By-laws of The Security Traders Association of New York, Inc.

Article I -- Qualification for Membership

SECTION 1. (a) Any person regularly engaged or employed as a securities trader and in the investment, security, or banking business for a period of at least one year, whether or not with the same organization currently within the metropolitan area of the City of New York and (b) persons who are not securities traders, the aggregate of whom shall not exceed ten (10%) percent of the total membership of the Corporation, but who are employed by firms, or government, or other non-profit organizations, engaging in the investment, securities or banking business or regulating or advising the securities or trading industry, and whose employment assist, supports or is related to securities trading for a period of at least one year, whether or not with the same organization, currently within the metropolitan area of the City of New York, shall be eligible for membership in the Security Traders Association of New York, Incorporated (the "Corporation")

SECTION 2. A securities trader is a person who regularly makes commitments for or executes orders in securities on behalf of a firm with other dealers, brokers and/or institutions and who has passed and maintains all necessary qualifying examinations

SECTION 3. The Board of Directors may, in its discretion elect any person as Honorary Member, whether or not one is engaged or interested in the investment, security or banking business. The terms "Member" or "Members" wherever used in these By-laws refers to members of the Corporation, but shall not be construed as including Honorary Members or Retired Members.

SECTION 4. If a Member is associated with a firm or corporation that by reason of its business is required to register under the Securities Exchange Act of 1934, it shall be a further requirement for membership that such firm or corporation be registered and in good standing.

SECTION 5. Any Member having reached the age of 55 years or beyond and having been a Member in good standing for a period of 20 years or more, may upon approval of the Board of Directors, become a Retired member. Any Member having served as an Officer or Director of the Corporation may upon approval of the Board become a Retired Member upon the Member's retirement from the industry without restriction as to age or duration of membership. The only dues payable by Retired Members shall be those assessed by the Security Traders Association which shall be collected by the Corporation and transmitted to the Security Traders Association.

SECTION 6. The number of Members of the Corporation shall be unlimited.

SECTION 7. The Board of Directors from time to time may adopt such other qualifications for membership not inconsistent with these By-laws and the prevailing rules and regulations of the Security Traders Association and such self-regulatory organizations which may exercise jurisdiction over the securities industry.

SECTION 8. (a) The membership of any Member who ceases to be engaged or employed as a trader shall automatically terminate at the later of the end of the calendar year in which the change of status takes place or six months following the date of change. The Board of Directors may, however, in its discretion waive this provision to allow any Member to continue membership or reinstate any former Member who again becomes engaged or employed as a trader. Any former Member requesting reinstatement shall make written application thereof to the Secretary.
(b) Any Member in good standing whose membership terminates pursuant to this Section, may become a Member (inactive) upon payment of such dues as are established by the Board of Directors.
(c) Notwithstanding any other provision of these By-laws, any other person may become a Member upon the approval of 80% of the Board of Directors, but the total of such Members not otherwise meeting the qualifications stated in these By-laws shall not exceed one (1%) percent of the membership of the Corporation.

Article II -- Election of Members

SECTION 1. Candidates for membership shall be proposed by a Member in writing addressed to the Secretary. All applications for membership shall be submitted to the Membership Committee and upon its approval or disapproval shall be considered by the Board of Directors. No candidate shall be elected if any two or more Directors shall vote his membership be rejected. A candidate whose application for membership has been rejected shall not be eligible for membership until one year shall have elapsed from the date of such rejection.

SECTION 2. No candidate for membership elected by the Board of Directors shall qualify as a Member until formal notice of election has been transmitted by the Secretary and initiation fees and dues have been paid.

SECTION 3. Any member in good standing with the Security Trader Association may request transfer of membership to the Corporation provided such person is otherwise eligible and approved by the Board of Directors.

SECTION 4. A Member may be expelled for conduct deemed harmful to the interest of the Corporation or inconsistent with the just an equitable principals of trade by a majority vote of the Board of Directors, but the Board shall not expel a Member (i.) until after 10 days notice in writing shall have been given to such Member, (ii.) if a hearing in person before the Board of Directors is requested in writing within the foregoing notice period, such a hearing is held before at least three Directors and, (iii.) any such expulsion is affirmed after due consideration and deliberation by a majority of such Directors.

SECTION 5. A Member may at any time resign from the Corporation by delivering a notice of resignation in writing to the Secretary.

Article III --Initiation Fees and Dues

SECTION 1. Candidates accepted for membership shall pay an initiation fee established by the Board of Directors.

SECTION 2. Members shall pay dues established by the Board of Directors.

SECTION 3. Members' dues are payable on January 1st of each calendar year or upon acceptance for membership during the year. Each Member shall have a one-month grace period in which to pay dues. If dues are not paid within that time, a notice shall be sent to the Member advising that if such dues are not paid within fifteen (15) days following, the Member's name will automatically be dropped from the roster of Members. The Board of Directors may, in its discretion, reinstate any such former Member upon such conditions as it may determine and may impose a fee for reinstatement as it may determine. A request for reinstatement of membership shall be addressed in writing to the Secretary and shall give the reasons therefore.

Article IV -- Meetings of Members

SECTION 1. The annual meeting of Members for the election of Officers, Directors, National Committee Delegates and Alternates and members of the Nominating Committee, and for the transaction of such other business of which notice shall be given in the manner provided in Section 4 of this Article, shall be held on such date within the first five (5) business days of October of each year as shall be determined by a majority of the Board of Directors on or before the immediately preceding January 31st, and Members shall be advised of such determination prior to April 1st of each year, or at such time as may otherwise be directed by a majority of the Board of Directors.

SECTION 2. Special meetings of Members, unless otherwise regulated by statute, may be held at any time pursuant to the notice provided in Section 4, for any lawful purpose, when called by the President or by resolution adopted by the Board of Directors or by written request signed by not less than 25% of the total membership of the Corporation and delivered to the Secretary.

SECTION 3. All meetings of Members shall be held at such time and place within the New York metropolitan area as the notice of meeting shall designate. If a meeting is called for by a majority of the Board of Directors or a majority of the Members it may be held elsewhere.

SECTION 4. Notice of time and place of each meeting of Members setting forth the purpose for which it is to be held shall be in writing and shall be given by mail to each Member not less that ten (10) not more than fifty (50) days before the time fixed for such meeting. Such notice shall be deemed to have been given when posted, its postage prepaid and addressed to each Member at the address set forth in the records of the Corporation.

SECTION 5. Ten (10%) percent of the Members present in person or by proxy shall constitute a quorum for the transaction of business. If a quorum is lacking, the Members present may, from time to time, by the vote of a majority of those present, adjourn the meeting to a date not more than 30 days thereafter.

SECTION 6. At each meeting of Members, every Member present in person or by proxy shall be entitled to one vote. All matters except those for which other provision is expressly made by statute or in these By-laws, which shall properly come before any meeting of Members shall be decided thereat by the vote of a majority of the Members present in person or by proxy.

SECTION 7. The order of business at the annual meeting shall be as follows:

Reading the Minutes of the Last Meeting
Annual Election
Report of Election Tellers
Secretary's Report
Treasurer's Report
Report of Committees
Other Business

Article V -- Officers

SECTION 1. The Officers of the Corporation shall consist of a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer, all of whom shall be Members and shall serve without compensation. The Officers shall be elected at the annual meeting of Members each year and shall hold office for a one-year term beginning November 1st. The President, the First Vice President and the Second Vice President shall not be eligible for immediate re-election to the same office unless such person holding office shall have been appointed to a vacancy for less than a full term, in which event such person shall be eligible for election to a full term. In case there should be a vacancy in the office of President, the First Vice President shall automatically succeed to such office, and in case there should be a vacancy in the office of First Vice President, the Second Vice President shall automatically succeed to such office.

SECTION 2. The President shall preside at all meetings of Members and of the Board of Directors and shall exercise general supervision over the affairs of the Corporation.

SECTION 3. The First Vice President and the Second Vice President shall, in the order named, perform the duties of the President in the President's absence and shall perform such other duties as may be delegated by the Board of Directors.

SECTION 4. The Secretary shall keep the records of the Corporation and shall conduct its correspondence and give notice of all meetings to the Members and to the Board of Directors.

SECTION 5. The Treasurer shall have charge of and keep a record of the funds, properties and the indebtedness of the Corporation. The Treasurer shall, with the approval of the Board of Directors, take all necessary action in connection therewith, including the selection of banks or trust companies in the City of New York to act as custodians of the securities and other property of the Corporation. The Treasurer shall obtain a surety bond covering all Officers if required and in such amount as shall be designated by the Board of Directors.

SECTION 6. The Board of Directors of the Corporation may appoint an Executive Director of the Corporation, from the membership or otherwise, at such compensation and with such powers as may be determined by the Board of Directors in its discretion. Any such Executive Director shall report to the President and shall serve at the will of the Board of Directors.

Article VI -- Directors

SECTION 1. The number of Directors of the Corporation shall be fifteen and will consist of the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer, and the retiring President, unless the latter shall be unwilling or unable to serve, and nine additional Directors elected as provided in Article IV. In the event the retiring President is unwilling or unable to serve, the Board of Directors shall appoint a Member to serve for the one-year term otherwise to be held by the retiring President. Directors shall serve without compensation. No more than one Director shall be a member or employee of the same organization. The foregoing shall not disqualify any previously eligible Director from continuing to serve through the end of a year during with two Directors become employees of the same organization.

SECTION 2. The nine Directors to be elected in addition to the Directors set forth in Section 1 of this Article shall be divided into three classes to be designated Class I, Class II, and Class III; three to be elected each year for a term of office commencing on November 1st following their election at the immediately preceding Annual Meeting and ending on October 31st three years thereafter, or until their successors are elected and are qualified, except as herein provided. The term of office of any Director appointed or elected for less than a full term will expire with the expiration of the terms of office of all Directors on the Class of Directors to which such Director was elected or appointed.

SECTION 3. Upon recommendation by the Executive Committee, the Board of Directors is authorized by the affirmative vote of two-thirds of its members to nominate up to two (2) additional Directors to the Board, who, in the judgment of the Board of Directors, shall possess unique skills, abilities, standing in the community, character and prestige and who can be expected to render a significant contribution to the fulfillment of the responsibilities of the Board and the purposes of the Association. Such individuals shall not be required to be Members of the Association, or to comply with any of the conditions of membership contained in Article 1 - Qualifications for Membership. Such individuals shall stand for election by the Members of the Association at the Annual Meeting for terms of one-year, but may be re-elected from year to year, such terms to commence on November 1st and end on October 31st of the year following their election.

SECTION 4. The Board of Directors is authorized by the affirmative vote of two-thirds of its members to appoint up to two (2) Consultants to the Board, who, in the judgment of the Board of Directors, possess unique skills, abilities, standing in the community, character and prestige, and who can be expected to render a significant contribution to the fulfillment of the purposes of the Association. Such individuals shall not be required to be a Member of the Association or to comply with any of the conditions of Membership contained in Article 1 Qualifications for Membership. Such Consultants shall not have a vote and shall serve at the will of the Board of Directors.

SECTION 5. The Board of Directors shall have full power to conduct the business of the Corporation and to adopt any rule not inconsistent with these By-laws or statute.

SECTION 6. The Board of Directors shall hold ten regular meetings at such times and places as may be determined by the President. Special meeting may be held on notice by the President or by the written request of five Directors addressed to the Secretary. Notice to each Director of the time and place of each regular or special meeting of the Board shall be sent by mail, postage prepaid, fax, or e-mail or, shall be given personally, at least two days before the time fixed for said meeting. A Director failing to attend three consecutive meetings shall thereafter forfeit office unless a majority vote of the remaining Directors shall vote otherwise. A Director may attend meetings via conference call.

SECTION 7. A majority of the total number of Directors then duly elected and qualified (including those elected under this Article VI Section 3), shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is lacking, the Directors present may, from time to time, by a vote of a majority of those present, adjourn the meeting to a date not more than ten days later. All matters, except the election of new Members, and those for which other provision is expressly made by statute or in these By-laws, which shall properly come before any meeting of the Board of Directors at which a quorum is present, shall be decided thereat by a majority of the Directors present.

SECTION 8. A Director may resign at any time by giving written notice of resignation to the Secretary.

SECTION 9. A vacancy in the office of any Officer, Director, Committee Delegate or Alternate may be filled for the unexpired portion of the term of office vacant by the vote of the majority of Directors remaining in office in accordance with the provisions of Article V and Article VIII and except as otherwise provided by these By-laws.

Article VII -- National Committee Delegates

SECTION 1. At the annual meeting of Members each year there shall be elected in the same manner as the election of Directors, National Committee Delegates and Alternates in such numbers as may from time to time be provided by the regulations of the Security Traders Association. The President then in office and the President-elect for the next year shall both be National Committee Delegates. No more than one National Committee Delegate or Alternate shall be a member or employee of the same organization. Officers and Directors shall be eligible to serve in the office of National Committee Delegate or Alternate, in addition to the office otherwise held by such person.

Article VIII -- Nominating Committee

SECTION 1. These shall be a Nominating Committee consisting of six (6) members. The retiring President shall be chairman of the Committee and a member thereof, or if unable or unwilling to serve, the last preceding President able and willing to serve. The additional five (5) members shall be elected at the annual meeting. The five (5) Members receiving the greatest number of votes at the annual meeting shall stand elected and the remaining nominees, in the order that each received the greater number of votes, shall serve as alternates to fill any vacancy occurring in place of the five (5) elected members of the Nominating Committee. If such a vacancy shall occur, the first alternate, and then the next and ensuing alternates as vacancies arise, shall automatically become members of the Nominating Committee. Any vacancy occurring because of the absence of a prior President able and willing to serve shall be filled by a vote of a majority of the Board of Directors. A Member serving on the Nominating Committee shall be ineligible to serve on the Nominating Committee in successive years and shall be ineligible for nomination for any office proposed by the Nominating Committee on which such Member serves.

SECTION 2. It shall be the duty of the Nominating Committee to nominate annually candidates to serve as Officers and Directors, eight to fifteen candidates for the Nominating Committee for the following year, and such number of National Committee Delegates and Alternates as is appropriate under the Charter and By-laws of the Security Traders Association. The Nominating Committee may adopt such rules and regulations not inconsistent with the By-laws as it deems necessary and appropriate for the conduct of its business.

SECTION 3. A Member may not be elected to any office specified in Section 2 of this Article unless at the time of such election such Member has been an active Member in good standing for at least three (3) full consecutive years immediately preceding such election. In addition, a Member may not be elected to serve as a member of the Nominating Committee unless such Member has served for at least an aggregate of three (3) years prior to such election as an Officer, Director and/or member of a standing committee of the Corporation other than the Nominating Committee as designated from time to time pursuant to Article IX. The Nominating Committee may in its discretion waive the requirements of this Section upon a showing of good cause.

SECTION 4. It shall be the duty of the Nominating Committee to interview and pass upon the qualifications of candidates for elective office of the Corporation. Any Member who desires to be considered by the Nominating Committee for any such elective office shall present to the Nominating Committee, in writing, in such form as the Committee may from time to time designate, a statement of intent to seek office containing such information as may assist the Committee in its deliberations. Such statement of intent shall be submitted to the Committee or a designated individual thereof on or before June 15th prior to the date of the annual meeting. The Nominating Committee may invite any eligible member to stand for election for any office on its own initiative. Upon receipt of such written statement of intent, but prior to August 10th of the same year, the Nominating Committee by a quorum of at least four (4) members, shall, at the times and places designated by it, interview candidates from whom written statements of intent have been timely received and who request an interview or are invited by the Committee.

SECTION 5. On or prior to September 1st of each year, the Secretary shall cause to be presented, in writing, by first class mail, postage prepaid, a list of candidates selected by the Nominating Committee to stand for election to the offices designated in Section 2 of this Article and a list of candidates selected by the Board of Directors to stand election to the offices designated in Article IV, Section 3. Nominations for persons other than those selected by the Nominating Committee for the offices designated in Section 2 hereof or by the Board of Directors in Article IV, Section 3, other than Officers, namely the President, the Vice Presidents, the Secretary and the Treasurer, may be made by a petition presented to the Secretary endorsed by ten (10%) percent of the Members and with respect to such Officers, twenty-five (25%) percent of the Members. A Member may endorse only one candidate for nomination to each office of the Corporation and for only the number of Directors to be elected at the annual meeting. All nominations shall close fifteen (15) days prior to the annual meeting. Nominations may not be made at the annual meeting or otherwise than herein set forth.

SECTION 6. Upon the close of nominations, the Secretary shall immediately cause to be sent by first class mail, postage prepaid, to each Member, ballots which shall be identified by each Member's name in such form as may be determined from time to time by the Nominating Committee, including nominees proposed for election by the Nominating Committee and nominees' proposed for election by the Board of Directors. Ballots and proxies for other persons nominated for office permitted under these By-laws may be distributed in the manner and at the cost of the persons doing so. Members shall complete and file their ballots in person or by proxy or by mail or fax at the Office of the Corporation on or prior to the date scheduled for the annual meeting, or if not before then at the place of the annual meeting prior to the transaction of any business. Each ballot must be fully voted and signed in order to be counted.

SECTION 7. In the event that the nominees shall include two or more Members who are members or employees of the same organization and two or more of such Members shall receive such number of votes necessary to elect them to the same office, the member of such organization receiving the highest number of votes for such office shall be elected and the other member or members of that organization shall be automatically disqualified. In the event that the nominees for different offices shall include two or more Members who are members or employees of the same organization and two or more such persons receive such number of votes as are necessary to elect them to office, the Member elected to the highest office of the Corporation shall be elected and the other member or members of that organization shall automatically be disqualified. This provision shall not serve to disqualify Members from becoming candidates for membership on the Nominating Committee or nominees for National Committee Delegate or Alternate. This provision shall not serve to disqualify Members from election to the Board of Directors under Article IV, Section 3 or as Consultants under Article IV, Section 4.

SECTION 8. In the event of a tie vote the Secretary will reopen the polls for a new vote on the contested office upon notice of two days mailed to the Members.

Article IX -- Other Committees

SECTION 1. As soon as possible after the annual meeting of Members, the President-elect shall appoint such special committees as may be deemed desirable and shall be ex-officio a Member of every committee except the Nominating Committee.

SECTION 2. The President shall fill any vacancy that may occur in any committee except the Nominating Committee.

SECTION 3. The Board of Directors shall have the power to define the duties of all committees and shall have the general supervision of their activities, with the exception of the Nominating Committee.

Article X -- Miscellaneous

SECTION 1. All checks, drafts or other orders for the payment of money, notes, acceptances or other evidences of indebtedness issued in the name of the Corporation shall be signed by the President or a Vice President or any Executive Director elected under Article V, Section 6 and countersigned by the Secretary or Treasurer. Endorsement for deposit to the credit of the Corporation in any of its duly authorized depositories may be made by stamped legend or by written endorsements without counter-signature.

SECTION 2. No Officer shall incur any indebtedness or liability in the name or on behalf of the Corporation in excess of $500.00 unless specifically authorized by the Board of Directors.

SECTION 3. The fiscal year of the Corporation shall be September 1st through August 31st.

SECTION 4. The Corporation shall indemnify any of its Directors or Officers made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an action by or in the right of any other corporation or other enterprise which such Director or Officer of the Corporation served, in any capacity, at the request of the Corporation, by reason of the fact that he, his testator or intestate, was a Director or Officer of the Corporation, or served such other corporation or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Director or Officer acted in good faith for a purpose which he reasonably believed to be in or, in the case of service for any other corporation or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of against such person and in favor of the Corporation, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnify for such portion of the settlement or judgment amount and expenses as the court deems proper.

Article XI -- Amendments

SECTION 1. Amendments to these By-laws, or their repeal may be authorized by a vote of two-thirds of the entire Board of Directors, or by two-thirds of a quorum of Members present and voting, provided that notice that an amendment or repeal of these By-laws is proposed shall have been included in the notice of the meeting at which such action is authorized.