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:

Article II. Bylaws

1. The Club shall be governed by the Conway First Investment Club By-Laws and Partnership Agreement.
2. Any changes or modifications to the By-Laws will require the approval of two-thirds of all members listed on the limited agreement or the elected board.

Article III. Officers

There shall be the following elected officers:

1. President
2. Vice President
3. Secretary
4. Treasurer
5. Assistant Treasurer
6. General Board Member
7. General Board Member

Article IV. Election of Officers

1. Election of officers will be held at the October regular meeting.
2. Nominations for officers will take place at the September periodic meeting.
3. Voting will be by written ballot. Two members, not candidates in the elections, will count the votes.
4. Each partner has one vote.
5. Absentee votes may be submitted with the member’s signature, to the Secretary via proxy, prior to the day of the election.
6. The President and Vice President shall be elected every five years. Each remaining offices shall be elected every three years.

Article V.  Duties of Officers (see job description)

Article VI. Partner definition and responsibilities

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

1. Periodic meetings will be held on the 4^th Sunday of each month and at other times as deemed necessary. Some of the meetings can be scheduled taking advantage of the Internet, but these meetings will be sporadic since it is of more benefit to hold these meetings in person. The meetings will be scheduled 2 months in advance with a location and time available to all members.

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.

2. The president may call a special meeting. Notice of a special meeting shall be given to all members at least two days in advance.
3. A quorum for conducting business for a periodic meeting shall be 50% of the members.
4. If a partner is unable to attend a scheduled meeting, but wishes to participate in the purchase(s), they must submit an investment participation proxy to the secretary prior to the meeting.
5. The investment participation proxy must acknowledge that the absent partner wishes to participate in the investment selection and purchase. If the proxy does not designate duration it will be considered good until canceled.
6. A partner must attend a minimum of 6 periodic meetings per year unless job circumstances or a valid reason prevents the partner from doing so. If a member misses 6 of the twelve periodic meetings or 6 consecutive periodic meetings. The member will be withdrawn from the club, and actions will be taken as stated in the article XXII.

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

1. The members may make contributions to the club on the date of each periodic meeting with a minimum of $150.00 and a maximum that should not exceed 25% of combined capital accounts of all members.
2. The initial contribution is $150.00 plus administration fees (as noted in article XXV) for any new member .
3. If a members’ capital account exceeds 20% of the combined capital account of all members, that partner will be exempt from paying the periodic monthly fee at the regular monthly meeting. Members may also make optional additional contributions in any $10.00 increment(s). Regular monthly contributions normally collected at meetings are due prior to the scheduled meeting for any planned absence, or by the end of the third day after the meeting from anyone who was unable to attend that monthly meeting due to an emergency or illness.
4. Contributions could be also made via electronic fund transfer from the partner’s financial institution to the Club’s brokerage account providing that both financial institutions provide this service. The minimum contribution should be transferred not later than the 2^nd Sunday of each month. All contributions shall immediately be followed by an electronic mail message to the financial partner and treasurer informing him/her of the specific amount of the additional contribution.
5. Add a penalty of $5 for late checks or monthly fees.
6. For bouncing checks, a penalty of $10 on top of the charge incurred into the account by the financial institution (Our financial institution is Metropolitan National Bank.)

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:

1. That the club is still in existence; and
2. That this agreement is in full force and effect and has not been amended unless the corporation has received written notice of the contrary.

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

1. Additional members may be admitted, and attend 2 meetings any time upon unanimous consent of all the members in writing or at the meeting, so long as the number of members does not exceed twenty.
2. If the number of members is greater that twenty, additional members cannot be approved until the number of members in the club is reduced below twenty.
3. All prospective members must be sponsored by an existing member.
4. All new members shall be required to abide by the by laws and be listed in the members list.
5. All new members shall be required to submit a resume, completed membership application form & agree to the partnership agreement and By-laws.

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

1. A one-year commitment is required from the time of sign up.
2. Any member may withdraw a part or all of their interest. The member shall give notice in writing to the secretary. The notice shall be deemed to be received as of the first meeting of the club at which it is presented. If notice is received between meetings, it will be treated as received as of the first following meeting.
3. In making payment to the member, the valuation statement prepared for the first meeting following the meeting at which notice is received will be used to determine the value of the member’s account.
4. Between receipt of the notice and withdrawal valuation date, the other members shall have, and are given the option during said period to purchase in proportion to their capital accounts in the club, the capital account of the withdrawing member.
5. If the other members do not exercise their option to purchase, then the club shall pay the withdrawing member the value of his interest in the club as shown by the valuation statement.
6. If a partner resigns or is forced out due to non-attendance a penalty of 3% of the value of the members’ portfolio valuation will be levied.
7. A member who misses the payments fees for three consecutive periodic meetings shall be considered withdrawn from the club.

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:

1. Have the right or authority to bind or obligate the club to any extent whatsoever with regard to any matter outside the scope of the club business.
2. Without the unanimous consent of other members assign, transfer, pledge, mortgage or sell all or part of his interest in the club to any other member in the club or any other person whomsoever, or enter into any agreement as the result of which any person or persons not a member become interested with the member in the club.
3. Purchase an investment for the club where less than full purchase price is paid for same.
4. Use the club name, credit or property for other than the club purpose.
5. Do any act detrimental to the interest of the club or which would make it impossible to carry on the business of affairs of the club.

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 30^th 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.