PARTNERSHIP AGREEMENT
1. FORMATION OF THE PARTNERSHIP: The undersigned hereby form a General Partnership in, and in accordance with, the laws of the State of New South Wales.
2 NAME OF THE PARTNERSHIP : The name of the partnership shall be F.M.C. Investment Club.
3. TERMINATION OF THE PARTNERSHIP: At any Annual General Meeting or any Extraordinary General Meeting the partners may vote to terminate the partnership.
A 75% majority of all partners shall rule.
Assets should be liquidated and disbursed within 6 months of the vote of all partners to terminate.
4. PURPOSE: The purpose of the partnership shall be to invest the assets of the partnership solely in stocks, bonds, and securities for the education and benefit of the partners.
5. MEETINGS: Periodic meetings shall be held each month. An Annual General meeting will be held in July each year.
Each partner shall attend a minimum of 8 meetings in each calender year If a partner fails to attend a minimum of 8 meetings in each calender year, the partners partnership will be reviewed and may be terminated as outlined in section 16 of this agreement.
6. CONTRIBUTIONS: The partners will make equal contributions to the partnership each 2nd. Thursday (fortnightly) of $25.00, payable by direct deposit into the partnerships savings account.
Upon the death of a partner, their contribution will cease.
7. VALUATION: The current value of the assets and property of the partnership, less the current value of the debts and liabilities of the partnership (hereafter referred to as "value of a partnership")
shall be determined as of the close of business on the next trading day after a meeting of the partnership
The aforementioned date of valuation shall hereinafter be referred to as "valuation date".
8. CAPITAL ACCOUNTS: There shall be maintained in the name of each partner a capital account. Any increase or decrease in the value of the partnership on any valuation date shall be credited or debited, respectively, to each partners capital account, in proportion to the value of each partners capital account on said date. Each partners contribution to the partnership shall be credited to that partners capital account.
9. MANAGEMENT: Each partner shall participate in the management and conduct of the affairs of the partnership on an equal basis.
Decisions on the following issues will require a 75% majority vote of all the partnership members:
a) Termination of the partnership as outlined in section 3 of this agreement.
b) Amendment of this agreement as outlined in section 19 of this agreement.
Decisions on the following issues will require a 75% majority vote of partners at any meeting:
a) Decisions to purchase or sell stocks, bonds, and securities.
b) Distribution of profits as outlined in section 22 of this agreement.
c) Withdrawal as outlined in section 16 of this agreement.
All other decisions will be made by a simple majority.
A written and signed proxy when assigned to a partner in attendance at a meeting shall be considered the vote by the absent partner. However no more than one proxy may be accepted or voted by any partner.
10. SHARING OF PROFITS AND LOSSES: Net profits and losses of the partnership shall insure to, and be borne by, the partners, in proportion to the credit balances in their capital account.
11. BOOKS OF ACCOUNT: Books of account of the transactions of the partnership shall be kept and be available and open to inspection and examination by any partner at any time.
A copy of each partners current account and the current bank account balance will be submitted by the Financial partner at each meeting.
12. ANNUAL ACCOUNTING: At the first business meeting of each July, a full and complete account of the condition of the partnership shall be made to the partners.
13. BANK ACCOUNT: The partnership will select a bank for the purpose of opening a partnership bank account. Funds deposited into the said bank account shall be withdrawn by cheques authorised by the financial partner and at least one of the other appointed partners.
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 said broker as required for the purchase or sale of stocks, bonds and securities.
The Recording Partner and the Senior Financial Partner 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 partnership and then only after said purchases or sales have been approved by a 75% majority of the partners of this partnership at a meeting.
15. NO COMPENSATION: No partner shall be compensated for services rendered to the partnership, except for re-imbursement of authorised expenses.
16 WITHDRAWAL:
Any partner withdrawing from the partnership will receive one of the following treatments within 30 days of withdrawal, based on the club valuations at the next valuation date.
a) BY DEATH OR INCAPACITY: In the event of death, or physical incapacity, or if a partner is unable to participate actively in the partnership for reasons approved by a vote of 75% of the partnership at a meeting.
100% of the said partners capital account as described in section 7 and 8 of this agreement, less expenses incurred to liquidated assets to satisfy the said amount shall be made available for payment to the partners estate.
1) The Partnership may purchase said capital account.
2) The Partnership may sell said capital account to any person acceptable to 75% of
the remaining partnership at a meeting.
3) The Partnership may liquidate assets to satisfy said amount.
b) BY VOLUNTARY WITHDRAWAL: A partner may withdraw from the partnership by submitting a withdrawal request to the senior partner, in writing, 1 week prior to a meeting.
95% of the said partners capital account as described in section 7 and 8 of this agreement, if membership of the partnership has been less than 5 years; or 97.5% of the said partners capital account as described in section 7 and 8 of this agreement if membership of the partnership has been 5years or more; less expenses incurred to liquidate assets to satisfy the said amount shall be made available for payment to the withdrawing partner within 30 days of the date of the meeting at which the withdrawal has been submitted.
1) The Partnership may purchase said capital account.
2) The Partnership may sell said capital account to any person acceptable to 75% of
the remaining partnership at a meeting.
3) The Partnership may liquidate assets to satisfy said amount.
c) AUTOMATIC WITHDRAWAL : Should a partner be delinquent in her monthly contributions for a period of 6 months plus 1 day she will automatically be terminated as a partner and will receive an amount equal to 95% of her capital account as described in sections 7 & 8, less expenses incurred to liquidate assets to satisfy the said amount, unless otherwise agreed by 75% of the remaining partners at a meeting.
1) The Partnership may purchase said capital account.
2) The Partnership may sell said capital account to any person acceptable to 75% of
the remaining partnership at a meeting.
3) The Partnership may liquidate assets to satisfy said amount
17. OFFICERS: The Senior Partner, Junior Partner, Recording Partners, Financial Partner and Junior Financial Partner will be elected annually during the regular July meeting. The newly elected offices shall assume the duties of their respective offices at the August meeting of each year. Officers may succeed themselves in the same office.
Each partner shall serve on at least 2 committees or hold one officer position each year.
It shall be the duty of the Senior Partner to preside at meetings, appoint committees and oversee club activities and maintain a library of information for the use of the partnership.
The Junior Partner shall assume the duties of the Senior Partner when the Senior Partner is absent or temporarily unable to carry out her duties. In addition, the Junior Partner will be responsible for the educational programme of the partnership.
The Recording Partner shall place, buy and sell orders on instruction from the partnership, keep a record of club activities and report on previous meetings, maintain a contact list of all partners and deal with all correspondence on behalf of the partnership.
The Financial Partner shall place, buy and sell orders on instruction from the partnership, collect and disburse funds, maintain a set of books covering the Partnerships’ financial operations, assets and members shares. She shall prepare an annual statement of liquidating value and prepare proper tax forms.
The Junior Financial partner shall assume the duties of the Senior Financial Partner when the Senior Financial Partner is absent or temporarily unable to carry out her duties. She will also be responsible for the annual auditing of accounts.
18. AUDITING: Within 30 days prior to the annual general meeting, an auditing committee comprised of two non office bearing partners, appointed by the Senior partner, or an outside registered auditor shall inspect the partnership records in conjunction with the financial partner and submit a report for the annual general meeting.
19. AMENDMENTS: The partnership may, at any time, amend this partnership agreement by a 75% majority vote of the partners, with the exception of this section which will require a unanimous vote.
20. DEBTS: At no time will the total debt of the partnership exceed an amount equal of 5% of the monthly contributions of the partnership.
21. EXTRAORDINARY MEETING: An extraordinary meeting may be called at any time provided 2 partners submit notice to the Recording Partner or Senior Partner within 2 days prior to the meeting.
An extraordinary meeting may not proceed unless 75% of the partners are in attendance, either in person, by proxy or by phone.
22. DISTRIBUTION OF PROFITS: The Partnership will determine, from time to time, if approved by a vote of 75% of the partnership at a meeting, whether Partners may withdraw units from the Partnership on account of their accruing share of the profits of the Partnership available for distribution.
23. DEATH, BANKRUPTCY OR LIQUIDATION: The death, bankruptcy or liquidation of a Partner will not automatically dissolve the Partnership.
24. DISPUTE RESOLUTION: A Partner must not start arbitration or court proceedings in respect of a dispute arising out of this Agreement unless a process to resolve all or at least part of the Dispute without arbitration or court proceedings (eg. Mediation, conciliation, executive appraisal or independent expert determination) has been agreed on.
25 FORBIDDEN ACTS: No partner shall :
- 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.
- Assign, transfer, pledge, mortgage or sell all or part of her interest in the partnership to any other partner, except as stated in section 16 of this agreement.
- Purchase an investment for the partnership when less than the full purchase price is paid for same.
- Use the partnership name, credit or property for other than partnership purposes.
- Do any act detrimental to the best interest of the partnership or which would make it impossible to carry on the business or affairs of the partnership.
- Enter into loan agreement on behalf of the partnership.
EXECUTED as an agreement.
SIGNED by
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Nane of PartnerSignature of Partner
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Name of witness (print)Signature of witness
SCHEDULE 1 - LIST OF PARTNERS
Name of Partner / Address of PartnerPARTNER’S DETAILS
Name / Address / Home Phone / Work Phone / Email / Tax File # / Signed?Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes