ARTICLE I - MEMBERSHIP
SECTION 1. The total number of partners shall not
exceed twenty (20) persons. When a maximum membership of
twenty persons exists, a waiting list shall be established.
Consideration for membership will be given to individuals
based on the date of written notification (email/letter) to
the membership committee.
SECTION 2. The terms and conditions for admission of
new partners shall be as follows: A prospective new partner
must attend two (2) consecutive meetings and submit a
written notification (email/letter) to the Secretary for
membership in the partnership. Admittance to the
partnership shall be determined by an affirmative vote of at
least seventy-five (75) percent of the current partners with
the following exception: If the total membership is less
than ten (10), a new member may join after one (1) meeting
upon submission of written notification to the Secretary and
unanimous (100) percent decision by all current members. If
the exception applies and a unanimous decision is not made
after the first meeting, a re-vote may be requested after
the second consecutive meeting attended where the
seventy-five (75) percent rule will apply. The prospective
member shall then be notified of the decision of the
partnership by the president or vice-president.
SECTION 3. At the first official monthly meeting of
a new member, the new Partner must pay:
1. An initial investment of at least five hundred (500)
dollars to the general fund with respect to Article III
2. Annual dues as specified in Article IV Section 2.
3. Monthly contribution as specified in Article III Section
ARTICLE II - OFFICERS
SECTION 1. The elected officers and their
responsibilities shall be as follows:
A. President - Presides over meetings, appoints committees,
executes resolutions and decisions made by the partnership.
B. Vice-President - Takes the place of the President in case
of absence or incapacity, keeps a list of potential stocks
for study by the partnership.
C. Secretary - Records and reports the minutes of the
monthly meetings and keeps the records of all actions
authorized by the partnership.
D. Treasurer - Keeps a record of all receipts and
disbursements, gives receipts for payments upon request to
members, places buy and sell orders, prepares valuation
E. Assistant Treasurer - Assists in the duties of the
SECTION 2. The officers shall serve a one (1) year
term from February 1st until January 31st of the next year.
SECTION 3. The membership shall nominate potential
candidates for each office at the December meeting.
Elections will be held at the following meeting in January.
The time between the January election meeting and the
February annual meeting will serve as a transition period
SECTION 4. If an elected officer other than the
President resigns prior to the completion of his/her term of
office, a special election will be held to fill the vacancy
for the remainder of the term. In the case of the President,
the Vice-President shall ascend to the office of the
President and will complete the term and a special election
will fill the vacated office of the Vice-President.
ARTICLE III - MEETINGS
SECTION 1. Meetings shall be held monthly on the
second Thursday of each calender month at 7:00 PM CT, except
as modified by a majority vote of the partnership.
SECTION 2. Each partner shall make contributions
totaling not less than twenty-five (25) dollars per partner
on or before the date of the monthly meeting. Any
contribution above the minimum shall be made in increments
of five (5) dollars. Maximum contribution shall be limited
such that a partner's capital account does not exceed
thirty-five (35) percent of the Club's total assets when the
Club consists of less than ten (10) Partners, or twenty (20)
percent when the Club contains ten (10) or more Partners.
SECTION 3. Each partner will have an equal vote,
regardless of the percentage of capital. Those partners not
able to attend a meeting may delegate their vote by
notifying the Secretary prior to start of meeting.
SECTION 4. A five (5) dollar fine will be assessed to
a partner when the monthly minimum investment of twenty-five
(25) dollars is not received by the Treasurer as stated in
Article III Section 2. The Treasurer shall notify the
Secretary of the failure to make payment of the minimum
monthly contribution and/or the fine for the purpose of
inclusion into the minutes of the meeting. This shall
constitute official notification of payment due by the
delinquent partner. All voting rights shall be forfeited by
a member whose account is more than two (2) months in
arrears. The fine may be waived and/or voting rights
reinstated due to extenuating circumstances as determined by
the President and the Treasurer. All collected fines will be
credited to the expense account.
SECTION 5. After three (3) consecutive un-notified
monthly meeting absences, the Secretary shall send a written
notice requesting a response regarding their intention to
remain in the partnership. If the absent partner's response
is not received by the next meeting, it shall be considered
a voluntary withdrawal in accordance with the terms of the
Partnership Agreement, with no voting privileges. Official
financial settlement of the absent partner's account will
not be acted upon until such time as a written notice of
withdrawal is received. In order to be fully reinstated, the
absent partner must become current with respect to all
minimum monthly contributions in arrears as well as all
SECTION 6. An annual meeting will be held in
February. At the annual meeting the partners shall be
issued the annual report. Any changes to office positions
SECTION 7. Special meetings may be called by the
President or by a majority of the partners. The Secretary
will issue written notice to the Partners of the date, time,
and location of the special meeting. If called by the
Partners, the President shall set the agenda for the meeting
in accordance to the Partners' wishes.
SECTION 8. An official club meeting may only
commence when a quorum is present. A quorum is defined as
two-thirds (2/3) majority of the Partners or the presence of
a majority of the Partners and three-fourths (3/4) majority
of the Partners via proxy.
ARTICLE IV - VOTING
SECTION 1. The right to vote is limited to active
Partners except as specified in Article III Section 5.
SECTION 2. Approved methods of voting are VERBAL,
SIMPLE MAJORITY, TWO-THIRDS MAJORITY, THREE-FOURTHS
MAJORITY, UNANIMOUS MAJORITY, POINT SYSTEM 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.
SECTION 3. The above notwithstanding, prior to
voting the BUY or SELL of an individual stock, conditions
may be nominated to be placed on an individual stock. Each
condition will then be voted for on an individual basis as
specified in ARTICLE IV SECTION 4 for a BUY or ARTICLE IV
SECTION 5 for a SELL. By default, the Treasurer will submit
a limit order prior to the market open for the closing price
plus (BUY) or minus (SELL) five (5) percent. If the order
does not execute at the open, it will remain active until
cancelled. In the event of more than one condition passing
on an individual stock, the President will decide the
condition to apply based on the higher vote total as
specified in ARTICLE IV SECTION 4 for BUYs and a simple
majority vote for SELLs. If a simple majority is not
reached for a SELL condition, the President will make the
SECTION 4. The above notwithstanding, the general
method of voting the BUY of an individual stock will be by a
unanimous majority. If two (2) or more stocks are proposed,
the point system ballot will be used for ranking. Based on
the number of proposals, each Partner assigns the highest
number to the most preferred stock and then gives each
remaining stock one less point, with the least preferred
stock receiving one point. If any Partner does not wish to
BUY any given stock, a point value of zero (0) should be
assigned to that stock. Any stocks that receive a zero (0)
point value will be discarded from consideration. The
remaining stocks' point values will be summed up and their
totals ranked from highest to lowest. In the case of a tie,
the President will decide the final enumeration.
SECTION 5. The above notwithstanding, the general
method of voting the SELL of an individual stock will be the
THREE-FOURTHS MAJORITY. Each stock still in consideration
is then brought up for one of the following, with the
majority being executed and ties broken by President:
A. sell twenty-five (25) percent
B. sell fifty (50) percent
C. sell the break-even point, if applicable
D. sell one hundred (100) percent.
SECTION 6. If a Partner is unable to attend a
meeting in person, said Partner may submit a proxy statement
to the Secretary prior to the meeting.
ARTICLE V - MISCELLANEOUS
SECTION 1. Standing committees may be appointed at
the discretion of the President. Potential committees
include but are not limited to the following:
A. Nominating Committee - Nominates candidates for office.
B. Telephone Committee - Notifies partners of important
business meetings, etc.
C. Membership Committee - Evaluates and advises potential
D. Education Committee - Prepares educational programs for
presentation to members.
SECTION 2. An expense account shall be established
and maintained by the designated Treasurer(s) to cover the
cost of accounting software, supplies, postage, and other
expenses. All petty cash expenditures shall be reported in
the monthly financial statement. Each partner shall pay an
annual fee of fifty (50) dollars, payable at the February
meeting of each year. Any excess remaining at the end of
each year shall be credited to the general fund equally
among current members.
SECTION 3. All funds disbursed as a result of
decisions made by the partnership shall come from the
general fund. In the case of the withdrawal of a partner and
the exercise of the option to purchase all or part of
his/her account by an individual partner or partners as set
forth in the partnership agreement, the purchasing partner
or partners shall pay the purchase price to the partnership.
Payment to the withdrawing partner will then be made from
the partnership account.
SECTION 4. At the end of each calendar year, each
partner's capital account shall be valued based on
dividends, interest, and capital gains distributions from
securities held by the Partnership. Each partner shall be
responsible for the reporting of all taxes due based on the
income breakdown provided by the partnership. This
information will be provided at the annual meeting in
ARTICLE VI - INVESTMENT GUIDELINES
SECTION 1. The Club's assets shall be invested
solely in stock of individual companies, index mutual funds,
and/or depository receipts. While waiting to invest, the
Club may keep cash in a money market fund with the Club's
SECTION 2. Dividends shall be retained in the Club's
cash account. A majority vote (Article 9, Partnership
Agreement) of the Partners is required to set up automatic
reinvestment of any or all dividends.
SECTION 3. Once the Club's assets reach ten-thousand
(10,000) dollars, no more than twenty-five (25) percent
shall be invested in any one market sector.
SECTION 4. The Club shall not invest on margin.
SECTION 5. These guidelines may be waived on
individual transactions upon a unanimous vote of the
ARTICLE VII - AMENDMENTS
SECTION 1. These Bylaws may be amended from time to
time upon majority vote of the total Partners. Amendments
shall become part of the Bylaws upon the effective date
SECTION 2. If any part of these Bylaws is ruled
ineffective or invalid by a court of law, the other parts
will remain in full force and effect.
SECTION 3. These Bylaws are effective September 1,