The Prophets Investment Club

Bylaws

 

 

Membership

  1. Membership should not be of more than twenty members.

  2. Any member who fails to attend three consecutive meetings unexcused and fails to pay dues for 45 days is subject to expulsion from the club and their share(s) is/are to be liquidated.

  3. In the event of the death or incapacity of a member, receipt of such notice shall be treated as a notice of withdrawal.

  4. Any member may withdraw from the club by giving notice, in writing, to any officer. This notice shall be deemed as being received as of the first meeting of the club at which it is presented. If notice is received between meetings, it shall be treated as received at the first following meeting. In making payment, the valuation statement prepared for the first meeting following the meeting at which the member last purchased a unit will be used as the valuation date to determine the value of the member’s units.  The withdrawing member’s unit value as well as adjustments due to tax basis and realized gain/loss will be calculated prior to determining the withdrawing member payout value. The treasurer shall notify all members the withdrawing member’s payout within 10 days following the official withdrawal notification date.  The club shall pay the withdrawing member the value of his/her units in the club according to the following:

Upon the death, incapacity or withdrawal of a member, the club shall pay the withdrawing member, or members estate in cash, transferred securities, or a combination of both, a purchase price equal to the withdrawing member's unit value minus a 3 % or $100.00 (whichever is lesser) withdrawal fee. Additionally, any outstanding payments due by the withdrawing member will be subtracted from this purchase price. The cash payout and/or request to transfer securities to the withdrawing member shall occur 60 days after the valuation date used in determining the purchase price.

The choice of method of payment and securities to be sold or transferred, if applicable, to the withdrawing member shall be made by a majority vote of the members present at the meeting following a member's notice of withdrawal. In the event a meeting is not held, or a phone or proxy vote is not taken within 60 days of a member's withdrawal, such payout choices shall be made by a majority vote of the club officers.

 

  1. A new member must purchase a minimum of five units at the current unit value.

  2. Partial withdrawals.

 

  1. New members must be approved by a simple majority vote of existing club members.

 

 

Responsibilities

  1. Each member agrees to abide by any and all bylaws, policies, and procedures as approved by the membership.

  2. Each member shall participate in the management and conduct of affairs of the club and serve on committees as needed. Except as otherwise provided herein, all decisions shall be made by a vote of the simple majority of the members present or by a signed proxy.

  3. Bylaws shall be reviewed at least once a year by the new officers or as needed. The bylaws may be amended by announcing the proposed change at least one month in advance of the meeting in which the vote will be held on the proposed amendment. Passage of an amendment will require the simple majority of a quorum of the membership.

  4. Monthly meetings will be held at the houses of the members in descending alphabetical order.

  5. Frequency of stock presentations will be held at the discretion of the club members. The Treasurer will not be required to present a stock.

 

 

Officers

  1. There shall be five officers consisting of a President, Vice President, Secretary, Treasurer, and Assistant Treasurer.

  2. The officers shall serve a full year term from January to January.

  3. A slate of officers will be presented at the meeting preceding the December meeting at which the election will be held.

  4. Officers shall be elected by written ballot by a simple majority of a quorum.

  5. In the event an officer cannot serve the full term, the members can elect a replacement. The selection will be announced one month prior to the meeting for the actual election of the replacement. Where the same procedures will apply as in the election of all officers.

 

 

Duties of the Officers

  1. President - Shall preside at all meetings, enforce the club rules, set up monthly programs and an agenda for each meeting, and place purchase orders for securities when the Treasurer is unable.

  2. Vice President - Shall assume the duties of the president in case of his/her absence and coordinate and direct research.

  3. Secretary - Shall take minutes at each monthly meeting, handle letters of resignation and any necessary correspondence, and supply new members with copies of the bylaws and membership list.

  4. Treasurer - Shall carryout the duties of the treasurer and act on behalf of the Limited Partnership as directed with regard to any and all stocks, bonds, or other securities now or hereafter registered in the name of the Prophets Investment Club; to buy, sell, convey, or transfer ownership of any securities now or hereafter registered in the name of the Prophets Investment Club; to execute any documents relating to the permitted activities described in the above; and shall collect dues and fines, make deposits, pay any necessary bills, give stock quotes, and keep records of the transactions of membership which will be available for inspection.   The treasurer shall have the books of account of transactions of the club ready for annual audit by the appointed committee before the end of the calendar year.  Each calendar year the treasurer will be responsible to see that a full and complete account of the financial condition of the club is made to members.

 

  1. Assistant Treasurer - The Assistant Treasurer shall assist the Treasurer and assumes the duties of the Treasurer following the Treasurer’s term in office.  Additionally, in any and all circumstances where the Treasurer is unable to perform duties outlined in the corporation’s bylaws the Assistant Treasurer may assume full responsibilities and duties of the Treasurer and act accordingly.  

  2. A majority of the officers will have the authority to sell or buy stock in an emergency, but first an attempt to contact all members for a simple majority vote will be made.

 

  1. Following annual elections, the organization’s President, Treasurer and Secretary shall sign a “Resolution” authorizing the Treasurer  to act on behalf of the Limited Partnership with regard to any and all stocks, bonds, or other securities now or hereafter registered in the name of the Prophets Investment Club; to buy, sell, convey, or transfer ownership of any securities now or hereafter registered in the name of the Prophets Investment Club; to execute any documents relating to the permitted activities described in the above.  (See appendix 1.)

 

 

Finances

  1. Dues of $50 (by check) are to be submitted to the Treasurer at each monthly meeting by each member. At no time will the minimum monthly payment exceed $50 without a vote of the entire membership.

  2. A fine of $5 (flat fee) shall be imposed on each member who fails to make a monthly payment within two business days of the monthly meeting.

  3. The financial net worth of each member's units shall be maintained in a capital account. Any increase or decrease in the unit value on any valuation date shall be credited or debited to the accounts. Net profits and losses of the membership shall inure equally to and be borne equally by all members.

  4. The current value of the assets and property of the membership's units less the current value of the debits and liabilities of the membership's units shall be determined on the last market day of the month, preceding the date of each monthly meeting.

  5. No maximum unit holder may invest more than $200 per month.

  6. A new member (defined as anyone holding less than the maximum number of units) has the option of buying as many units as the maximum unit holder.

 

 

Meetings

  1. Meetings will be held on the second Thursday of every month.

  2. Attendance at all meetings is required unless illness or family situation arise. If a member is unable to attend he/she should contact the Secretary.

  3. Meetings will start promptly at 7:00 p.m.

  4. Meetings will be held at the homes of the members in descending alphabetical order.

  5. A majority of the officers may call a special meeting at any time.

  6. A quorum (simple majority) of members must be present, or represented by a signed proxy, to conduct business.

  7. A member who has submitted his or her resignation shall not be counted when determining the quorum.



Forbidden Acts

No Partner Shall:

  1. 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 business.

  2. Without majority consent of all the other partners - assign, transfer, pledge, mortgage or sell all or part of their interest in the partnership to any other or person whomsoever, or enter into any agreement as a result of which any person or persons not a partner shall become interested with them in the partnership.

  3. Purchase an investment for the partnership where less than the full purchase price is paid for same.

  4. Use the partnership name, credit, or property for other than partnership purposes.

  5. Do any act detrimental to the interests of the partnership or which would make it impossible to carry on the business or affairs of the partnership.



These bylaws are hereby declared and shall be binding upon the respective heirs, executors, administrators, and personal representatives of the partner.


Revised and Approved: March 14, 2013