by the association.

8. New Members. Additional members may be admitted at any time by unanimous consent of all members. As a condition of membership, all members agree to be bound by the terms of these Articles and by all resolutions adopted or to be adopted by vote of the members.

9. Withdrawal of Members. A member may withdraw from the association at any time. Death or legal incapacity of a member shall be handled in the same manner as a voluntary withdrawal. A withdrawing member shall give written notice to the association's secretary or any other officer. The effective date of such withdrawal shall be as of the next regularly scheduled association meeting. The date for valuation of the withdrawing member's interest shall be the first regular meeting following the meeting at which notice of withdrawal is received. Between receipt of the notice of withdrawal and the subsequent withdrawal valuation date, the other members shall have the option to purchase, in proportion to their capital accounts in the association, the capital account of the withdrawing member. If the other members do not elect to purchase the capital account of the withdrawing member by such valuation date, the association shall use cash on hand or sell sufficient securities to pay the withdrawing member the value of her capital account, less the actual cost of selling sufficient securities to obtain the cash necessary to meet the withdrawal. The withdrawing member shall be paid in cash, but without interest, not later than ninety (90) days after such valuation date.

10. Non-Assignability of Member's Interest. No member may assign, transfer, pledge or hypothecate her membership or capital account, in whole or in part, and any attempt to do so shall be construed as such member's election to withdraw from the association.

11. Quorum, Amendment of Articles, and Dissolution. A quorum for the transaction of business shall be 2/3rds of the membership of the association, and the election of officers and the transaction of other business shall be by a majority of the members present and voting, providing a quorum is present. These Articles of Association may be amended or the association may be dissolved upon a 2/3rds affirmative vote of the entire membership at any regular or special meeting, provided that written notice of the proposed amendment or proposed dissolution has been given to each member at least fourteen (14) days prior to such meeting. On dissolution, all debts and expenses of the association shall first be paid, and the remaining assets of the association shall be distributed to the membership in cash or in kind, or partly in cash and partly in kind, ratably in accordance with the capital accounts of the members.

IN WITNESS WHEREOF, the founding members have executed these Articles of Association the day of February 8, 1995, at Cupertino California.

(All members must sign)

Janice Mead

Dean Ujihara

Dee Dee France