GECCO Investment Club
By-Laws

These BY-LAWS, effective as of September 14, 2004, by and between the Partners of the Greater Evansville Capitalists with Common Objectives.

  1. DEFINITIONS

    1. "GECCO" means the GECCO Investment Club, formed as a General Partnership on April 13, 2000, and more fully described in the Partnership Agreement.

    2. "Partner" or "member of GECCO" shall mean a General Partner of the GECCO Investment Club.

    3. "Active Partner" shall mean a General Partner of the GECCO Investment Club who has fulfilled all requirements for membership as defined in Section III, and as shall be further defined by the Partners, and has not been deemed "inactive" as described below in Section IX, Paragraph I.

  2. OFFICERS

    1. GECCO's officers shall consist of President, Vice-President, Secretary, and Treasurer.

    2. Duties of the Officers will include, but not be limited to, the following:

      1. The PRESIDENT will appoint committees, oversee all GECCO activities unless otherwise indicated, and preside over all GECCO meetings. The PRESIDENT will have the power to create and conduct an agenda for all meetings and may enforce or waive formalities of such an agenda. The PRESIDENT will have the power to recommend disciplinary action to any Partner who, in the opinion of a member of GECCO, is considered to have acted contrary to the provisions of these By Laws or has displayed negligence in the performance of duties or expectations.

      2. The VICE-PRESIDENT will assume the duties of the PRESIDENT when absent or unable to serve the office. The VICE-PRESIDENT will be responsible for insuring that GECCO’s educational program is properly conducted. The VICE-PRESIDENT will be responsible for the activities, progress, and reports of all committees that are formed.

      3. The SECRETARY will keep a record of GECCO business and issue a report of all meetings. The SECRETARY will be responsible for all correspondence pertaining to GECCO, including the distribution of reports from meetings, officers and committees. The SECRETARY will maintain the Partnership Agreement, By-Laws and Operational Policies. Upon notification by the PRESIDENT, the SECRETARY will issue a notice to any Partner regarding any fines or disciplinary action, and include the reason and decision for the action.

      4. The TREASURER will keep record of all GECCO financial activities, calculating and distributing valuation statements and any other required statistical reports each month. The TREASURER will maintain records accounting for GECCO financial operation; assets; and individual account value. The TREASURER will serve as agent for the Partnership to place BUY and SELL orders and will distribute and collect funds.

    3. Officers will be elected by the total Partnership at the first meeting of GECCO and to one-year terms at duly called Annual meetings thereafter. Officers may succeed themselves in office upon re-election. Officers may serve no more than two (2) consecutive years in any given office.

    4. Annually, prior to the regular March meeting, the current President shall call for nominations from GECCO for all officer positions. GECCO shall then elect the above officers following the voting procedures described in Section VI below. The officers shall assume their duties upon the announcement of election results. Such announcement shall be prior to April 1 of each year.

    5. Any officer position that becomes vacant during the year shall be filled as soon as possible following the same nomination and voting procedure described above.

    6. A different person shall hold each office.

  3. PARTNERS

    1. All GECCO Partners shall participate in ongoing activities of GECCO. To be considered active, a Partner should:

      1. prepare and post analyses or other assignments to further the investment endeavors of GECCO;

      2. regularly contribute constructive comments about GECCO operations and investment opportunities;

      3. make regular payments to GECCO (as defined in Section IX, Paragraph I);

      4. keep a current mailing address on file with the Secretary at all times;

      5. review monthly and year-end GECCO reports, including all financial and tax-information reports, and;

      6. attend, in person or by telephone, at least fifty (50) percent of all GECCO meetings during any twelve-month period.

  4. PROCEDURES

    1. Regular meetings will be held the second Tuesday of each month at six-thirty p.m., or periodically as determined by GECCO, and at a location agreed upon.

    2. March is designated for the Annual meeting. At the Annual meeting, all Partners will be issued the Annual Report, and GECCO elections will be conducted. The Secretary will give notice to the Partnership as to the time, date, and location of the Annual Meeting and issue a proxy for the election of Officers to the entire Partnership.

    3. Special meetings may be called by the President or any two (2) officers of GECCO upon verbal or written notice to the members of GECCO.

    4. The presence or duly executed proxies of at least one-half (½) the active members of GECCO including at least one (1) Officer of GECCO will constitute a quorum sufficient to conduct a meeting.

  5. FINANCIAL STATEMENTS

    1. A monthly valuation statement shall list all assets, at cost and market values, and liabilities of GECCO as of the most recent market close available. It shall also compute the Value of the Partnership, as defined in Paragraph 7 of the Partnership Agreement.

    2. The Treasurer shall also prepare a summary statement of capital accounts maintained in the name of each Partner, as provided in Paragraph 8 of the Partnership Agreement.

    3. The annual GECCO accounting shall show the distribution of dividends, interest, short and long-term capital gains, and expenses.

  6. VOTING

    1. The right to vote is limited to active Partners (as defined by Section III).

    2. Multiple Partners residing within the same household shall receive only one (1) vote per household.

    3. Approved methods of voting are VERBAL, SIMPLE MAJORITY, TWO-THIRDS MAJORITY, POINT SYSTEM BALLOT, WRITTEN BALLOT, WEIGHTED BALLOT and PROXY. However, in the absence of a formal motion to conduct a given vote in another manner, all votes shall be carried by a simple majority of the active Partners present or represented by a duly executed proxy.

    4. The above notwithstanding, the general method of voting the BUY or SELL of two (2) or more stock proposals is by the point system ballot followed by a voice vote of approval. Based on the number of proposals, each Partner assigns the highest number to the most preferred stock and then gives each remaining stock one (1) less point, with the least preferred stock receiving one (1) point.

    5. If a Partner is unable to attend a meeting in person, said Partner may submit a written proxy statement prior to the meeting outlining any authority or restrictions of said proxy.

  7. GUESTS AND NEW PARTNERS

    1. Partners are permitted to invite guests to attend regularly-scheduled meetings.

    2. Prospective members are encouraged to actively participate in GECCO discussions and activities for two (2) months before consideration is given to adding them to the Partnership. Prospective members may be asked to make a presentation at a regular meeting of GECCO of a stock study or some other investing topic before applying for membership.

    3. The number of Partners shall be limited to fifteen (15).

    4. The acceptance of new Partners will be voted on by GECCO, as outlined in Paragraph 16 of the Partnership Agreement. All Partners must be notified at least seven (7) days prior to any meeting in which such a vote is to be conducted.

  8. BANK(S) AND BROKER(S)

    1. GECCO may maintain checking account(s) at the bank(s) that the GECCO deems necessary or desirable, or may operate only with the brokers' account or money market fund linked to the brokerage account. Except as otherwise determined, only the Treasurer and President may be authorized to withdraw funds from said account(s).

    2. GECCO may engage one or more broker(s) as it deems necessary or desirable. Except as otherwise determined, only the Treasurer and President may be authorized to conduct securities transactions.

    3. GECCO shall request the bank or broker to send statements directly to the Treasurer. Any Partner may request copies of said statements, and such request shall not be unreasonably denied.

  9. PAYMENTS

    1. Dues to cover operating expenses will be collected once per year at the April meeting, the amount of which will be determined during the March meeting.

    2. An initial deposit of one hundred dollars ($100.00) will be required of all new members and must be remitted upon joining the Partnership.

    3. Minimum monthly payments in the amount of fifty dollars ($50) per Partner are due and payable at each regularly-scheduled meeting, as specified in Section IV above.

    4. Any Partner may request from the President a temporary hardship waiver of the minimum monthly payment. Such request shall not be unreasonably denied.

    5. If available and desired, Partners may arrange for automatic monthly withdrawal from the Partner's personal checking or other account to be deposited into GECCO's account. Any expense for this shall be borne by the individual Partner.

    6. There shall be no prepayment of monthly payments.

    7. In the absence of a formal waiver, GECCO shall assess a fine against Partners for payments of monthly dues that are not received within seven (7) calendar days immediately following the monthly meeting. This fee shall be $10.00 per occurrence. In the case of non-payment, the Treasurer is authorized to withdraw the fine from the delinquent member's capital account. Under no circumstances will fee income be credited to the capital accounts of the Partnership.

    8. Regardless of when received, monthly payments will be credited to each Partner’s capital account as of the effective date of the meeting at which they are originally due.

    9. Non-payment for two (2) consecutive months (unless a hardship waiver has been granted) shall cause the Partner to be designated inactive. The Treasurer shall notify the Secretary of any inactive Partners, and the Secretary shall inquire as to the reason for the non-participation of any inactive Partner.

    10. Non-payment for four (4) consecutive months shall be deemed written notice of withdrawal in accordance with Paragraph 18 of the Partnership Agreement unless a hardship waiver is granted by GECCO.

  10. EXPENSE REIMBURSEMENT

    1. From time to time, GECCO may request a Partner to purchase goods or services for the benefit of GECCO. Upon request of the Partner, the cost of such expenditure shall be reimbursed by GECCO.

    2. The President may authorize expenditures of less than $25. The total of such Presidential expenditures shall not exceed $125 in any calendar year.

    3. Expenditures of $25 or more shall be authorized only by a GECCO vote.

  11. REMOVAL

    1. Failure by a member of GECCO to fulfill the duties as previously defined in Section III for four (4) consecutive months shall be deemed cause for consideration for removal in accordance with Paragraph 16B of the Partnership Agreement. Such removal shall be deemed written notice of withdrawal in accordance with Paragraph 18 of the Partnership Agreement.

  12. AMENDMENT OF THESE BY-LAWS

    1. These By-Laws may be amended by a GECCO vote. All Partners must be notified at least seven (7) days prior to any meeting in which such a vote is to be conducted.

    2. These By-Laws shall be construed in accordance with the Partnership Agreement and, in any conflict, the Partnership Agreement shall rule.