Sample Investment Club Bylaws
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A. GRS means GRS Investment
Club, formed as a General Partnership on BEGINNING DATE and more fully
described in the Partnership Agreement.
B. "Partner" or "member
of the GRS Investment Club" shall mean a General Partner of the
GRS Investment Club.
A. The GRS officers shall consist
of President, Vice President, Secretary, Treasurer.
B. Duties of the Officers will
include, but not be limited to, the following:
The PRESIDENT will appoint
committees, oversee all GRS activities, and preside over all GRS 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 GRS, is considered
to have acted contrary to the provisions of these By Laws or has displayed
negligence in the performance of duties or expectations. The PRESIDENT
will also have the power to BUY and SELL securities in absence of the
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. The VICE PRESIDENT is
also in charge of all educational activities.
The SECRETARY will keep a record
of GRS business and issue a report of all meetings. The SECRETARY will
be responsible for all correspondence pertaining to the GRS Investment
Club, including the distribution of reports from meetings, officers
and committees. Upon notification by the PRESIDENT or the 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. The SECRETARY must keep hard copies of all GRS correspondence.
The TREASURER will keep record
of all GRS financial activities, calculate and distribute valuation
statements each month, and any other statistical reports required. The
TREASURER will maintain records accounting for the GRS Investment Club
financial operation, assets, and individual account value.
The TREASURER will serve as
agent for the Partnership to place BUY and SELL orders; and will distribute
and collect funds. The TREASURER will be responsible for all cash and
broker transactions; the collection of dues; and notifying the SECRETARY
of Partners in default of dues.
Officers will be elected by
the total Partnership at the first meeting of the GRS Investment Club
and to one-year terms at duly called Annual meetings thereafter. Officers
may succeed themselves in office upon re-election.
Annually, during the month
of April, the current President shall call for nominations from the
GRS Investment Club for all officer positions. The GRS Investment Club
shall then elect the above officers following the voting procedures
described below. The officers shall assume their duties on June 1 of
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. Each office shall be held
by a different person.
G. Each officer is encouraged
to appoint an assistant.
A. All GRS Partners shall participate
in ongoing activities of the GRS Investment Club by:
- Preparing and posting
analyses or other assignments to further the investment endeavors of
the GRS Investment Club;
- Regularly contributing
constructive comments about GRS operations and investment opportunities;
- Making regular payments
to the GRS Investment Club;
- Keeping a current
mailing address on file with the Secretary at all times;
- Reviewing monthly
and year-end GRS reports, including all financial and tax-information
- Vote in at least
two-thirds (67%) of all GRS elections during any six month period.
A. Regular meetings will be
held monthly as voted by the GRS Investment Club. Meetings shall be
held on the third Sunday of every month, 6 PM at a location agreed upon
by GRS. E-mailed notices shall be sent to each member at least one week
in advance of the meeting.
B. May is designated for the
Annual meeting. At the Annual meeting all Partners will be issued the
Annual Report and GRS elections will be conducted. The Secretary will
give notice to the Partnership as to the time, date, and location of
the Annual Meeting and issue a proxy for the election of Officers to
the entire Partnership.
C. Special meetings may be
called by the President or any two officers of the GRS Investment Club
upon verbal or written notice to the members of the GRS Investment Club.
D. The presence or duly executed
proxies of sixty percent (60%) of the active members of the GRS Investment
Club including at least one Officer of the GRS Investment Club will
constitute a quorum sufficient to transact business.
V. FINANCIAL STATEMENTS
A. A monthly valuation statement
shall list all assets, at cost and market values, and liabilities of
GRS as of the fifth day BEFORE the monthly meeting. It shall also compute
the Value of the Partnership, as defined in Paragraph 7 of the Partnership
B. The Treasurer shall also
prepare a summary statement of capital accounts maintained in the name
of each Partner, as provided in Paragraph 8 of the Partnership Agreement.
C. The annual GRS accounting
shall show the distribution of dividends, interest, short and long-term
capital gains, and expenses.
A. The right to vote is limited
to active Partners.
B. Approved methods of voting
are VERBAL, SIMPLE MAJORITY, TWO-THIRDS MAJORITY, POINT SYSTEM BALLOT,
WRITTEN BALLOT, WEIGHTED BALLOT and PROXY. 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.
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.
E. Partners will be entitled
to submit three proxies per calendar year.
VII. GUESTS AND NEW PARTNERS
A. Partners are permitted to
invite guests to attend regularly scheduled meetings with PRIOR majority
approval of the Partners at any regular or specially called meetings.
B. Guests are required to actively
participate in GRS discussions and activities for two (2) months before
consideration is given to adding the guest to the GRS Investment Club.
Guests must complete at least one stock selection worksheet before membership
to the GRS Investment Club is voted upon.
C. The number of Partners shall
be limited to twenty-five (25)
D. The acceptance of new Partners
will be voted on by the GRS Investment Club as outlined in Section VI
A. The GRS Investment Club
shall participate in dividend reinvestment plans unless GRS votes not
to participate for a particular stock.
IX. BANK(S) AND BROKER(S)
A. The GRS Investment Club
may maintain checking account(s) at the bank(s) that the GRS Investment
Club deems necessary or desirable, or may operate only with the brokers'
account or money market fund linked to the brokerage account.
B. The GRS Investment Club
may engage one or more broker(s) as it deems necessary or desirable.
C. The GRS Investment Club
shall request the bank or broker to send statements directly to both
the Treasurer and Secretary, or the Treasurer will send the electronic
statement to the Secretary and, if requested, the President.
D. The GRS Investment 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 GRS Investment Club.
However, only one (1) signature shall be required for trading purposes.
A. Monthly payments in multiples
of ten dollars ($10) and not totaling less than twenty dollars ($20)
per Partner are due and payable at each regularly scheduled meeting.
However, in accordance with the Paragraph 6 of the Partnership Agreement,
no capital contribution shall cause an individual Partner's capital
account to exceed twenty-five percent (25%) of the aggregate value of
the capital accounts of all Partners. Partners may contribute more than
the minimum if they choose so. Partners may agree to change the minimum
amount at any time after the first six months of operation by a two-thirds
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 GRS Investment
Club account. Any expense for this shall be borne by the individual
D. There shall be no prepayment
of monthly payments.
E. Non-payment for two (2)
consecutive months shall cause the Partner to be designated inactive.
The Treasurer shall notify the Secretary of any inactive Partners and
the Secretary shall inquire by certified-return receipt mail as to the
reason for the non-participation of any inactive Partner.
F. Non-payment for three (3)
consecutive months shall be deemed written notice of withdrawal in accordance
with Paragraph 18 of the Partnership Agreement unless a waiver is granted
by the GRS Investment Club.
G. The GRS Investment Club
shall not assess a fine against Partners for late payments of monthly
XI. EXPENSE REIMBURSEMENT
A. From time to time, the GRS
Investment Club may request a Partner to purchase goods or services
for the benefit of the GRS Investment Club. Upon request of the Partner,
the cost of such expenditure shall be reimbursed by the GRS Investment
Club upon furnishing receipts for such purchase.
B. The President may authorize
expenditures of less than $25. The total of such Presidential expenditures
shall not exceed $125 in any calendar year.
C. Expenditures of $25 or more
shall be authorized only by a GRS vote.
XII. JOINTLY OWNED CAPITAL
A. There shall be no jointly
owned capital accounts.
A. Failure by a member of the
GRS Investment Club to fulfill the duties as previously defined for
three (3) consecutive months shall be deemed cause for consideration
for removal in accordance with Paragraph 16B of the Partnership Agreement.
A two-thirds majority vote of the remaining members of the GRS Investment
Club shall be necessary for removal of a Partner. Such removal shall
be deemed written notice of withdrawal in accordance with Paragraph
18 of the Partnership Agreement.
AMENDMENT OF THESE Bylaws
A. These Bylaws may be amended
by a GRS vote at any regularly scheduled meeting and shall be required
to be reviewed in its entirety at the annual meeting.
B. These Bylaws shall be construed
in accordance with the Partnership Agreement and, in any conflict, the
Partnership Agreement shall rule.