1. NAME The name of the organization is TACOMA OSBORNE GROUP.

2. OFFICES When the membership and resources become sufficiently large to support a permanent office, a principal office may be established by a vote of the mem- bers of TACOMA OSBORNE GROUP. Until that time, the permanent mailing address of the TACOMA OSBORNE GROUP shall be the mailing address of the incumbent Presi- dent.

3. PURPOSES

3.1 The TACOMA OSBORNE GROUP is organized exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

3.2 Specifically this organization is established to:

a. provide a forum for commmunicating ideas, resolving problems and increasing the effectiveness of users and owners of microcomputers in general, and Osborne brand computers in particular, their related software and peripher- al equipment;

b. educate the public concerning the advantages and disadvantages of microcomputers;

c. encourage the creation, modification, maintenance, duplication and distribution of public domain software by members of the organization.

3.3 The organization shall not, except to an insubstantial degree, engage in any activities that are not in furtherance of the purposes stated in this section.

3.4 No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except during a year for which the organization has filed an election pursuant to Section 501(h) of the Internal Revenue Code of 1954, as amended, in which case the organization may engage in such activities to the extent allowed by such provision, except that in no case may the organization participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

4. DEDICATION OF ASSETS

4.1 The properties and assets of this nonprofit organization are irrevocably dedicated to charitable, scientific and educational purposes. No part of the net earnings, properties or assets of the organization, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or trustee of this organization, except as reasonable compensation for services rendered. 4.2 Upon the dissolution of the organization, the board of trustees shall, after paying or making provision for the payment of all liabilities of the organization, dispose of all of the assets of the organization to one or more organizations established exclusively for charitable, scientific or educational purposes as shall at the time qualify as exempt organizations under the Inter- nal Revenue Code Section 501(c)(3) (or the corresponding provision of any future United States Internal Revenue Law), as the board of trustees shall determine.

5. MEMBERS

5.1 Categories of membership and dues therefor shall be as defined from, time to time, by a vote of the members of the organization. Any person, group, couple, partnership or organization shall be eligible for membership in the designated categories upon payment of such dues. However, a group, couple or partnership holding a resident membership with voting privileges shall have only one vote in the affairs of the organization.

5.2 The membership of any member shall terminate upon the occurrence of any of the following events:

a. The resignation of the member

b. The failure to pay annual dues within the time set forth by the board of trustees.

c. The determination by the board of trustees or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct governing membership in this organiza- tion.

5.3 No member may transfer, for value, a membership or any right arising from it. All rights of membership cease on the death of a member.

6. MEETINGS OF MEMBERS

6.1 Meetings of the membership shall be held at any place designated by the board of trustees. In the absence of such designation, member's meetings shall be held at the principal executive office of the organization.

6.2 The annual meeting of members shall be held on the first Monday of April of each year at the usual meeting place of the organization unless the board fixes another date and place and so notifies the members.

6.3 A special meeting of the members may be called by any of the following: (i) the board of trustees; (ii) the president or (iii) five percent or more of the membership.

6.4 One quarter of the membership shall constitute a quorum for the transaction of business at a meeting of the members. The members present at any duly called meeting 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.

6.5 Any members' meeting may be adjourned from time to time by the vote of a majority of the members represented either in person or by proxy.

6.6 Notice of a meeting shall be deemed given to any member who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

6.7 Every member, who is eligible to vote, shall have the right to vote either in person or by one or more agents authorized by proxy, signed by the member and filed with the organization. A member may revoke a proxy in writing before the vote is cast pursuant to the proxy or by appearing in person at the meeting to cast the vote.

6.8 Each member, who is eligible to vote, shall be entitled to cast one vote on all matters submitted to a vote of the members.

7. TRUSTEES

7.1 The business and affairs of the organization shall be conducted and all powers shall be exercised by or under the direction of the board of trustees.

7.2 Without prejudice to these general powers, and subject to the same limit ations, the trustees shall have the power to:

a. Select and remove all officers, agents and employees of the organization; prescribe any powers and duties for them that are consistent with law, and with these bylaws; and fix their compensation, if any.

b. Change the principal office from one location to another, and designate any place for the holding of any meeting.

c. Designate the officers who may act as signatories of the organiz ation's accounts.

7.3 The number of trustees shall be five.

7.4 A vacancy in the board of trustees shall be deemed to exist on the occurrence of the following:

a. The death, resignation or removal of a trustee;

b. The declaration by resolution of the board of trustees of a vacancy of the office of a trustee who has been declared of unsound mind by an order of court or convicted of a felony; or

c. The vote of a majority of the entire board of trustees to remove a trustee.

8. OFFICERS

8.1 The officers of the organization shall be the president, a vice president, a secretary and a treasurer. The organization may also have, at the discretion of the board of trustees, such other officers as may be appointed by the presi- dent in accordance with the provisions of Section 8.3 of these bylaws. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as president.

8.2 The officers of the organization, except those appointed in accordance with the provisions of Section 8.3 of these bylaws, shall be chosen by the board of trustees, and each shall serve at the pleasure of the board.

8.3 The board of trustees may appoint, and may authorize the president to appoint, any other officers that the business of the organization may require.

8.4 Any officer may be removed, with or without cause, by the board of trus- tees, at any regular or special meeting of the board.

8.5 Any officer may resign at any time by giving written notice to the organi- zation.

8.6 A vacancy in any office because of death, resignation, removal, disqual ification or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.

8.7 The president shall be the chief executive officer of the organization. The president shall chair all meetings of the board of trustees, and, in the event of a deadlock on the board, shall cast the tie-breaking vote. Subject to the control of the board of trustees, the president shall generally supervise, direct and control the business and officers of the organization, and shall have such other powers and duties as may be prescribed by the board of trustees of this organization.

8.8 The vice president, in the absence or disability of the president, shall perform the duties of the president and, when so acting, shall have all of the powers of and be subject to all of the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as, from time to time, may be prescribed by the board of trustees or the president.

8.9 The secretary shall attend to the following:

a. The secretary/librarian shall have custody of the diskette library, and shall be responsible for keeping it safe and up to date.

b. The secretary shall keep or cause to be kept at the principal office of the organization or such other place as the board of trustees may direct, a book of minutes of all meetings and actions of trustees and committees of trustees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.

c. The secretary shall give, or cause to be given, notice of all meetings of the board of trustees required by the bylaws to be given; shall keep the seal of the organization in safe custody; and shall have such other powers and perform such other duties as may be prescribed by the board of trustees or the bylaws.

8.10 The treasurer shall attend to the following:

a. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and busi- ness transactions of the organization, including accounts of its assets, li- abilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any trustee at all reasonable times.

b. The treasurer shall deposit all money and other valuables in the name of and to the credit of the organization with such depositories as may be desig- nated by the board of trustees; shall disburse the funds of the organization as may be ordered by the board of trustees; shall render to the president and trustees, whenever they request it, an account of all transactions as treasurer and of the financial condition of the organization; and shall have such other powers and perform such other duties as may be prescribed by the board of trustees or the bylaws.

c. If required by the board of trustees, the treasurer shall give the organi- zation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of office and for restoration to the organization of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the treasurer on his death, resignation, retirement or removal from office.

d. No funds shall be disbursed in amounts in excess of $200.00 without two signatures. One signature shall be that of the treasurer and when two are required in accordance with the bylaws, one signature shall be that of the president.

9. RECORDS

9.1 The accounting books, records, articles and bylaws as amended to date and minutes of proceedings of the board of trustees shall be kept at such place or places designated by the board of trustees, or, in the absence of such designa- tion, at the principal office of the organization. The minutes shall be kept in written or typed form or in any other form capable of being converted into written, typed or printed form.

9.2 Every trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the organization. This inspection by a trustee may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of the documents.

10. APPENDIX An Appendix to these bylaws shall be included with, and become a part of these bylaws, with the purpose to provide a place to define and delineate those rules and conditions concerning the operation and administration of the TACOMA OSBORNE GROUP which may change from time to time due to election of new offi- cers, change of the membership fee structure and other similar items. The body of the bylaws, thus remain unchanged, being general in nature, while the Appen- dix may be changed by a vote of the membership as required by changing condi- tions.

11. EFFECTIVE DATE These bylaws shall take effect as of ___________________________,1983.

______________________________ SECRETARY