Partnership Agreement
of the
SKINNY COW INVESTMENT
CLUB
THIS AGREEMENT OF PARTNERSHIP effective as of January
1, 2008, by and between the undersigned on the Signature Appendix, to wit:
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 Massachusetts.
2. Name. The name of the partnership shall be "Skinny
Cow Investment Club"
3. Term. The Partnership shall begin on January 1,
2008 and shall continue until December
31 of the same year and thereafter from year to year unless earlier terminated
as hereinafter provided.
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 Fifty ($50.00).
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 $50.00 may do so provided, the capital
contribution is in a multiple of 10 Dollars ($10.00). 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 Agreement 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 (20). A couple, unless they
expressly wish to be considered as different partners, shall be counted as 1
(one) partner.
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.