Cross Country Investment Club
The Cross Country Investment Club was formed as a general partnership in
the State of Nevada on February 1, 1998. The below enumerated by-laws approved
by the general partners shall provide procedures by which the partnership
will operate to fulfill its purpose, to invest the assets of the partnership
solely in stocks, bonds and securities for the education and benefit of
The Partnership will:
•Invest regularly regardless of stock market ups and downs by avoiding
market timing of and sales of stocks.
•Reinvest all earnings (dividends, capital gains and interest).
•Diversify investments over time to reduce risk.
•Invest primarily in growth companies with good track records.
The members of the partnership shall conduct business via electronic
mail (e-mail) and/or through other electronic means on the Internet. Each
partner, or his or her proxy, shall be have an e-mail address and access
to computer hardware and software sufficient to fully participate in the
affairs of the CCIC.
Any action may be approved by the vote of a simple majority except
as otherwise stipulated by the Partnership Agreement. The Secretary
shall conduct voting procedures according to guidelines mutually agreed
upon by the partners and described in these By Laws.
3. Proxy Representation:
Upon giving notice to the Secretary and all other partners,
any partner may designate any other partner as proxy to represent that
partner on any motions put up for a vote, or for any other business before
the CCIC. A partner may serve as proxy to only one partner at any time.
Prior notice must be given to all partners of any intention to tender a
4. Officers and Committees:
Duly elected officers of the CCIC shall include only the President,
Vice President, Comptroller, Treasurer and Secretary whose roles, responsibilities
and terms shall derive solely from the authority and powers granted by
the partners of the CCIC, and who shall administer to the needs, duties
and obligations of the partnership as specified by the Partnership
and otherwise authorized by these By Laws.
The President shall:
•Set the monthly agenda.
•Serve as the director to the partnership by planning, organizing, coordinating
and directing the activities of the partnership.
•Annually, by November 1, appoint a nominating committee consisting
of two non-officer partners to recommend a slate of officers for the following
year. Such committee shall present a slate of candidates to the partners
for election during the month of December.
•Be authorized to transact all business for the CCIC.
The Secretary shall:
•Ensure effective communication of information among partners.
•As custodian and archivist for the records of the partnership, administer
the recording needs of the CCIC.
•Maintain a written record of all procedures, minutes and decisions.
•Conduct all votes.
The Treasurer shall:
•Manage the financial record keeping.
•Prepare the all financial reports required to meet legal reporting
•Provide monthly reports to the partners of the financial status of
•Act timely and responsibly with the partnership's assets.
•Provide all financial records at the Comptroller's request for audit
•Reconcile all accounts monthly.
The Comptroller shall:
•Audit the financial records of the partnership at least monthly.
•Provide monthly reports that detail the nature and scope of the audit
and any findings.
•With the President and the Treasurer, establish any controls necessary
to protect the assets of the partnership.
The partnership has established various committees to serve its administrative
needs. All committees will have a chairperson that will report to the partnership
on the activities of the partnership as needed.
The partners shall invest specified minimum monthly capital contributions
on or before the due date. All timely contributions will be treated as
if made on the same day for purposes of determining each partner's interest
in the partnership. Any monthly contribution that is not received by the
specified due date shall be considered late and subject to a specified
late payment charge as determined by the partnership, and will be posted
to the partner's capital account on the following month's due date. Any
partner who is in arrears for two months in a row may be considered for
removal per Partnership Agreement's Article 20b. Interest
will not be paid on capital accounts.
6. Bank Account:
Any partner may make regular monthly contributions up to a maximum
amount to be decided by the CCIC. Additional, elective contributions are
not prohibited but are subject to a vote of the CCIC.
Monthly contributions shall be due on the first day of each month and
shall be credited to partner's accounts on that date. Contributions shall
be at least twenty-five dollars ($25.00) but not more than one hundred
dollars ($100.00) monthly. In addition to the regularly scheduled monthly
contribution, any partner may make an elective contribution over and above
the established limits, subject to a majority vote of the partners. The
partners may transfer funds to the partnership by either electronic funds
transfers or by checks payable to the Cross Country Investment Club. The
number of units credited to each partner's capital account shall be based
on the unit value as of the previous valuation date.
Late payments will be assessed a late payment fee of five ($5.00) dollars.
Late payments shall be posted to the partner's capital account on the next
month's due date. Late payment fees shall be credited to the partnership's
income account and shall be waived for late contributions posted at least
one week before the due date.
7. Cash Receipts:
CCIC may select a financial institution for the purpose of opening
a checking account. Funds in the account shall be withdrawn by checks signed
by any partner(s) designated by the CCIC.
A partnership's bank account shall be established at the State Employees
Federal Credit Union, Albany, NY where all partnership contributions shall
be deposited. Authorized expenditures will be disbursed from this account
by the Treasurer or any other authorized officer. All bank statements and
transaction records will be made available to the Comptroller for review
on a timely basis.
No cash deposits shall be received by the partnership. All deposits
shall be made by check or by electronic transfers. Check deposits shall
be received by the Treasurer, payable to the Cross Country Investment Club.
8. Cash Disbursements:
Disbursements will be made based on invoices, vouchers, or schedules
listing each item of expense, with appropriate documentation thereof, if
available, and only after being presented and properly approved by a vote
of the partners. All disbursements shall be paid either :
1. By check authorized by the Treasurer or any other authorized partner
only after receiving approval from the partners.
Reimbursements may be made for direct club expenses by crediting the payee
partner's capital account on the next due date following the presentation
of the invoice. Where such reimbursement is requested, credit will be given
following the posting of the expense to the partnership's financial records.
The expense will be recognized as of the date the invoice is received by
the partnership. The Treasurer shall clearly state in the monthly minutes
that a credit to a partner's capital account has been chosen as the method
for reimbursement and a record of minutes shall be kept by the Secretary.
Should the reimbursement credit exceed the maximum monthly contribution,
the credit may be either spread over a number of months or the partners
may allow the full reimbursement credit as an elective contribution subject
to a vote of the partners as described in Section 5.
2. Credit to the partner's capital account, when mutually agreed upon
by the payee and the Treasurer.
Transfer of funds to the partnership's brokerage account for the purpose
of investing such moneys will be done by check only after notice is given
to the partners. No vote of approval is required for transfers between
Only Officers of the CCIC shall perform the ministerial functions
of giving orders to the broker covering the purchase or sale of stocks,
bonds and securities for the accounts of the CCIC, and then only after
said purchases or sales have been approved by the partners of the CCIC.
10. Accounting System:
The partnership has selected E*TRADE as the broker to maintain a trading
account and a cash account. Both the President and the Treasurer shall
be authorized to execute trades through E*TRADE. E*TRADE will establish
checking priveliges on the cash account for the CCIC which is subject to
a minimum withdrawal of $500. Checks drawn shall require two authorized
signatures: that of both the Treasurer and President. Each month, the Treasurer
will itemize all account activity, balances and position for the partners
to review. Statements shall be forwarded to the Comptroller for audit review.
The account shall use the address of the current Secretary, Gerald B. Glass
as the official address of record. The mailing address shall be that of
Records of the transactions of the CCIC shall be kept, and at all
times be available and open to inspection and examination by request of
any partner. The partnership accounting system will utilize the National
Association of Investors Corporation (NAIC) Club Accounting software and
the NAIC Club Accounting Manual as the basis for its record keeping. Ownership
units will be initially valued at $10.00 per unit. Capital accounts shall
be revalued monthly following the closing market prices on the last normal
business day of the month (the "Valuation Date").
11. Financial Statements:
Each calendar year, a full and complete account of the condition
of the CCIC shall be made by the Treasurer to the partners and distributed
to all partners on an equal basis. Annually, the Financial Partner
will prepare financial statements as well as Form 1065, US Partnership
Return and related schedules K-1 for each partner.
12. Educational Program:
Each month, the Treasurer shall use the NAIC Club Accounting software
to prepare and distribute a Valuation Statement, a Members Status Report,
and an Income and Expense Statement as of the last valuation date. In addition,
the Treasurer shall provide a reconciliation of all bank and brokerage
accounts as of the most current statement.
The Vice President shall direct an educational program for all the
partners assisted by and in conjunction with the partners. The educational
program shall include, but not be limited to a presentation on annual company
reports, the NAIC research procedures, utilization of the VALUE LINE Investment
Survey, STANDARD & POOR'S Stock Reports,
and such other presentations deemed necessary by the partners.
Additional partners may be admitted
at any time, upon the unanimous vote of the active members, so long as
the number of partners does not exceed twenty-five (25). Unless modified
in these By-Laws, the partners have elected to limit membership to 15 partners.
Whereas the partnership depends on the mutual respect, cooperation and
commitment among its partners, all individuals who request membership will
be required to undergo an evaluation period after which the partners will
vote to accept or reject inclusion of the individual into the partnership.
The evaluation period provides opportunity for the partners and prospective
partner to evaluate and assess one another without making financial or
any other commitments. During the evaluation period, the prospective new
partner is expected to fully participate in the discussions of the partners,
however he/she may not vote on any motions or make capital contributions
to the partnership.
One general investment goal of the CCIC
is to invest its assets in the securities that are expected to double in
value within the next five years. While the CCIC intends to primarily invest
in companies it considers growth oriented and with established track records,
the partnership reserves the right to invest limited resources (up to approximately
10% of its assets) in securities generally considered as speculative such
as initial purchase orders or companies with less than five years of operating
15. Modifications and Changes
to these By-Laws:
The partnership may amend and modify these
by-laws as it deems necessary at any time by a majority vote of the partners,
except as otherwise noted in this By-Laws.
16. Modifications and Changes
to the Partnership Agreement:
All changes to the Partnership Agreement require the approval of both
a 2/3 majority of the partners, and by a majority of the ownership interest
in the Value of the CCIC. All amendments, modifications and changes to
the Partnership Agreement shall be reported in these By-Laws until such
time the Partnership Agreement is revised,
and shall be kept current by the Secretary.
A. Motion Number _____, Adopted ___/____/____
Second Revision 03/17/98
Article 6, Capital Contributions shall
be revised to read:
"...Any monthly contribution that is not
received by the specified due date shall be considered late and subject
to a specified late payment charge as determined by the partnership, and
will be posted to the partner's capital account on following month's due