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Rule 1. CLUB AFFAIRS

The affairs of the club shall be conducted in accordance with the letter and spirit of the Constitution laid down by the founding members. The Constitution may only be changed by agreement of ALL members of the club.

Rule 2. OFFICERS

The affairs of the club shall be managed by three officers, chairperson, honorary treasurer, honorary secretary and the investment committee co-ordinator who shall be elected by a simple majority of members attending the annual general meeting (AGM) of the club. These officers shall RESIGN at the following annual general meeting but shall be eligible for re-election. If an officer should leave the club, die or otherwise be unable to continue to carry out his/her duties, a replacement may be elected at a subsequent ordinary monthly meeting of members. Other officers may be appointed from time to time to cover or assist the three main officers. All members that stand for the above mentioned posts would have to willing to work to the formally adopted job responsibilities that go with each post.

Rule 3. MEETINGS

In each year there shall be held 12 monthly meetings and one annual general meeting, at which all members shall be entitled to be present and vote on all matters.

Dates and venues of meetings may be varied in accordance with a resolution supported by a simple majority of the full current membership of the club, such resolutions and all others must be carried at a meeting where there is a quorum comprising of THREE or more members.

All members shall be given at least 7 days notice of dates and venues of meetings.

A special general meeting may be convened by not less than THREE members for the purposes of resolving special items of club business subject to a written request being submitted to the secretary who will without undue delay then give at least 7 days notice to all members.

Rule 4. MEMBERSHIP

In accordance with the Constitution the membership of the club shall not exceed 20 persons at any time.

Rule 5. ELECTIONS OF NEW MEMBERS

A prospective member has to be introduced by AN EXISTING MEMBER. The proposing member would contact the secretary with the name and the address of the would-be member who send out a new membership pack comprising of i) an application form ii) a questionnaire iii) the current club constitution and rules of procedure iv) current annual & interim report and accounts and v) investment club concepts etc.

If the application form and questionnaire is filled and returned to the secretary, demonstrating the person's serious intent, the secretary should make arrangements in conjunction with the proposing member to invite him or her to a convenient monthly meeting as an observer.

The prospective member, if he or she attends the monthly meeting, would be introduced to existing members of the club and at the end of the meeting would be prompted for their observations by members and asked if they want to join the club.

If the answer is YES, the secretary would ask members if they had any reservations to the proposal. If no serious reservations are raised, the prospective member must be proposed and seconded by two existing members.The successful completion of this process entitles the proposed person the nominal membership rights of AJEE INVESTMENT CLUB.

The club reserves the right to refuse admission to any person without giving a reason.

On admission to the club, a new member shall pay the entry fee(if any) and the first month's subscription. These sums will purchase the new member a number of units calculated according to the club rules and the unit value prevailing at the time of joining.

A prospective member who has successfully fulfilled the process of 5d acquires NOMINAL MEMBERSHIP. Full membership rights are only achieved when the nominal member has:

i) Submitted the filled application form and the Member Finder questionnaire to the secretary by or at the following monthly club meeting (the monthly meeting following the meeting where they received nominal membership rights).

ii) Paid the joining fee and the first month's subscription to the treasurer by or at the following monthly club meeting(i.e. meeting following the achievement of nominal membership rights. (N.B. refer to rule 7a for additional information).

If the processes of 5g are not accomplished by the stipulated deadline without any representation made to the club officers or nominating member about any unforeseen circumstances, the nominal membership will automatically lapse.

Nominal members are not entitled to receive club documentation(i.e. Agenda and previous meeting minutes).

Rule 6. WITHDRAWAL OF MEMBERSHIP

6(1a)

He/she becomes bankrupt or makes any composition or arrangement with any creditors.

6(1b)

If He/she becomes in arrears with the subscriptions for 3 months continuously, the treasurer must automatically inform the general club membership and the next steps of action would be taken in view of the prevailing situation.

6(1c)

If 75% or more of the total membership vote with very good reasons adequately debated and deemed FAIR and REALISTIC that his/her membership should cease.

6(2)

If a member should die or cease to be a member for any reason, the club shall pay to the member or persons entitled by law an amount equal to the former member's share in the assets of the club as defined in Rule 11.

Rule 7. JOINING FEE

All members will pay a joining fee of ......... Pounds Sterling which will rank on par with monthly subscriptions in that it will purchase for that member an appropriate number of units according to the unit value at the time of joining. Under special circumstances to be determined by the club members, A new member can be given the option to pay their joining fee in two equal instalments over two consecutive months, the joining month inclusive.

This fee may be varied at the club's annual general meeting or at a special general meeting called in accordance with Rule 3d and subject to agreement of not less than 75% of the full club membership.

Rule 8. SUBSCRIPTIONS

A subscription of ....... Pounds Sterling per calendar month shall be paid into the club's bank/building society account by all members on or before the last MONDAY of each month by DIRECT DEBIT to the club's account or the alternative bank cheque payment, the cheque given to the treasurer.

Each member's subscription will purchase for that member an appropriate number of units according to the unit value declared at the monthly meeting preceding the date when the subscription was paid, subject to club brokerage if such should be in force at that time.

The treasurer shall notify members at their monthly meeting if any member is in arrears.

The monthly subscription and the level of the club brokerage may be varied at the club's annual general meeting called in accordance with Rule 3(d) and subject to agreement of not less than 75% of the full membership.

Rule 9. CAPITAL ACCOUNT

The club's assets shall be valued monthly by the treasurer on the LAST CALENDAR day of the month and a report shall be presented at the following month's meeting. The value of investments shall be based on "middle" closing prices recorded in the Financial Times or other reliable source of stockmarket information on the last working day of the month.

The treasurer's monthly report shall include: the current value of the club's investments together with a total value of such investments, a statement of unpaid accounts and cash in hand on the aforesaid day; the total value of the club's assets and the current unit value which is determined BY DIVIDING THE TOTAL VALUE BY THE TOTAL NUMBER OF UNITS ISSUED TO MEMBERS.

Rule 10. MEMBER'S ACCOUNTS

An account shall be kept for each member of the club showing: the total investment made by each member by means of subscription, joining fee or additional purchase of units; the total of withdrawals made by each member who has sold back units to the club or members; the total number of units currently held by the member and the current value of his/her holding

Rule 11. MEMBERS LEAVING THE CLUB

11a

Resignations from membership must be submitted in writing to the chairperson, treasurer or secretary not less than 7 days before the monthly meeting at which the resignation is to take effect.

11b

Members leaving the club, whether by resignation or as a result of termination of membership under Rule 6, shall sell back to the club their entire holding of units subject to a BROKERAGE TAX of 7% .

11c

The amount to be paid to a member leaving the club shall be calculated by multiplying the total number of units held by the member by the unit value declared by the treasurer at the club meeting at which the resignation became effective, subject to any deductions that might be incurred by the club (i.e. interest on borrowing costs, bank charges etc.) in connection with the withdrawal of the member. Any surplus cash held to the member's credit would be added.

11d

Payment to the member who left the club shall not EXCEED 90 DAYS from the date the resignation became effective.

Rule 12. SELLING BACK UNITS

12a

Members can't at any time SELL MORE THAN 20% OF THEIR ASSETS SUBJECT TO REVIEW.

12b

A CLUB BROKERAGE TAX should be levied by the club treasurer totaling 5% of the monetary value of units for sale to be shared equally by the buyer and seller if an agreement has been reached privately between the vendor and the purchaser(s). If the vendor is selling the units back to the club, they would bear the full 5% brokerage cost.

12c

NO PRIORITY in terms of individual club members or the club itself on sale choice.

Rule 13. PURCHASE OF ADDITIONAL UNITS

13a

A member wishing to purchase additional units shall give notice of this intention at any monthly meeting of the club stating the cash amount he/she wishes to invest. Providing that the transaction is approved by a simple majority of members at the meeting, the member will be required to give the treasurer a cheque for the full amount of the additional investment.

13b

Once this payment has been made to this treasurer, the member may not rescind this decision or vary the amount.

13c

The additional investment made by the member shall be treated in the same manner as subscriptions in that it will purchase the appropriate number of units based on the unit value declared by the treasurer at the meeting in which was received, subject to club brokerage if such was in force at that time.

Rule 14. RUNNING COSTS

No member of the club shall be compensated for providing services to the club. Expenses incurred in managing the club shall be recorded in the club's cash account which shall be funded from the club's subscription and other income. The treasurer shall maintain a full and accurate record of all expenditure to submit to the auditors annually.

Rule 15. BANKING

15a

The club's bankers/building society shall be determined annually at the annual general meeting but may be changed by agreement of a majority of members at a special general meeting called in accordance with Rule 3.

15b

All cheques drawn on the club's account(s) shall require any TWO OF THREE AUTHORISED SIGNATURES. Where possible one of the signatories of cheques should be the chairperson. In the event of one authorised signatory being unavailable for an extended period, the officers of the club may authorise a further signatory for the period involved. All income shall be paid direct into the club's bank/building society account(s) except where members have approved an arrangement whereby their stockbroker retails funds from the sale of one or more investments pending the purchase of other investments.

Rule 16. TRUSTEES

THREE members are entitled to be trustees of the club's investments on a rota basis subject to review when necessary. The club holdings are held in a nominee account on trust by the club's stockbrokers. THREE members are also appointed to be the trustees of the club's Traded Options account.

Rule 17. AMENDMENTS OF RULES

The rules of the club may be amended or rescinded at a properly called and constituted general meeting of the club subject to ITEM 3 of the constitution of the club. Whatever the changes to be considered, they should not result in any member being deprived of his/her equitable share in the assets of the club or be contrary to the spirit or letter of the club's constitution.

Rule 18. MINUTES

Minutes of the club meetings shall be kept and shall be available for inspection by any member of the club at any reasonable time.

Rule 19. DISPUTES

Any disputes relating to the valuation of a member's share in the assets of the club or his/her entitlement to that share shall be decided by a chartered accountant or any other suitable person(s) depending on the appropriateness of the situation. The decision reached would be FINAL. Fees incurred in obtaining this decision shall be paid by the party to the dispute against whom the decision is made, or in the case of this not being clear the fees shall be shared between the club and the member or ex-member concerned.

Rule 20. INVESTMENT COMMITTEE

The club has an investment committee to articulate and research investment proposals and strategies for the club in general. The committee is run and organised by the elected investment committee co-ordinator. The committee membership is open to all members of the club and all members are welcome to all meetings.

Rule 21. WINDING UP

The club shall be wound up and all assets divided among members (after payment of club expenses) in accordance with the number of units held by each member if a resolution to that effect is passed by at least 75% of the members at a general meeting of the club.

Rule 22. TRADED OPTIONS

The club formally endoses the investment in Traded Options and has a formally appointed trusteeship of three members to be accountable for the responisbility of club's traded option account.

Rule 23. CLUB MEETING LATENESS FINES SYSTEM

The club has a lateness fine system in place to deal with the problem of punctuality in attending the club's monthly and other related meetings. THE SYSTEM FINES ANY LATE CLUB MEMBER THE SUM OF £1.00 FOR EVERY THIRTY MINUTE TIME RANGE STARTING FROM 2.30PM ( i.e. the start time for monthly club meetings ) and pre-meeting indications of lateness must be conveyed to the meeting ideally by a punctual club member to warrant a maximum of thirty minutes grace ( i.e. fine wavered up to 3.00 PM ). The secretary is to oversee the administration of the fine system in terms of documention when club members arrive after 2.30PM at every meeting and apportion the appropriate fines. A monthly report must be presented to the treasurer for the fines to be collected. The fines tariff must be indicated on every monthly agenda sent out.

Rule 24. LATE PAYMENT OF MONTHLY SUBSCRIPTIONS FINES SYSTEM

The subscription due for any MONTH MUST BE PAID BY OR ON THE THIRD SUBSEQUENT CLUB MONTHLY MEETING DATE TO THE TREASURER. Failure to meet this deadline would automatically trigger a payment of a fine which would be 10% OF THE CURRENT MONTHLY SUBSCRIPTION FOR EVERY FURTHER TIME FRAME ( i.e. the time between monthly meetings ) LAPSED UNTIL THE SUBSCRIPTION IN QUESTION IS PAID. It is the primary responsibility of each club member to pay their subscriptions within the fine-free time frame allowed to reduce the chance of paying the fines as stated above. If in doubt about this arrangement, please don't hesitate to contact the treasurer or the secretary for further clarification.

Rule 25. PRESENTATION OF INVESTMENT RESEARCH

Each member must present a minimum of two investment proposals during the course of a time period of twelve months. The start of the time period of twelve months would be determined by the club as deemed appropriate and the investment proposals must be in accordance to the investment research presentation protocols agreed by the club. NON-COMPLIANCE WITH THIS RULE WOULD LEAD TO A FINE OF A MONTH'S SUBSCRIPTION FOR EACH INVESTMENT RESEARCH PRESENTATION NOT CARRIED OUT DURING THE STIPULATED TIME PERIOD.

Rule 26. NOMINAL MEMBERSHIP

The club would grant nominal membership to any club member without query. Nominal membership would grant the member in question an exemption from paying all outstanding and future subscription responsibilities forever until they decide to return to full membership status subject to the following conditions

1. A formal request must be made to the treasurer to take effect at a current monthly meeting or the next one.

2. Agrees to pay within a month (i.e. by or at the next monthly meeting date) the total outstanding fines and/or penalties in a lump sum in cash or agrees to pay the total outstanding fines and/or penalties in a lump sum by having the club deduct the equivalent amount in units from his/her current club assets at the unit value at the time of when the request is considered (i.e. see item 1). The deducted units should be distributed equally to the remaining club members with full membership rights at the time of consideration.

3. If a member agrees to take the cash option and the treasurer doesn't receive the cheque to cover the total outstanding fines and/or penalties in a lump sum by or at the next monthly meeting date, the treasurer would automatically deduct the equivalent amount in units from his/her current club assets at the unit value valid at the meeting date in consideration. The deducted units should be distributed equally to the remaining club members with full membership rights at the time of consideration.

4. If a club member has no outstanding fines and /or penalties, the request should go ahead without any query.

5. The nominal membership status due to the conditions above means the club member in question must maintain nominal membership status for a minimum of three months. During the nominal membership period, the club member in question will not entitled to receive regular club documentation (i.e. monthly meeting minutes etc.) and will not be entitled to vote on matters at meetings. The club member would still be expected to meet their investment research presentation responsibilities under the same conditions as full members.

6. When a nominal club member decides to reinstate their full membership status of the club, they would have to do so on the condition that they pay in cash, within a period of two consecutive months, a reinstatement tax equivalent of 20% of the total of all the nominal subscriptions missed (i.e. subscriptions due during nominal membership status).

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