is it legal to rewrite our partnersip agreement? If I add
admendments do you leave the original wording and add an
admendment page restating a section?

Carolyn,

There's been plenty of debate over the years about this subject--even within
our own state of Minnesota! The law reads that, if you make changes
(wording; add or subtract members) to your Bylaws, they are suppose to be
resubmitted to the state. We would have to pay the fee to resubmit it, then
we would have to pay the newspaper again to run the public notice. NOBODY
does that!

But in order to "feel safer" we decided a long time ago to leave our
original partnership agreement intact, and simply add addendums as we needed
them. Each addendum is added to the back of our PA, with the date of the
meeting at which it was accepted. We make sure our minutes clearly state
the acceptance as record of fact. We also have a Member Signature Page that
is separate from the original. When someone comes, they sign and date.
When someone departs, we draw one line through it and provide the date of
their final payout. It works for us.

But the one key thing for me is this. The original partnership agreement
set the tone for the entire club. I look at it as our foundation--our holy
grail. We don't want to make too many changes to it, for fear of losing the
original purpose. That's why we keep it very simple, and have operating
procedures that can be changed on a regular basis.

Hopefully, others will chime in with here.

Lynn Ostrem, President
garbagecop@foxinternet.net
Crow River Investment Club
www.bivio.com/crowriver