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Sample Investment Club Bylaws

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BYLAWS OF THE ANY INVESTMENT CLUB

I. DEFINITIONS

A. "ANY IC" means "Any Investment Club," formed as a General Partnership on BEGINNING DATE in STATE and more fully described in the Partnership Agreement.

B. "Partner" or "member of the Any Investment Club" shall mean a General Partner of the Any Investment Club.

II. OFFICERS

A. Any I.C. 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 Any I.C. activities, and preside over all Any I.C. 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 Any I.C., is considered to have acted contrary to the provisions of these ByLaws 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 TREASURER.

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 Any I.C. business and create and maintain minutes of all meetings. The SECRETARY will be responsible for all correspondence pertaining to the Any 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 or electronic copies of all Any I.C. correspondence.

The TREASURER will keep record of all Any I.C. financial activities using myICLUB.com, calculate and distribute valuation statements each month, and prepare any other statistical reports required. The TREASURER will maintain records accounting for the Any 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 Any 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 (after the IRS partnership tax filing deadline), the current President shall call for nominations from the Any Investment Club for all officer positions. The Any Investment Club shall then elect the above officers following the voting procedures described below. The officers shall assume their duties on June 1 of that year.

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.

III. PARTNERS

A. All Any I.C. Partners shall participate in ongoing activities of the Any Investment Club by:

  • Preparing and posting analyses or other assignments to further the investment endeavors of the Any Investment Club;
  • Regularly contributing constructive comments about Any I.C. operations and investment opportunities;
  • Making regular payments to the Any Investment Club;
  • Keeping a current mailing address on file with the Secretary at all times;
  • Reviewing monthly and year-end Any I.C. reports, including all financial and tax-information reports, and;
  • Vote in at least two-thirds (67%) of all Any I.C. elections during any six month period.

IV. PROCEDURES

A. Regular meetings will be held monthly as voted by the Any Investment Club. Meetings shall be held on the third Sunday of every month, 6 PM at a location agreed upon by Any I.C. 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 Any I.C. 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 Any Investment Club upon verbal or written notice to the members of the Any Investment Club.

D. The presence or duly executed proxies of sixty percent (60%) of the active members of the Any Investment Club including at least one Officer of the Any 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 Any I.C. 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 Agreement.

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 Any I.C. 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-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 re-tallied 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 Any I.C. discussions and activities for two (2) months before consideration is given to adding the guest to the Any Investment Club. Guests must complete at least one stock selection worksheet before membership to the Any 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 Any Investment Club as outlined in Section VI above.

VIII. DIVIDENDS

A. Due to the additional accounting and tax preparation problems, Any Investment Club shall NOT participate in dividend reinvestment plans.

IX. SECURITIES

A. Any Investment Club may invest in any publicly-traded common stock. Due to recordkeeping, accounting, and/or tax preparation difficulties, Any I.C. may not invest in options; publicly-traded or private partnerships (including limited partnerships, general partnerships, or master limited master partnerships; commodities or precious metals or any security holding commodities or precious metals directly; royalty trusts; or cryptocurrency.

Any Investment Club may, if agreed to unanimously by partners, invest in other securities that create difficulties for the treasurer in recordkeeping, accounting, and/or tax preparation such as real estate investment trusts (REITs); business development companies (BDCs); mutual funds; or exchange-traded funds.

X. BANK(S) AND BROKER(S)

A. Any Investment Club may maintain checking account(s) at the bank(s) that the Any Investment Club deems necessary or desirable, or may operate only with the brokers' account or money market fund linked to the brokerage account.

B. Any Investment Club may engage one or more discount brokerage(s) as it deems necessary or desirable.

C. Any Investment Club shall request the bank or brokerage 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.

XI. PAYMENTS

A. Monthly payments in multiples of twenty dollars ($20) and not totaling less than one hundred dollars ($100) per Partner are due and payable at each regularly scheduled meeting. However, in accordance with 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 are encouraged to contribute more than the minimum if they are able. In the event a partner's capital account exceeds the maximum, that member may make member contributions that do not exceed the monthly minimum payment amount, until such time as their account falls below the maximum ownership level. Partners may agree to change the minimum amount at any time by a two-thirds majority vote.

B. Any Partner may request from the President a temporary hardship waiver of the minimum monthly payment and attendance requirements. 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 Any Investment Club 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 three (three) 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 as to the reason for the non-participation of any inactive Partner.

F. Non-payment for six (6) 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 Any Investment Club.

G. The Any Investment Club shall not assess a fine against Partners for late payments of monthly dues.

XII. EXPENSE REIMBURSEMENT

A. From time to time, the Any Investment Club may request a Partner to purchase goods or services for the benefit of the Any Investment Club. Upon request of the Partner, the cost of such expenditure shall be reimbursed by the Any Investment Club upon furnishing receipts for such purchase.

B. The President may authorize expenditures of less than $100. The total of such Presidential expenditures shall not exceed $300 in any calendar year.

C. The Treasurer is automatically authorized to maintain annual or biannual subscriptions to myICLUB.com (for purposes of required unit value accounting recordkeeping) and make annual purchases of myICLUB Club Tax Federal or Club Tax State (for purposes of making required state and/or federal tax preparation).

D. Other expenditures of $100 or more shall be authorized only by a Any I.C. vote.

XIII. JOINTLY-OWNED CAPITAL ACCOUNTS

A. There shall be no jointly-owned capital accounts due to the complications of dealing with state and federal tax laws.

XIV. TRUST ACCOUNTS

A. Due to the loss of IRS protections for partnerships that allow trusts to be members, there shall be no accounts held by trusts in the Any Investment Club.

XV. REMOVAL

A. Failure by a member of the Any Investment Club to fulfill the duties as previously defined for six (6) 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 Any 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.

XVI. AMENDMENT OF THESE Bylaws

A. These Bylaws may be amended by a Any I.C. 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.

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