BY-LAWS OF THE
The Gold
Standard Investment Club
April 8, 1997
I.
DEFINITIONS
A.
"Club" means The Gold Standard Investment
Club, formed as a General Partnership on April 8, 1997 and more fully described
in the Partnership Agreement.
B.
"Partner" or "member of the Club"
shall mean a General Partner of The Gold Standard Investment Club.
II.
OFFICERS
A.
The Club's officers shall consist of President,
Vice-President, Secretary, Treasurer, Co-Treasurer and Tax Treasurer.
B.
Duties of the Officers will include, but not be
limited to, the following:
1. The President will appoint committees,
oversee all Club activities, and preside over all Club meetings. The President
will have the power to create and conduct an agenda for all meetings, and may
enforce or waive formalities of such an agenda. The President will have the power to recommend disciplinary
action to any Partner who, in the opinion of a member of the Club, is
considered to have acted contrary to the provisions of these By Laws or has displayed
negligence in the performance of duties or expectations.
2. The Vice-President will assume the duties
of the President when absent or unable to serve the office. The Vice-President
will be responsible for the activities, progress, and reports of all committees
that are formed.
3. The Secretary will keep a record of Club
business and issue a report of all meetings. The Secretary will be responsible
for all correspondence pertaining to the Club, including the distribution of
reports from meetings, officers and committees. Upon notification by the President or the Co-Treasurer; the
Secretary will issue a notice to any Partner regarding any fines or
disciplinary action, and include the reason and decision for the action.
4. The Treasurer will keep record of all
Club financial activities; calculate and distribute valuation statements each
month, and any other statistical reports required. The Treasurer will maintain
records accounting for the Club financial operation; assets; individual account
value.
5. The Co-Treasurer will serve as agent for
the Partnership to place buy and sell orders; and will distribute and collect
funds. The Co-Treasurer will be
responsible for all cash and broker transactions; the collection of dues and
fines; notifying the Secretary of Partners in default of dues or subject to fines;
providing data to the Treasurer.
6. The Tax Treasurer will fulfill the duties
of Treasurer in his/her absence or inability to serve. The Tax Treasurer shall prepare an annual
statement of liquidating value and prepare proper tax forms.
C.
Officers will be elected by the total Partnership at
the first meeting of the Club and to one-year terms at duly called Annual
meetings thereafter. Officers may
succeed themselves in office upon re-election but not after two consecutive
years.
D.
Annually, during the month of October, the current
President shall call for nominations from the Club for all officer
positions. The Club shall then elect
the above officers following the voting procedures described below. The officers shall assume their duties
January 1 of the following year but the previous officers will fulfill the duty
at the annual meeting.
E.
Any officer position that becomes vacant during the
year shall be filled as soon as possible following the same nomination and
voting procedure described above.
F.
A different person shall hold each office.
G.
Each officer is encouraged to appoint an assistant.
III.
PARTNERS
A.
All Club Partners shall participate in ongoing
activities of the Club by:
1. Preparing and posting analyses or other
assignments to further the investment endeavors of the Club;
2. Regularly contributing constructive
comments about Club operations and investment opportunities;
3. Making regular payments to the Club;
4. Keeping a current mailing address on file
with the Secretary at all times;
5. Reviewing monthly and year-end Club reports, including all financial
and tax-information reports, and;
6. Vote in at least 50% of all Club elections during any four month
period.
IV.
PROCEDURES
A.
Regular meetings will be held the second Tuesday of
each month at seven o'clock p.m., or periodically as voted by the Club, at a
time and location agreed upon.
B.
February is designated for the Annual meeting. At the Annual meeting all Partners will be
issued the Annual Report. The Secretary
will give notice to the Partnership as to the time, date, and location of the
Annual Meeting.
C.
Special meetings may be called by the President or
any two officers of the Club upon verbal or written notice to the members of
the Club.
V.
FINANCIAL STATEMENTS
A.
A monthly valuation statement shall list all assets,
at cost and market values, and liabilities of the Club as of the last business
day of the month. It shall also compute
the Value of the Partnership, as defined in Paragraph VII of the Partnership
Agreement.
B.
The Treasurer shall also prepare a summary statement
of capital accounts maintained in the name of each Partner, as provided in
Paragraph VIII of the Partnership Agreement.
C.
The annual Club accounting shall show the
distribution of dividends, interest, short and long-term capital gains, and
expenses.
VI.
VOTING
A.
The right to vote is limited to active Partners.
B.
Approved methods of voting are VERBAL, SIMPLE MAJORITY, TWO-THIRD MAJORITY, POINT SYSTEM
BALLOT, WRITTEN BALLOT and WEIGHTED BALLOT. However,
in the absence of a formal motion to conduct a given vote in another manner, all
votes shall be carried by a simple majority of the active Partners.
C.
The above notwithstanding, the general method of
voting the BUY or SELL of
two or more stock proposals is by the point system ballot followed by a voice
vote of approval. Based on the number of proposals, each Partner assigns the
highest number to the most preferred stock and then gives each remaining stock
one less point, with the least preferred stock receiving one point. If a Partner is unable to attend a given
meeting he/she will have two days to submit a vote for the stock proposals
presented to the Co-Treasurer.
D.
The above notwithstanding, any active Partner may
request that any given vote be retallied on a weighted basis so that the value
of a respective Partner's vote is in direct proportion to the value of his/her
capital account measured against the aggregate value of all capital accounts
comprising the asset base of the Partnership, as established in the most recent
valuation statement duly prepared and presented by the Treasurer. Approval of such a request may not be
unreasonably withheld, however, said request must be made during the meeting at
which the vote in question has taken place.
VII.
GUESTS AND NEW PARTNERS
A.
Partners are permitted to invite guests to attend
regularly scheduled meetings.
B.
Guests are encouraged to actively participate in the
Club discussions and activities for two (2) months before consideration is
given to adding the guest to the Club.
C.
The number of Partners shall be limited to fifteen
(15).
D.
The Club as outlined in Section VI above will vote
the acceptance of new Partners on.
VIII.
DIVIDENDS
A.
The Club shall participate in dividend reinvestment
plans unless the Club votes not to participate for a particular stock.
IX.
BANK(S) AND BROKER(S)
A.
The Club may maintain checking account(s) at the
bank(s) that the Club deems necessary or desirable, or may operate only with
the brokers' account or money market fund linked to the brokerage account.
B.
The Club may engage one or more broker(s) as it deems
necessary or desirable.
C.
The Club shall request the bank or broker to send
statements directly to both the Treasurer and Secretary.
D.
The Club shall instruct the broker(s) that all
requests for funds shall be made in writing and be signed by two (2) officers
of the Club. However, only one (1) signature shall be required for trading
purposes.
X.
PAYMENTS
A.
Monthly payments of fifty ($50), seventy-five ($75),
or hundred ($100) dollars per Partner are due and payable at each regularly
scheduled meeting (the first Tuesday of each month). However, in accordance with the Paragraph VI of the Partnership
Agreement, no capital contribution shall cause an individual Partner's capital
account to exceed twenty percent (20%) of the aggregate value of the capital
accounts of all Partners.
B.
Any Partner may request from the President a
temporary hardship waiver of the minimum monthly payment. Such request shall
not be unreasonably denied.
C.
If available and desired, Partners may arrange for
automatic monthly withdrawal from the Partner's personal checking or other account
to be deposited into the Club's account. Any expense for this shall be borne by
the individual Partner.
D.
There shall be no prepayment of monthly payments.
E.
Non-payment for one (1) consecutive month shall cause
the Partner to be designated inactive. The Co-Treasurer shall notify the
Secretary of any inactive Partners and the Secretary shall inquire by regular
mail or email as to the reason for the non-participation of any inactive
Partner.
F.
Non-payment for two (2) consecutive months shall be
deemed written notice of withdrawal in accordance with Paragraph XVII C of the
Partnership Agreement unless the Club grants a waiver.
G.
The Club shall assess a fine against Partners for
late payments of monthly dues. This fee shall be $10.00 per occurrence.
XI.
EXPENSE REIMBURSEMENT
A.
From time to time, the Club may request a Partner to
purchase goods or services for the benefit of the Club. Upon request of the
Partner, the cost of such expenditure shall be reimbursed by the Club.
B.
The President may authorize expenditures of less than
$100. The total of such presidential expenditures shall not exceed $100 in any
calendar year.
C.
Expenditures of $100 or more shall be authorized only
by a Club vote.
XII.
JOINTLY OWNED CAPITAL ACCOUNTS
A.
There shall be no jointly owned capital accounts.
XIII.
REMOVAL
A.
Failure by a member of the Club to fulfill the duties
as previously defined for two (2) consecutive months shall be deemed cause for
consideration for removal in accordance with Paragraph XVII C of the
Partnership Agreement. A two-thirds majority vote of the remaining members of
the Club shall be necessary for removal of a Partner. Such removal shall be deemed written notice of withdrawal in
accordance with Paragraph XVII C of the Partnership Agreement.
XIV.
NATIONAL ASSOCIATION OF INVESTORS CLUB (NAIC)
A.
The club is a member of the NAIC and will continue to
maintain its membership. Each partner
will also be a member of the NAIC as being a partner of the club.
XV.
AMENDMENT OF THESE BY-LAWS
A.
These by-laws may be amended by a two-thirds Club
vote.
B.
These by-laws shall be construed in accordance with
the Partnership Agreement and, in any conflict, the Partnership Agreement shall
rule.