Bylaws and Partnership Agreement of the Prosperity Partners LLC
I. Partnership Agreement of the Prosperity Partners LLC
The undersigned hereby form a Limited Partnership, to be known as Prosperity Partners LLC, and in accordance with the laws of the State of Missouri, to be known as Prosperity Partners LLC Investment Club, herein referred to as, 'The Club '.
II. Purpose
The purpose of The Club is to invest the assets of The Club solely for the education and benefit of the partners.
III. Officers
A. Officers of The Club shall be President, Vice-President, Secretary, and Treasurer, elected from the Partnership.
B. Officers shall be elected at the annual meeting, take office on the day of the election and serve for one year or until new officers are elected. Upon the occurrence of a vacancy, an interim election shall be held to fill the vacancy for the balance of The Club year.
C. Duties
1. The President shall preside at meetings, appoint committees, and oversee all club activities.
2. The Vice-President shall assume the duties of the President when the president is absent or unable to serve. The Vice-President shall appoint partners to present investment reviews and maintain a file of their reports.
3. The Secretary shall keep a record of The Club meetings and business, and report on previous meetings.
4. The Treasurer shall collect and disburse funds, maintain books covering The Club's financial operations, assets and partners' shares, issue receipts to partners for their monthly deposits and maintain an account in the name of The Club at the financial institution agreed upon by majority vote of The Club at the formal annual meeting. Each month, a full and complete account of the condition of the partnership shall be made to the partners.
IV. Membership
A. Additional partners may be admitted at any time, upon the majority approval of the partners.
B. Any new partner will be bound by all terms and provisions herein in the same manner as other partners.
V. Procedures
A. Meetings
1. Regular meetings of The Club shall be held each month at a time and place determined by The Club.
2. The January meeting shall be designated as the formal annual meeting.
3. A special meeting may be called by the Officers upon 24 hour notice to each member of The Club.
B. Operations
1. Each partner shall participate in the management and conduct of the affairs of The Club.
2. Upon joining The Club, each person must make a deposit of $150.00, of which $25.00 will be utilized for initial start-up and enrollment expenses. Each new member shall make an additional deposit in the amount equal to the individual membership dues of the National Association of Investors Corporation. The Club shall make the contribution to the NAIC for the Investment Club Membership.
3. After joining, each partner shall make a minimum deposit of $25.00 each month due to be received by the Treasurer prior to the 15th of each month. A partner who fails to make such deposit must pay said amount prior to or at the next regular monthly meeting or be in breech of said partners partnership obligation. Breech of said obligation by any partner shall result in loss of voting rights and will necessitate a hearing at the next regular monthly meeting to consider termination of the delinquent partner.
4. The partners may make additional contributions to The Club on any date, only in $25.00 increments, provided however, that no partner's capital account shall exceed 50% of the capital accounts of all the partners. Any additional contributions made by any partner may be used at the discretion of said partner for any future months obligation, so long as the minimum deposit requirements for each future regular monthly contribution will be met.
5. The current value of the assets and property of The club, less the current value of the debts and liabilities of The Club shall be determined as of the day prior to the date of the regular monthly meeting. The afore-mentioned date of valuation shall hereinafter be referred to as 'valuation date'.
6. There shall be maintained in the name of each partner, a capital account. Any increase or decrease in the value of The Club on any valuation date shall be credited or debited, respectively, to each partner's capital account in proportion to the value of each partner's capital account on said date. Each partner's contribution to, or withdrawals from, the partnership shall be credited, or debited, respectively to that partner's capital account.
7. Buy and/or sell action may be taken after a discussion by the partners and when voted by a 3/4 majority of the partners present at a scheduled meeting. Purchases of investment securities on margin, short sales, mutual funds, use of derivative products, for both hedging and speculation are permitted as well as any other investments the partners may have cause to consider, not limited to real estate, precious metals, jewelry, collectibles, etc. Generally investment securities will be held in 'street name' of the current financial institution(s), approved by The Club, but physical storage of partnership assets held in possession of The Club shall be properly maintained in bank safe deposit or other necessary secure facility that might be required.
8. Each partner shall have one vote.
9. Books of Account. Books of account of the transactions of The Club shall be kept and at all times be available and open to inspection and examination by any partner.
C. Account closure and partial withdrawal
1. A partner may withdraw their shares after their last deposit has been invested at least thirty days. The Partner shall send written notice of withdrawal to the President which shall become 'effective' on the date that the next regularly scheduled statement is prepared.
a. The other partners shall thereupon have and are hereby given the right during said period to purchase, for their capital accounts in the partnership, the capital account of the withdrawing partner, subject to the 50% limit set forth above.
2. The liquidating value of withdrawal is determined by the partnership share value at the effective date of the withdrawal, less a fee of $25.00. The fee amount may be altered by a vote of The club at any monthly meeting.
3. When cash is required to meet a withdrawal, if necessary, the Partners will determine the assets to be sold before the date of the preparation of the liquidating value statement used to determine the value of the withdrawal.
4. In the years following the year in which a partner joins The Club, any partner who fails to attend a minimum of six regular monthly meetings per calendar year shall be considered to have withdrawn from the partnership, unless otherwise determined by a majority vote of the members present at a regular monthly meeting.
5. The Club shall have the period of sixty (60) days after receiving a withdrawal notice to pay the partner in full.
6. In the event of the death or incapacity of a partner, the other partners shall thereupon have, and are hereby given, an option for a period extending from the date of the notice of death or incapacity, to the second valuation date following such notice, to purchase in their capital accounts in the Partnership, the capital account of the deceased or incapacitated partner subject to the above stated 50% limit. In the event of death, a withdrawal penalty shall not be assessed.
D. Amendments
1. Amendments to this agreement shall be made in the following manner:
a. Publication.
The proposed amendment shall be published at a regularly scheduled meeting.
b. Discussion/Vote.
The proposed amendment will be discussed and voted on at a meeting occurring not earlier than one month following publication. Approval of the proposed amendment shall require the affirmative vote of 3/4 of the partners present at the annual meeting and amendments can only be voted on at the annual meeting.
E. Other Provisions
1. The Club shall begin on November 13, 1997 and continue until December 31, 1997, and thereafter from year to year unless earlier terminated as hereinafter provided.
2. Dissolution of The Club.
The Club may be dissolved by agreement of a collection of Partners whose capital accounts total a 3/4 majority of the total in all Member capital accounts. The President or other Officer shall provide written notice of the decision to dissolve to all Members of The Club. Upon dissolution, Partnership assets shall be converted to cash, all Club liabilities shall be paid and the remaining assets shall be distributed among the Partners in proportion to the value of each Partner's capital account on the date of distribution. Distribution of assets to Partners shall be accomplished not later than sixty (60) days following the date of the agreement to dissolve The Club.
VI. Forbidden Acts -- No Partner Shall:
A. Have the right or authority to bind or obligate The Club to any extent whatsoever with regard to any other matter outside the scope of The Club business.
B. Without the unanimous consent of all the other partners, assign, transfer, pledge, mortgage or sell all or part of their interest in The Club to any other partner or other whomsoever, or enter into any agreement as the result of which any persons not a partner shall have any interest in The Club.
C. Use The Club name, credit or property for other than Partnership purposes.
D. Do any act detrimental to the interest of The Club or which would make it impossible to carry on the business or affairs of The Club.
This Agreement of Partnership is hereby declared and shall be binding upon the respective heirs, executors, administrators, and personal representatives of the Partners.
In Witness Whereof, the Partners have set their hands and seals this
Thirteenth Day of November, 1997.