Partnership Agreement

of the

Northwest Buckeye Model Investment Club

We, the undersigned, hereby enter into this partnership agreement on the 15 of February, 2011 and mutually agree between ourselves as follows:

FIRST: We hereby do organize ourselves into a group or organization to be known as NORTHWEST BUCKEYE MODEL INVESTMENT CLUB and to meet together periodically to accomplish the following objectives:

1. To acquaint and educate ourselves in the fundamental principals and techniques of security investment.

2. Through and by virtue of our relationship to follow together the growth theory of investing.

3. To invest regularly fixed sums as a savings plan and to take advantage of compounding the income from such investments.

4. To increase our appreciation and understanding of the capitalistic system which we feel has been the backbone of the success of America under the free enterprise system.

5. To provide for ourselves no specific periodic cash profit but to enjoy, if possible, through our mutual efforts and co-mingling of funds, a long range increase in our mutual capital investments.

SECOND: The organization shall be run in the following manner:

1. There shall be a President, Vice-President, Secretary, Treasurer, and Assistant Treasurer.
   Officers shall be reimbursed for all miscellaneous administration expenses. Members will pay a $12.00 yearly fee to fund these expenses. Such fund will be administered by the President.

2. Such officers shall be elected annually or upon the occurrence of a vacancy. In the case of a vacancy in the office of Treasurer, the Assistant shall immediately assume that office temporarily, and a new Treasurer will be elected.

3. It shall be the duty of the President to preside at all meetings, to appoint committees and to oversee all organization activities. The President shall appoint three members to a nominating committee in September. Said committee shall present a slate of officers for election at the November meeting. The President shall appoint an audit committee in October. Said committee shall audit the books in January to be completed before the annual meeting.

4. The Vice-President shall assume the President’s or the Secretary’s duties when he/she is absent or temporarily unable to serve. He/she shall also function as the training coordinator in the continuing investment education program.

5. The Secretary shall keep a record of organization business and report on previous meetings.

6. The Treasurer and Assistant shall collect and disburse funds, place buy or sell orders on instructions from the organization, maintain a set of books covering operations and assets.
   A monthly valuation statement of liquidating value shall be available through the web-based software Bivio and may be printed by each member.
   At year’s end, a Schedule K-1 shall be available through the web-based software program Bivio.
   Such Treasurer and/or Assistant shall be constituted the Authorized Agent of this organization.

THIRD: The following regulations shall apply to the membership of the organization.

1. Membership shall be limited to 20.

2. Members may invite guests to any meeting.

3. A unanimous vote of the membership present shall be required for approval of new members. Any new member shall have been a guest to at least three meetings.

4. When a new member is accepted, he/she shall be notified and receive the partnership agreement, and be requested to sign same.

5. Each member shall be designated by the Vice President to be responsible for keeping up to date and informed on a security or securities purchased by the organization. He/she shall be required to report to the organization quarterly on the present status of such security and to make recommendations. The Vice President shall be responsible for scheduling the reports and notifying the members when reports are due.

6. Each member shall be required to attend a minimum of seven meetings during a calendar year. Failure to meet this requirement shall result in termination of club membership. The Secretary shall handle the notification proceedings.
   In the event personal circumstances result in ongoing absences, a member may apply in writing for special exemption from the attendance rule; exemption may be approved only by a two-thirds (2/3) majority vote of members attending the meeting which follows receipt of the written exemption request.

7. Each member is required to buy his/her annual individual BetterInvesting membership.

FOURTH: The meeting of the Club shall be held in the following manner:

1. Regular meetings shall be held at the Maumee Elks on the third Monday / Tuesday of each month, except December; and shall start promptly at 7:00 p.m. No notice of the meetings will be given.

2. Special meetings may be called by the President or Vice-President at least five days before such meeting. The President shall call a special meeting at the request of any three members.

3. Election of Officers shall be held at the November meeting. The newly elected officers will assume their duties at the annual meeting.

4. The annual meeting shall be the regular meeting scheduled for the month of January and no notice thereof need be given to the members.

5. Members changing their residence address, email address, or phone number must give the Treasurer notice in writing.

6. TD Ameritrade must be notified of any change in membership within 2 weeks.

FIFTH: Our organization shall operate in the following manner:

1. Each member is expected to contribute the sum of $30.xx per month and to pay said amount directly to the Treasurer at or before each monthly meeting. Each such contribution shall entitle the contributing member to credit on the organization’s books of a share in the organization. Such share-interest is not transferable by sale, exchange or otherwise and can be returned only upon the member’s withdrawal in the manner hereinafter described.

2. Members may make more than a minimum balance, but only at the time of the meeting, provided however, that no member’s capital account shall exceed 20% of the capital accounts of all the members.

3. A payment must be received by the treasurer no later than 3 business days after the meeting, otherwise the investment is deemed to be late and will not be included in any transactions that month, including securities.

4. No assessable securities shall be purchased and no securities shall be sold short or bought on margin.

5. Purchase or sale action by the organization shall be taken only after a period of discussion by the members present at any regular or special meeting and after a vote in favor thereof by a two-thirds (2/3) majority of the organization’s members present at such meeting.
   Emergency clause: Committee of President, Vice-President, and Treasurer are empowered to buy or sell stock between meetings when they consider it to be advantageous to do so in the best interest of the group.

6. Absent members’ votes may be cast by proxy. Such proxy shall be in writing. The person named as proxy must be a member of the organization.

7. The liquidating value shall be the market value of all the securities,computed on the basis of the closing prices, and market value of cash accounts held by the organization.

8. On being elected, a new member shall sign the partnership agreement and shall have the opportunity to invest a minimum of $30.xx per month to their capital account and payable at or before each regularly scheduled meeting.

9. A member desiring to resign shall complete the termination form and send it to the Treasurer. His/her resignation shall become effective upon date the termination form is received by Treasurer. Upon a member's resignation, the liquidating value of that member's interest in the organization shall be determined by multiplying the value of one unit by the member's units.

10. The death of any member shall have the same effect as though such member had sent a written notice of resignation to the President on the date of such death. Any commission charges or transfer taxes incurred to secure cash and/or transfer of stock for paying the liquidating value may be charged.

11. When a member resigns, payment of the member’s withdrawal interest shall be to the resigning member (or in the case of death, to the legal representative of his/her estate or to his/her trustee if he/she has a trust) within thirty (30) days after the date on which his/her resignation became effective. The club has the option of paying in cash, stock, or a mix of cash and stock.

12. Upon special circumstances, a member can ask for a portion of his/her assets without resigning his/her membership. The club has the option to grant the request and to decide how the payment is to be made: cash, stock or mix of cash and stock.

13. When cash is required to meet a withdrawal, the securities to be sold shall be determined in the same manner as provided in the FIFTH (3) above.

SIXTH: The partnership agreement may be amended only by a supplemental agreement executed by all the parties hereto.

1. The partnership agreement shall be binding upon the respective heirs, executors, administrators and personal representatives of the partners.

2. The partners have caused this partnership agreement to be executed on the dates indicated below, effective as of the date indicated above.

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