THE MAHOGANY ASSOCIATION (T.M.A.)
THIS AGREEMENT OF PARTNERSHIP, prepared in duplicate, each being an original, made as of by and between the undersigned
WITNESSETH:
1. Formation of Partnership: The undersigned hereby form a General Partnership, in, and in accordance with the laws of the State of Ohio.
2. Name of Partnership: The name of the partnership shall be The Mahogany Association, (hereinafter referred to as the "ASSOCIATION").
3. Term: The ASSOCIATION shall begin on July l, l988 and continue until December 3l, l988, and thereafter from calendar year to calendar year unless earlier terminated as hereinafter provided. (Revised l-21-90.)
4. Purpose: The purpose of the ASSOCIATION shall be:
A. Educate members in the fundamental principles and techniques of sound investment practices.
B. Invest regularly and take advantage of compound income in ways consistent with the ASSOCIATION'S investment philosophy.
5. Categories of Partnerships:Â
Partners - Partners shall be defined as the partners listed above and whose signature appears at the end of this document under the category of General Partners. There shall not be any other category of partner.
6. Contribution:
Each partner shall make monthly contributions in an amount not less than Fifty Dollars ($50.00) or as otherwise determined by a 2/3 affirmative vote of the partners. Valid payments on account must be received by the ASSOCIATION'S designee no later than the fifth calendar day of each month. Any payment received after the fifth calendar day of a month shall be considered late and said member shall be assessed a late penalty of Ten Dollars ($10.00) per occurrence or such greater amount as determined by a 2/3 affirmative vote of the partners.
7. Meetings: Regular meetings of the ASSOCIATION shall be held on the third (3rd) Sunday of each month, or more often as determined by the ASSOCIATION membership. Notice of the time and place of each regular meeting shall be given by the Secretary to each partner at least one week before such meeting. Special meetings may be called by the President on such notice as she may determine or may be called by written request of a minimum of Fifty Percent 50% of the membership.
8. Officers: The ASSOCIATION shall have a President, Secretary, and Treasurer. For purposes of this ASSOCIATION, all officers shall be permitted to vote and interact as regular members so long as said member meets the requirements for a member in good standing as defined in the by-laws of this Agreement. President and Treasurer shall have the authority to sign checks. President may delegate her authority to another officer as required. The President shall designate another officer to assume her duties when she is absent and unable to serve.
9. Duties of Officers: It shall be the duty of the President to preside at all of the meetings and to oversee and approve all Association activities. The Secretary shall maintain all ASSOCIATION records and books with the exception of the financial records, take minutes and handle all communications with Association members except those specifically handled by the President. Treasurer shall maintain financial accounts of the ASSOCIATION by: collecting and disbursing funds, maintaining a set of books covering financial operations, assets, members contribution, assessing penalties and late fees, determining valuation of accounts, and making available for review a written report for each designated meeting, which includes a collective account of all funds. Individual accountings shall be made available for review at each regular meeting. The Treasurer shall make a report at each meeting.
10. Management: Each partner shall have one vote in the management of the ASSOCIATION business. Except as otherwise provided in this Agreement, or by the membership, all decisions relating to the ASSOCIATION business shall be determined by a simple majority vote of partners who are current in their contributions and who are present at the meeting, except as otherwise indicated in the TMA by-laws. No partner shall receive any compensation for services rendered to the ASSOCIATION.
11. Books and Records: Proper accounting records of all ASSOCIATION business shall be kept and shall be open to inspection of any of the partners or their designee or legal representative, at all reasonable times. The ASSOCIATION shall maintain its accounting records, and shall report for income tax purposes, on the cash basis of accounting. At the end of each calendar year, a complete accounting of the affairs of the ASSOCIATION shall be furnished upon written request by partner, together with such appropriate information as may be required by each partner for the purpose of preparing her income tax return for that year.
12. Capital Accounts: An individual capital account shall be maintained for each partner. The capital account shall consist of her original capital contribution: (a) increased by her additional contributions to capital and by her share of ASSOCIATION profits transferred to capital; and by her share of ASSOCIATION losses and by distributions to her in reduction of her capital; and (c) increased or decreased (as the case may be) on any valuation date for any increase or decrease in the net value of ASSOCIATION assets. The net value of ASSOCIATION assets shall be determined by Dec., 31 of each year. (or if such date is not a business day then the first business day immediately prior thereto). Such date to be known as a valuation date. Adjustments to the capital accounts of each partner shall be made regularly as of the end of each valuation date of the basis of the ratios of the respective capital accounts on that date. For withdrawal purposes, the valuation date shall be the date of official withdrawal from the partnership.Â
Â
13. Profit and Loss: The net profits or net losses of the ASSOCIATION shall be allocated or charged to the general partners, as of each valuation date, in the ratios of their respective capital accounts on that date.
14. Restriction on Partners: No partner, without the consent of all other general partners, shall:
(a)Â Sell, assign, create a security interest in, or pledge her interest in the ASSOCIATION;
(b)Â Borrow or lend money on behalf of the ASSOCIATION, or purchase any security or bond except for cash in full;
(c)Â Assign, transfer, pledge, compromise, or release any claim of the ASSOCIATION except for full payment, or arbitrate, or consent to the arbitration of any of its disputes or controversies;
(d)Â Use the name, credit, or property of the ASSOCIATION for any purpose other than a proper ASSOCIATION purpose; or
(e)Â Act in a detrimental manner to the ASSOCIATION business or engage in conduct which would make it impossible to carry on that business.
15. Additional Partners: With the unanimous consent of all partners, additional persons may be admitted as partners effective as of the date of a regular meeting of the ASSOCIATION.  The maximum number of partners shall be 20. Any partner that joins after July 1, l988 will join under the following conditions:
1. by paying a minimum of the initial of $1000.00 to partnership
2. by paying a $50.00 assessment to each current partner
3. by paying $500.00 lump sum to their individual accounts
4. Any additional items and or contributions as determined by the unanimous consent of the Association.
16. Withdrawals:
(A) Voluntary Withdrawal:
Any partner may withdraw from the ASSOCIATION upon giving written notice to the President. such withdrawal shall not be effective until the first valuation date following the giving of such notice.
(B) The Partnership may seek the involuntary withdrawal of any partner due to (1) breach of and/or failure to abide by any provision(s) of the partnership agreement and/or (2) breach of any and/or failure to abide by any provisions of the bylaws and/or any (3) other reason as voted and approved by 2/3 of the partners. The vote to involuntarily seek the withdrawal shall be effective immediately upon completion of the vote. Payment of a withdrawn partners account shall be made consistent with the Withdrawal pro-visions of the by-laws and /or partnership agreement. Nothing in this paragraph shall prevent the partnership from entertaining a new motion to involuntarily withdraw a member following 30 days after the last motion for involuntary withdrawal of any partner.Â
(C) Buy out payments for voluntary or involuntary withdrawals shall be made at a rate of 80% of the partner s individual account no later than 6 months after the written notice has been received.
(D) Late fees, penalties, other assessments, and missed monthly contributions shall be deducted from the individual account in accordance with the by-laws and other applicable provisions of the Partnership Agreement.
17. Death: In the event of a partner's death the interest of a partner in the ASSOCIATION shall be deemed to have been withdrawn on the first day after such death subject to withdrawal provision with the exception that the beneficiary will receive 90% of the Partner s individual account.
18. Continuation of Partnership: Upon withdrawal or death of a partner the ASSOCIATION business shall not terminate, but shall continue, as of the effective date of withdrawal or death in accordance with the provisions of this agreement.
l9Â By-Laws:Â All by-laws adopted by the Association membership after 7-1-88 will be effective and operative as of the date of adoption.
20. Liquidation:Â The ASSOCIATION may be dissolved and terminated upon a 2/3 vote of partners who are current in their minimum monthly contributions and assessments, and shall be dissolved and terminated. Upon any such dissolution and termination, the partners shall promptly liquidate the affairs of the ASSOCIATION by paying all debts and liabilities of the ASSOCIATION and by distributing all remaining assets, in cash or in kind or partly in cash and partly in kind, to the partners or their representatives in the ratios of their respective capital accounts on the date of dissolution or termination.Â
21. Arbitration:  Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration by using a mutually agreed upon private arbitrator and each party will bear their own costs.