Doubters Investment Club Partnership Agreement
NOTE: The electronic
links in this on-line version of the DIC Partnership Agreement do not appear in
the original legal document; they are included here for ease of navigation.
Preamble 1:Form 2:Name 3:Term 4:Purpose 5:Meetings
& Quorum
6:Contributions 7:Value 8:Capital
Accounts 9:Management 10:Proxies 11:Books
of Account 12:Annual Accounting 13:Bank
Account 14:Broker Account 15:No Compensation 16:New
Partners 17:Withdrawal 18:Removal 19:Voluntary
Withdrawal 20:Continuation of Partnership 21:Officers 22:Auditing
Committee 23:Amendments 24:Forbidden Acts 25:Mediation Signatures
1. FORM OF
PARTNERSHIP. This Partnership is a General
Partnership under and in accordance with the laws of the State of Texas. Return to
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2. NAME OF PARTNERSHIP. The name of the Partnership is: Doubters Investment Club. Return to
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3. TERM. The Partnership was initially formed on
September 7, 1995. The Partnership
may be terminated by the affirmative vote of two-thirds of the partners during
the September Regular Meeting of any year. Assets must be liquidated and disbursed on or before
December 31st of the year the partners vote to terminate the
Partnership. Return to Top
4. PURPOSE. The purpose of the Partnership is to
invest the assets of the Partnership solely in stocks, bonds, and securities
for the education and benefit of the Partners. Return to Top
5. MEETINGS AND QUORUM. Regular Meetings shall be held on the
second Saturday of each month.
During a Regular Meeting the Partnership may call a Special Meeting to
be held at any other time. A
majority of the partners constitute a quorum for the conduct of Partnership
business. Proxies held by partners
in attendance at a meeting shall be counted toward the quorum. Return to
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6. CONTRIBUTIONS. Each partner shall make a monthly
contribution to the Partnership of no less than $50. The monthly contribution shall be made by automatic bank
draft. The amount of the minimum
monthly contribution may be amended only during the January Regular Meeting. Return to
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7. VALUE OF THE PARTNERSHIP. The Value of the Partnership is the
value of the assets and property of the Partnership, less the value of the
debts and liabilities of the Partnership.
The Value of the Partnership shall be calculated on the Valuation Date
each month. The Valuation Date
shall be the date of the Broker’s monthly statement. Return to
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8. CAPITAL
ACCOUNTS. A Capital Account shall be
maintained in the name of each partner using a system of Valuation Units. The balance in each partner's Capital
Account shall be adjusted to reflect cash contributions to the
Partnership. Any increase or
decrease in the Value of the Partnership shall be reflected in each partner's
Capital Account in proportion to the number of Valuation Units in each
partner's Capital Account on the previous Valuation Date. Return to
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9. MANAGEMENT. Each partner shall participate in the
management and conduct of the affairs of the Partnership on an equal
basis. Unless otherwise required in
this Partnership Agreement, decisions shall be made by the affirmative vote of
a majority of the partners. Return to Top
10.
PROXIES. Proxy voting shall be
allowed. A partner who is not
attending a meeting may give a proxy to another partner who is attending the
meeting. The proxy may be given
verbally or in writing and shall remain effective until the conclusion of the
Regular Meeting or Special Meeting immediately following the assignment of the
proxy. The vote of any partner
holding one or more proxies shall be counted as the vote of the partner and the
vote of the partners for whom proxies are held. Return to Top
11. BOOKS OF
ACCOUNT. Books of account of the transactions of
the Partnership shall be kept and shall be available and open to inspection by
any partner. Return to Top
12. ANNUAL
ACCOUNTING. A full and complete report on the
financial condition of the Partnership shall be made to the partners during the
February Regular Meeting each year. Return to Top
13. BANK ACCOUNT. The Partnership may select a bank for
the purpose of opening a Partnership bank account. Funds deposited in such bank account shall be withdrawn by
checks signed by the Financial Partner and any other appointed partner. Return to
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14. BROKER ACCOUNT. None of the partners of this
Partnership may be a broker. The
Partnership shall select a Broker and execute an agreement with the Broker for
the purchase or sale of stocks, bonds, and securities; and for the handling of
a Partnership cash account. The
Financial Partner shall perform the administrative functions of giving orders
to the Broker for the purchase or sale of stocks, bonds and securities; and for
any other action approved by a vote of the partners. The Partnership may authorize a partner other than the
Financial Partner to act under this Section on a case-by-case basis. Any action taken pursuant to such
authority must be promptly reported to the Financial Partner. Return to
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15. NO COMPENSATION. No partner shall be compensated for
services rendered to the Partnership except for reimbursement of authorized
expenses. Return to Top
16. NEW PARTNERS. The Partnership may vote to accept one
or more new partners at any Regular Meeting. Each partner shall make an Initial Contribution to the
Partnership. A new
partner’s Initial Contribution shall be 1% of the value of the
Partnership on the most recent Valuation Date or $300.00 whichever is greater.
A new partner’s participation in the Partnership officially begins when
the new partner’s Initial Contribution has been received by the
Partnership. Each new partner
shall be given a copy of this Partnership Agreement. Active participation in the Partnership by the new partner
signifies acceptance of and agreement with the terms and conditions of this
Partnership Agreement. A new
Partnership Agreement need not be executed when a new partner is accepted into membership.
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17. WITHDRAWAL BY DEATH, INCAPACITY, OR
OTHER EXTRAORDINARY REASON. The death or
legal incapacity of a partner results in the automatic withdrawal of the
partner. A partner's inability to
actively participate in the Partnership for other extraordinary reasons as
approved by the partnership also results in the withdrawal of the partner. The Withdrawal Date under this section
shall be the date of the Regular Meeting at which the Senior Partner informs
the Partnership that a written and signed notice of the partner's death or
legal incapacity has been received, OR the date of the Regular Meeting at which
the Partnership votes to allow the withdrawal for extraordinary reasons.
The partner or partner's
estate shall be entitled to receive payment based on the value of the partner's
Capital Account. The amount of the
payment shall be calculated as follows:
The number of Valuation Units in the
partner's capital account on the Withdrawal Date shall be multiplied by the
value of each Valuation Unit on the most recent Valuation Date preceding the
Withdrawal Date. This product
shall be reduced by the full amount of any expenses incurred to liquidate
assets to satisfy the withdrawal payment obligation. This difference may be yet further reduced by the pro-rated
amount of any additional administrative expenses incurred by the Partnership
that have not yet accrued to the partners.
This
withdrawal payment must be made no later than 60 days after the Withdrawal Date
and must be satisfied in the manner determined by a vote of the Partnership. Return to
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18. REMOVAL FOR
CAUSE. The Partnership may, by two-thirds vote
of the partners, remove a partner for cause, including but not limited to
delinquency in monthly contributions, failure to abide by the partnership
agreement, or inactivity. The
Withdrawal Date under this section shall be the date of the Regular Meeting at
which the Partnership votes to remove the partner.
The
removed partner shall be entitled to receive payment based on the value of the
partner's Capital Account. The
amount of the payment shall be calculated as follows:
The number of Valuation Units in the partner's
Capital Account on the Withdrawal Date shall be multiplied by the value of each
Valuation Unit on the most recent Valuation Date. This product shall be reduced
by 15%. This difference shall be
further reduced by the full amount of any expenses incurred to liquidate assets
to satisfy the withdrawal payment obligation. This difference may be yet further reduced by the pro-rated
amount of any additional administrative expenses incurred by the Partnership
that have not yet accrued to the partners.
This
withdrawal payment must be made no later than 60 days after the Withdrawal Date
and must be satisfied in the manner determined by a vote of the Partnership. Return to
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19. VOLUNTARY
WITHDRAWAL. A partner may ask to withdraw from the
Partnership by submitting a written and signed withdrawal request to the Senior
Partner. The Withdrawal Date under
this section shall be the date of the Regular Meeting at which the Senior
Partner informs the Partnership that a written and signed withdrawal request
has been received.
The
withdrawing partner shall be entitled to receive payment based on the value of
the partner's Capital Account. The
amount of the payment shall be calculated as follows:
The number of Valuation Units in the partner's
Capital Account on the Withdrawal Date shall be multiplied by the value of each
Valuation Unit on the next Valuation Date immediately following the Withdrawal
Date. This product shall be reduced by 10% during the first year of a
partner’s participation in the Partnership; by 5% during the second,
third, fourth and fifth year of a partner’s participation in the
Partnership; and shall not be reduced following the fifth anniversary of a
partner’s participation in the Partnership. This difference shall be further reduced by the full amount
of any expenses incurred to liquidate assets to satisfy the withdrawal payment
obligation. This difference may be
yet further reduced by the pro-rated amount of any additional administrative
expenses incurred by the Partnership that have not yet accrued to the partners.
This
withdrawal payment must be made no later than 90 days after the next Valuation
Date immediately following the Withdrawal Date and must be satisfied in the
manner determined by vote of the Partnership. Return to Top
20.
CONTINUATION OF PARTNERSHIP FOLLOWING WITHDRAWAL OR REMOVAL. The partnership shall continue
following the withdrawal or removal of any partner; a new partnership agreement
need not be executed when a partner is withdrawn from membership for any reason.
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21. OFFICERS. The Senior Partner, Junior Partner,
Recording Partner, and Financial Partner shall be elected annually during the
Regular January Meeting. The newly
elected officers assume the duties of their respective offices at the February
Regular Meeting. Officers
may succeed themselves in office. Return to Top
A.
The
Senior Partner shall preside at meetings; appoint a parliamentarian and
committees as may be necessary; report the receipt of withdrawal requests to
the Partnership; and oversee Partnership activities.
B.
The
Junior Partner shall assume the duties of the Senior Partner when the Senior
Partner is absent or temporarily unable to carry out Senior Partner
duties. The Junior Partner shall
also be responsible for the education program of the Partnership.
C.
The
Recording Partner shall make and keep a record of all matters discussed and
actions taken at all Meetings of the Partnership.
D.
The
Financial Partner shall place buy and sell orders on instruction from the
membership; collect and disburse funds; and maintain a set of books covering
the Partnership’s financial operations, assets, and obligations. The Financial Partner shall also
prepare the Annual Accounting and prepare proper tax forms.
22. AUDITING COMMITTEE. During the December
Regular Meeting, the Senior Partner shall appoint an Auditing Committee to
inspect the partnership records.
The Auditing Committee shall be composed of two partners who are not
officers. The Financial Partner
shall cooperate with the Auditing Committee by providing full access to all
Partnership records, and by complying with all other reasonable requests of the
Auditing Committee. The Auditing
Committee shall complete its work and make a full report to the Partnership at
the time of the Annual Accounting or as soon thereafter as possible. Return to
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23. AMENDMENTS: With the exception of this section,
this Partnership Agreement may be amended at any Regular Meeting by the
affirmative vote of two-thirds of the partners. This Section may be amended at any Regular Meeting by the
affirmative vote of all the partners but only after having been debated at the
prior Regular Meeting. Return to Top
25. MEDIATION. All disputes between one or more
partners and the Partnership must be submitted to mediation before any other
civil legal action is taken. The
parties must fully participate in the mediation in good faith, with integrity,
and with a sincere intention to resolve the dispute. Each party to the mediation must pay its own costs. Partners whose interests are not
adverse are considered one Party for the purposes of this Mediation. Return to
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APPROVED
by unanimous vote of the partners and AGREED, July 14, 2001.
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