Provisions of the Bylaws shall not be in conflict with the Membership Agreement.
The mission of Conway First Investment Club is to invest the partners’ money using a long-term approach in stocks with the goal of maximizing return while minimizing risk and for the education and benefit of the Partners. It is not a "get rich quick" scheme in terms of financial rewards. We are dedicated to helping our family, friends, and ourselves achieve better lives through a coming together as individuals to pursue financial security, education, and camaraderie.
Objective
To educate all partners in the areas of investing and the stock market, achieving at least an average of 14.9% compounded annual growth rate on all securities through long-term capital appreciation, with moderate to high-risk acceptance.
The emphasis will be on the selection of long-term growth –oriented investments based on the principles and guidelines of the National Association of Investors Corporation (NAIC) as follows:
1.) Invest Regularly, Regardless of the Market Outlook
2.) Reinvest All Earnings
3.) Invest in Growth Companies
4.) Diversify to Reduce Risks
Article II. Bylaws
Article III. Officers
There shall be the following elected officers:
Article IV. Election of Officers
Article V. Duties of Officers (see job description)
A partner is a person who has signed the Partnership Agreement, been voted into the club, and signed a statement agreeing to abide by the Partnership Agreement and By-laws of this Club, or a minor child family member that has a custodial account being managed by a Partner over the age of 21.
A. A partner over the age of 21 must attend three-quarters (3/4) of all meetings held during a calendar year unless attendance is made impossible due to a lengthy illness. The Club must be notified, in writing, if the attendance requirement can not be met and the reason, with an estimate of the anticipated date of again becoming active to maintain membership. A partner 13 21 years of age must attend as many meetings as possible during a calendar year. Absentee excuses will be accepted for illness or participation in school-related commitments. A partner under the age of 21 should be in attendance for the reading of the minutes of the previous meeting, Financial Partner's report, and company updates. If a partner wishes to be excused from the remainder of the meeting, permission will be granted. However, any partner may attend the full meeting at any time.
B. If over the age of 21, or upon request to have voting privileges in the Club, must follow a minimum of one company in the Club's portfolio; give an update once a month for three months per year; prepare an updated Stock Selection Guide on an annual basis, and maintain a Portfolio Management Guide once the partner has been in the club for a year.
C. If over the age of 21, or upon request to have voting privileges in the Club, must participate in research assignments for companies to be added to the club's portfolio. Should a Partner not fulfill their responsibilities to the Club, they will be notified in writing of the meeting at which their removal from the Club will be discussed and voted upon. At that meeting, the Partner will be allowed to present to the Club any statements they feel appropriate if they still desire membership in the Club. Removal will occur if so voted by a majority of the Members present at the meeting or with appropriate proxy.
Article VII. Removal of an Officer
If an officer of the Club (President Partner, Vice Presiding Partner, Secretary Partner, Treasurer Partner or Assistant Financial Officer Partner) does not fulfill the duties required of the job description of their position, they will be notified in writing of the meeting at which their removal from office will be discussed and voted upon. At that meeting, the Partner will be allowed to present to the Club any statements they feel appropriate if retaining the position is still desired.
Removal will occur if so voted by majority of the Members of the club or appropriate proxy.
Article VIII. Meetings
It is the responsibility of the partner missing any scheduled meeting to provide any required information to the Club in advance of the meeting in question, and to review the minutes of said meeting prior to participation in the next scheduled meeting.
Article IX. Procedures for transactions and preparation of Valuation Statement
A. Transactions: Buy or sell actions shall be made by majority vote of the members of the club at the meeting or via proxy. A majority (51%) participation is required to put all transactions in motion. If a vote is necessary prior to the regular scheduled meeting, the Presiding Partner will call a special meeting of the club.
B. Valuation Statement: The Treasurer shall prepare a monthly statement of liquidation value effective the Friday before the regularly scheduled monthly meeting (2nd Friday of the month.) In maintaining the records of the members' interest in the Club, the unit value method as outlined the NAIC Investment Club Accounting Manual will be used.
Article X. Guests
Members may invite a guest to any meeting of the Club with or without the intent to become a member, unless disapproved by 75% vote.
Article XI. Contributions
Article XII. Valuation
The current value of the assets and property of the club, less the current value of the debts and liabilities of the club (here after referred to as “value of the partnership”) shall be determined ten business days preceding the date of each periodic meeting. The aforementioned date of valuation shall hereinafter be referred to as “valuation date”
Article XIII. Capital Accounts
These shall be maintained in the name of each partner, a capital account. Any increase or decrease in the value of the partnership on any valuation date shall be credited or debited, respectively to each partner’s capital account in proportion to the value of each partner’s capital account on said date. Any other method of valuating each partner’s capital account may be substituted for this method provided that said substituted method results in exactly the same valuation as previously provided herein. Each partner’s contribution to, or withdrawal from the club shall be credited or debited, respectively to that partner’s capital account.
Article XIV. Sharing of Profits and Losses
Net profit and losses of the club shall inure to and be borne by the members in proportion to the valuation adjusted credit balances in their capital accounts or in proportion to the valuation unite balances.
Article XV. Books of Accounts
Books of account of the transactions of the club shall be kept and at all times be available and open to inspection.
Article XVI. Annual Meeting
Each calendar year, an annual meeting shall take place where a full and complete account of the condition of the club shall be made.
Article XVII. Bank Account
The club may select a bank for the purpose of opening a club bank account. Funds deposited in said club bank account shall be withdrawn by checks signed by any one of the two register members designated by the club to withdraw from the account.
Article XVIII. Broker Account
None of the members of this club shall be a broker for the club. If one of the members of the club is a broker outside of the partnership of the club, said partner cannot hold an elected office for this club; however, the club may select a broker and enter into such agreements with the broker as required for the purchase or sale of stocks, bonds and securities. Stocks, bonds and securities owned by the club shall be registered in the club name unless the club designates another name.
Any corporation or transfer agent called upon to transfer any stock, bonds and securities to or from the name of the club shall be entitled to rely on instructions or assignments signed or purporting to be signed by any partner without inquiry as to the authority of the persons signing or purporting to sign such instructions or assignments or as to the validity of any transfer to or from the name of the club.
At the time of transfer, the corporation or transfer agent is entitled to assume:
Article XIX. No Compensation
No partner shall be compensated for services rendered to the club, except reimbursement for approved expenses incurred for the club.
Article XX. New Members
Article XXI. Club Termination
The club may be dissolved by the affirmative vote of 75% of all registered members. Notice of said decision to dissolve the club shall be given to all members. The club shall thereupon be terminated by payment of all the debts and liabilities of the club and the distribution of their remaining assets either in cash of in kind to the members or their personal representatives in proportion to their capital valuation accounts.
Article XXII. Withdrawal of a Member
Article XXIII. Death or Incapacity of a Member.
In the event of the death or incapacity of a member, receipt of such notice shall be treated as a notice of withdrawal. Liquidation and payment of a members account minus transaction costs shall proceed. All benefits will be distributed in accordance with the latest beneficiary designation form on record.
Article XXIV. Forbidden acts
No member shall:
Article XXV. Administrative Costs
Club administrative fees annually will be divided evenly amongst the holders of all capital accounts (including custodial accounts) and be payable at the October (the club’s anniversary month) meeting. Annual administrative fees may be adjusted as deemed appropriate by majority vote of the members present at the September meeting.
Article XXVI. New Partner's Contributions
New Members must pay the yearly administrative costs at the time of joining if membership occurs between October 1st and May 31st of any given year or one half the annual fees if membership occurs between April 1st and September 30th of any given year. No minimum “buy in” is required, other than the minimum monthly contribution as defined in Article XII.
Article XXVII. Proxies
The use of written proxies is hereby permitted for those Members unable to attend any regular, special, or annual meeting. A proxy vote will be counted when it pertains to a specific issue previously discussed by the members, not for issues brought up and decided at the missed monthly meeting.
Article XXVIII. Amendments
Amendments to these Bylaws may be made from time to time by a two-thirds 75% vote of the Club, or the elected board at any annual, special, or regular meeting, provided the amendments have been provided in writing to the Members at least thirty (30) days prior to the voting.
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Meeting Minutes
October 15, 2006 3:00pm
THSC
Board Members Present:
Carleton Brown, President
Claudette Holt, Vice President
Sharllette Frazier, Secretary
Demond Williams, Assistant Treasurer
Gary Morgan, General Board Member
Absent: A.L Stanley, General Board Member
1.) The meeting was called to order at 3:20pm by President, Carleton Brown.
2.) Previous minutes were addressed by Secretary, Sharllette Frazier.
a..) Minutes Motion:
1.) Motion was made by General Board Member, Gary Morgan to accept the September 23, 2006 minutes as read.
2.) Motion was seconded by Assistant Treasurer, Demond Williams.
Motion approved.
1.) We are registered with the state.
2.) Collected fees for today.
3.) Board Changes:
a.) Treasurer: Sil/Kesha Ivey
1.) Sil has stepped down as Assistant Treasurer. Will has agreed to take the position of Assistant Treasurer. Kesha Ivey, auditor of a bank and treasurer for National Auditor Society, was recommended by President Carleton Brown to become treasurer for the club.
Stock Holding Updates
No stock holding updates to report at this time.
New Investments
No new investments at this time.
1.) NAIC will meet in LR on Saturday, October 21st. General Board Member Gary Morgan and President Carleton Brown will attend.
2.) Victor Green will serve as the advisor for the club. He will not have voting rights. He may attend board meetings and give suggestions to be considered by the board. Latest suggestion: American Management Corporation insurance liability ($180 per year to offer defense if an officer or board member is sued).
3.) Objective Statement: To educate all partners in the areas of investing and the stock market, achieving at least an average of 14.9% compounded annual growth rate on all securities through long-term capital appreciation, with moderate to high-risk acceptance.
4.) Mission Statement: The mission of Conway First Investment Club is to invest the partners’ money using a long-term approach in stocks with the goal of maximizing return while minimizing risk and for the education and benefit of the Partners. It is not a "get rich quick" scheme in terms of financial rewards. We are dedicated to helping our family, friends, and ourselves achieve better lives through a coming together as individuals to pursue financial security, education, and camaraderie.
5.) Our Key Principles (same as NAIC)
A) Invest Regularly, Regardless of the Market Outlook
B) Reinvest All Earnings
C) Invest in Growth Companies
D) Diversify to Reduce Risks
6.) Picking a Broker (handout):
President Carleton Brown spoke with three to four different financial advisors that all suggested we get an account with an online broker for now. Some brokers stated they would be willing to come to meetings to present or explain information. One in particular who normally only deals with customers who work with $100,000.000 or more, would be willing to come and give us some assistance, if needed.
A.) Ten Ways to Size up a Broker – (handout)
Suggested online brokers:
a.) firstrade.com (personally used by President Carleton Brown)
b.) scottrade.com
c.) ameritrade.com
d.) etrade.com
e.) fidelity.com
f.) sharebuilders.com
B.) Choosing A Broker in One Minute – (handout)
a.) President Carleton Brown suggested scottrade.com, ameritrade, firstrade.com, or buyandhold.com for online brokers for the group.
Assignment
In brief, look at the following features when doing research:
What features should I look for? |
|
Fees |
Transaction fees are the norm. Some discounters now charge for annual maintenance and account inactivity. Note any fees for transferring assets, closing an account, being an IRA custodian, wire transfers, and not maintaining a minimum balance. |
Initial investment requirement |
Decide how much you'll be able to comfortably invest initially to find a broker that fits your budget. |
Types of investments available |
Stocks are a brokerage mainstay. But if you are set on a particular mutual fund family or corporate bonds or any other investment product, make sure your broker offers it. |
Account accessibility |
Will you be accessing your account online, via touchtone phone, or through smoke signals? Consider convenience and reliability. |
Customer Service |
Is the web site intuitive and speedy? Is the broker's phone service up-to-snuff? Do you want a branch office within driving distance? Check before choosing. |
Extras (Such as Partnership or Investment Club set-up) |
Stock quotes, equity research, and traditional banking services may be enticing extras. Consider what tools you want to use, and see what's offered for free. |
7.) Accounting Software:
a.) Since some brokerage companies offer assistance for Partnerships/investment clubs, we may not need the accounting software; however, in case the brokerage companies are not thorough in aiding in financial statements for individual members and the overall club, President Carleton Brown has researched a site that would be helpful: www.bivio.com. Bivio offers accounting software in which the treasurer and president may be able share and keep an account/ledger for all members for only $69 a year. All members will be able to view their account online to see his or her status at any time. For an additional $30, the Bivio account will also connect the accounting software to your online brokerage account and automatically update any changes made. These options are cheaper than the NAIC accounting software ($300 or more) and more user friendly. With the remainder of funds, we could consider purchasing Stock Selection Guide from better investing and insurance liability.
b.) President Carleton Brown will be getting an account with a bank in Conway since we are using an online service. We will get an interest bearing checking account if there are no penalties for going below the banks specified minimum balance.
c.) President Carleton Brown will be meeting with George Mackey, CPA on Monday to ask about all other tax related issues involving Investment Clubs.
8.) Official Members: President Carleton will also speak with Patricia Mackey in regards to our contract. Next meeting, we should all be ready to sign our contracts to become official members.
9.) Amendments to contract: (see Conway First Investment Club By-laws)
10.) Temporary Board:
At present, we have a temporary board, until the following are met:
a.) Financial obligations have been met
b.) Contracts have been signed
c.) Duties as prepared and agreed upon by the Vice President do not present a problem
d.) All board members must submit a resume and background check
11.) Vice President Claudette Holt’s Presentation
a.) Responsibilities of Officers (handout): Revisions will be made to each description as requested by President Carleton Brown. The physical demands section will be omitted from each description.
b.) Additional Amendments: additional articles will be added to by-laws by Secretary Sharllette Frazier.
12.) Announcements