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Partnership Agreement
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THIS AGREEMENT OF PARTNERSHIP,
effective as of by and between the undersigned, to wit:
NOW, THEREFORE, IT IS AGREED:
1. Formation. The undersigned here by forms a general partnership in
accordance with and subject to the laws
of the state of Wisconsin.
2. Name. The name of the partnership shall be Go Time Investing.
3. Term. The partnership shall begin on and shall continue until December
31 of the same year and there after
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 for the education
and benefit of the partners.
5. Meetings. Periodic meetings shall be held as determined by the partnership.
6. Capital Contributions. The partners may make capital contributions
by the 17 of every month in such amounts as the partnership shall determine.
7. Value of the Partnership. The current value of the partnership, less
the current liabilities of the partnership
(hereinafter referred to as" value of the partnership") shall be determined
as of a regularly scheduled date and
time (`valuation date"). .
8. Capital Accounts. A capital account shall be maintained in the name
of the club. Any increase or decrease
in the value of the partnership on any valuation date shall be credited or debited.
Each partners capital
contribution or capital withdrawal from, the partnership, shall be credited
or debited respectively to that partner.
9. Management. Each partner shall participate in the management and conduct
of the affairs of the partnership
in proportion to the value their net worth.
10. Sharing of Profits and Losses. Net profits and losses of the partnership
shall inure to, and be home by,
the partners in proportion to the value of their net worth.
11. Books of Accounts. Books of account of the transactions of the partnership
shall be kept and at all times
be available and open to inspection and examination by any partner.
12. Annual Accounting. Each calendar year, a full and complete account
of the condition of the partnership
shall be made to the partners.
13. Bank Account. The partnership may select a bank for the purpose 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the bank account shall be Withdrawn by checks signed by any partner designated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 unless another name
shall be designated by the partnership.
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 persons) 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 a transfer of securities,
the corporation or transfer 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 transfer agent has received written notice to the
contrary.
15. No Compensation. No partner
shall be compensated for services rendered to the partnership, except
reimbursement for expenses.
16. Additional Partners. Additional partners may be admitted at any time,
upon the unanimous consent of all
the partners, so long as the number of partners does not exceed twenty (20).
17. Transfers to a Trust. A partner may, after giving written notice
to the other partners, transfer his interest in
the partnership to a revocable living trust of which be is the grantor and sole
trustee.
18. Removal of a Partner.
Any partner may be removed by an agreement of the majority of the partners.
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
the removed partner's net worth,
which shall be in accordance with the provisions on full withdrawal of a partner
noted in paragraphs 20 and 22.
The vote action shall be treated as receipt of request for withdrawal.
19. Termination of Partnership.
The partnership may be terminated by agreement of the majority of the
partners. Written notice of the meeting where the termination of the partnership
is to be considered shall
include a specific reference
to this matter. The partnership shall terminate upon a majority vote of all
partners.
Written notice of the decision to terminate the partnership shall 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
kind, shall promptly be made to the partners or their personal representatives
in proportion to each partners'
net worth.
20. Voluntary Withdrawal of a Partner. Any partner may withdrawal the
value of his net worth from the
partnership and the partnership shall continue as a taxable entity. The partner
withdrawing shall give notice
of such intention in writing to the secretary. Written notice shall be deemed
to be received as of the first
meeting of the partnership at which it is presented. If written notice is received
between meetings, it will
be 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 withdrawal, will be
used to determine the value of the partners net worth.
The partnership shall pay the partner
who is withdrawing all of the value of his net worth in the partnership in
accordance with paragraph 22 of this agreement.
21. Death or Incapacity of a Partner.
In the event of the death or incapacity of a partner (or the death or
incapacity of the grantor and sole trustee of a revocable living trust, if such
trust is a partner pursuant to
paragraph 17 hereof), receipt of notice of such an event shall be treated as
notice of full withdrawal.
22. Terms of Payment. In the
case of a full withdrawal, payment may be made in cash or securities or a mix
of
each at the option of the remaining partners. Where securities are to be distributed,
the remaining partners
select the securities.
Where cash is transferred, the partnership
shall transfer to the partner (or other appropriate entity) withdrawing
a portion of all of his interest in the partnership, an amount equal to the
lesser of (i.) ninety seven percent (97%)
of the value of the net worth of the partner or (ii.) the value of the net worth
being withdrawn, less the actual costs
to the partnership of selling securities to obtain cash to meet the withdrawal.
The amount being withdrawn shall
be paid within 30 days after the valuation date used in determining the withdrawal
amount.
If the partner withdrawing all of
his net worth in the partnership desires an immediate payment in cash, the
partnership at it's earliest convenience may pay seventy five percent (75%)
of the estimated value of his net
worth and the remaining twenty five percent (25%) will be held by the partnership.
When securities are transferred,
the partnership shall select securities to transfer equal to the value of the
net
worth or a portion of the net
worth of the person withdrawing (i.e. without a reduction for broker commissions).
Securities shall be transferred as of the date of the clubs valuation statement
prepared to determine the value of
that partners net worth 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.
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 paragraph
17, without the unanimous consent of all the other partners, assign,
transfer, pledge, mortgage or sell, all or part of his interest in the partnership
to any other partner or other
person whomsoever, or enter into any agreement as a result of which any person
or persons not a partner shall
become interested with him in the partnership.
(c) Purchase an investment for the
partnership where less than the full purchase price is paid for same.
(d) Use the partnership name, credit,
or property for any 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 representatives of the partners.
The partners have caused the agreement of partnership to be
executed on the date indicated below, effective as of the date indicated above.
Amendments to Go Time Partnership Agreement - September, 1999
By a vote of the majority members
present at the September, 1999 meeting, these amendments to the
partnership were approved.
Amendment 1
New Members:
New members will invest a minimum of $100. That money will purchase whatever
portion of units currently in the
club's present unit value. New members will also pay the first monthly fee of
$30. to show intent, thereafter, they
will continue to pay the monthly unit of $30.
Amendment 2
Purchase of additional units:
If any member wants to purchase additional extra units, the cost will be the
monthly fee of $30. The member
must be absolutely clear that it is their intent to purchase more units and
not just pay the monthly fee in advance.