Partnership Agreement
of the
THIS AGREEMENT OF
PARTNERSHIP effective as of
NOW, THEREFORE, IT
IS AGREED:
1. Formation. The undersigned of the Signature Appendix
hereby form a General Partnership in accordance with and subject to the laws of
the State of
2. Name.
The name of the partnership shall be "
3. Term.
The Partnership shall begin on
4.
Purpose. The only purpose of
the Partnership is to invest the assets of the partnership solely in stocks,
bonds and other securities ("securities") for the education and
benefit of the Partners.
5.
Meetings. Periodic meetings
shall be held at least monthly or as determined by the club President. Unless the periodic meeting is attended by
the Partners whose capital accounts total more than thirty-five Percent (35%)
of the value of the capital accounts of all the Partners, the action of the
meeting shall be limited to one or more security purchase(s) in an amount not to exceed
that month’s capital contributions (paragraph 6) plus cash on hand and as
provided in paragraph 16.
6.
Capital Contributions. The Partners shall make capital contributions
to the Partnership on the date of the periodic meeting. The minimum capital contribution shall be One
Hundred Dollars ($100.00). Capital
contributions not received (or postmarked, if mailed) on or prior to the date
of the periodic meeting shall include a late fee of Ten Dollars ($10.00). Partners wishing to make a capital
contribution of more than $100.00 may do so provided, the capital contribution
is in a multiple of Fifty Dollars ($50.00).
A single Partner's capital account may not exceed Twenty Percent (20%)
of the capital accounts of all the partners.
7. Value of the Partnership. The current value of the assets of the
Partnership, less the current value of the liabilities of the Partnership
(hereinafter referred to as the "value of the Partnership") shall be
determined as of a regularly scheduled date and time ("valuation
date") preceding the date of each periodic meeting determined by the Club.
8.
Capital Accounts. A capital
account shall be maintained in the name of each Partner. Any increase or
decrease in the value of the partnership on any valuation date shall be
credited or debited, respectfully, to each Partner's capital account in the
proportion to the sum of all
Partner capital accounts on that date. Any other method of
valuating each partner's capital account may be substituted for the method,
provided the substituted method results in the exactly the same valuation as
previously provided herein. Each Partner's capital contribution to, or capital
withdrawal from, the partnership, shall be credited or debited, respectfully,
to that Partner's capital account.
9.
Management. Each Partner
shall participate in the management and conduct of the affairs of the
Partnership in the proportion to the value of his capital account. Except as
otherwise determined, all decisions shall be made by the Partners whose capital
accounts total a majority of the value of the capital accounts of all the
Partners.
10. Sharing of Profits and Losses. Net profits and losses of the Partnership
shall inure to, and be borne by, the Partners in proportion to the value of
each of their capital account.
11.
Books of Accounts. Books of accounts of the transactions of the
Partnership shall be kept and at all times be available and open to inspection
and examination of any Partner.
12.
Annual Accounting. The
January statement shall suffice as a year-end statement of all capital
accounts. In addition, the Financial Partner shall provide a statement showing
the amount of capital gains or losses, dividends received, and commissions paid
per share for that year.
13.
Bank Account. The Partnership may select a bank for the purposes of
opening a bank account. Funds in the bank account shall be withdrawn by checks
signed by any Partner designated by the partnership.
14. Broker Account. None of the Partners of this Partnership
shall be a broker. However, the Partnership may select a broker and enter into
such agreements with the broker as required for the purchase or sale of
securities. Securities owned by the Partnership shall be held in the
Partnership name.
Any corporation or
transfer agent called upon to transfer any securities to or from the name of
the Partnership shall be entitled to rely on instructions or assignments signed
by any Partner without inquiry as to the authority of the person(s) signing
such instructions or assignments, or as to the validity of any transfer to or
from the name of the Partnership.
At the time of the transfer of the securities,
the corporation or transferring agent is entitled to assume (1) that the
Partnership is still in existence, and (2) that this Agreement is in full force
and effect and has not been amended unless the corporation or transferring
agent has received written notice to the contrary.
15. No Compensation. No Partner shall be compensated for
services tendered to the Partnership, except reimbursement of expenses.
16.
Additional Partners.
Additional Partners may be admitted at any time, upon unanimous consent
of those attending the periodic meeting, so long as the number of Partners does
not exceed twenty-two (22).
17.
Removal of a Partner. Any
Partner may be removed by agreement of the Partners whose capital accounts
total a majority of the value of all Partners' capital accounts. Written notice
of a meeting where removal of a Partner is to be considered shall include a
specific reference to this matter. The removal shall become effective upon
payment of the value of he removed Partner's capital account, which shall be in
accordance with the provisions on full withdrawal of a Partner noted in
paragraphs 18 and 20. The vote action shall be treated as receipt of requests
for withdrawal.
18.
Termination of Partnership. The partnership may be terminated by agreement
of the Partners whose capital accounts total a majority in value of the capital
accounts of all the Partners. Written notice of the meeting where termination
of the Partnership is to be considered shall include a specific reference to
this matter. Written notice of the decision to terminate will be given to all
the Partners. Payment shall then be made of all the liabilities of the
Partnership, and a final distribution of the remaining assets either in cash or
in kind, shall promptly be made to the Partners or their personal
representatives in proportion to each Partners' capital account.
19.
Voluntary Withdrawal (Partial or Full) of a Partner. Any Partner may withdraw a part or all of the
value of his/her capital account in the Partnership after two years minimum
membership unless withdrawal is approved by members whose capital accounts
total a majority of the capital accounts of all the Partners. The partnership shall continue as a taxable
entity. The Partner withdrawing a portion or all of the value of his/her
capital account shall give notice of such intention to the Secretary. Written
notice shall be deemed to be received as of the first meeting of the
Partnership which it was presented. If written notice is received between
meetings it will treated as received at the first following meeting.
In making payment,
the value of the partnership as set forth in the valuation statement prepared
for the first meeting following the meeting at which written notice is received
from a Partner requesting a full or partial withdrawal, will be used to
determine the value of the Partner's capital account.
The Partnership
shall pay the Partner who is withdrawing a portion or all of the value of
his/her capital account in the Partnership in accordance with paragraph 23 of
this Agreement.
20.
Transferring One Partner’s Shares to Another Partner(s). Any Partner may transfer part or all of his
capital account to another Partner or Partners. The selling price shall be
determined by the Partners involved. To have the accounts credited in the
upcoming Valuation Statement, written notice signed by all the Partners
involved, stating how many shares are being transferred, must be provided to
the Financial Officer prior to the valuation date. Settlement and payment shall
be the responsibility of the Partners involved in the transfer.
21.
Withdrawal Fees and Costs. Any
transaction costs or brokerage costs incurred for either a securities transfer,
or the selling of securities to produce cash, or a combination of both,
required to meet a withdrawing Partner's request, either full or partial, shall
be borne by the withdrawing Partner. If
the withdrawing Partner is paid out of the Partnership’s cash-on-hand, the
amount of cash being withdrawn shall be debited a fee that is equal to the
current brokerage commission schedule that equates the total amount
withdrawn. The minimum withdrawal fee shall
be twenty dollars ($20.00) even if actual costs or commissions are less.
22.
Death or Incapacity of a Partner.
In the event of
the death or incapacity of a Partner, receipt of notice of such
an event shall be treated as notice of full withdrawal.
23.
Terms of Payment. In the case
any withdrawal, payment shall be made in cash, subject to paragraph 20. If the
withdrawing Partner requests that his payment be made in securities, or a mix
of cash and securities, or if securities must be sold to meet a withdrawal
request, the Partnership shall decide what securities shall be sold or
transferred.
Securities shall be
transferred as of the date of the club's valuation statement prepared to
determine the value of the Partner's capital account in the Partnership. The
club's broker shall be advised that ownership of the securities has been
transferred to the Partner as of the valuation date used for the withdrawal.
The amount being
withdrawn shall be paid within 10 days after the valuation date used in
determining the withdrawal amount.
24. Forbidden Acts. No Partner shall:
(a) Have the right
or authority to bind or obligate the Partnership to any extent whatsoever with
regard to any matter outside the scope of the Partnership purpose.
(b) Except as
provided in paragraphs 17 and 20, with out the
unanimous consent of all the other Partners, assign, transfer, pledge,
mortgage, or sell all or part of his/her interest in the Partnership to any
other Partner or other person whomsoever, or enter into any agreement as the
result of which any person or persons not a Partner shall be interested with
him/her in the Partnership
(c) Purchase an
investment for the Partnership where less than the full price is paid for same.
(d) Use the
partnership name, credit, or property for other than Partnership purposes.
(e) Do any act
detrimental to the interests of the Partnership or which would make it
impossible to carry on the purpose of the Partnership.
This Agreement of Partnership shall be binding upon the
respective heirs, executors, trustees, administrators and personal
representative of the Partners.
The Partners have caused the Agreement of Partnership to be
executed on the dates indicated in the Signature Appendix, effective on the
date indicated above.