PIKE INVESTMENT GROUP CHARTER
I. Formation
The Partners form a partnership under the name of the Pike Investment
Group (herein referred to as the "Group").
II. Adoption
Adoption of this Charter nullifies any previous charter and any of its
charges.
III. Purpose
The purpose of the Group shall be to invest the Group's assets solely in
stocks, bonds, and/or securities for the education and benefit of the
Partners.
IV. Term
The Group shall begin on September 26, 1996, and shall continue until
December 31, 1996, and shall continue on a yearly basis with fiscal year
being from January 1 to December 31.
V. Capital Contributions
A. The Partners have each made an initial capital contribution in the amount
of twenty-five dollars ($25.00).
B. The Partners shall each make additional capital contributions in the
amount of twenty-five dollars ($25.00) every month on the date of the
regularly scheduled meeting of the Group.
C. A Partner may contribute additional amounts over the required minimum and
will receive proper credit to their own capital account.
D. All contributions will be credited monthly to the respective member's account.
E. Nonpayment of due capital contributions will result in a loss of current
monthly voting privileges, delinquent contribution fines, and/or expulsion
from the Group.
VI. Capital Accounts
A. An individual capital account shall be maintained for each Partner.
B. Such capital accounts shall consist of a Partner's initial capital
contribution and be:
(1) Increased by such Partner's additional capital contributions, and by such
Partner's share of Group profits transferred to capital as provided for herein;
(2) Decreased by such Partner's share of Group losses, and by the amount
distributed to such Partner in reduction of such Partner's capital.
(3) Increased or decreased (as the case may be) for any increase or decrease in
the net value of the Group assets as provided for in Section VII.
VII. Valuation
A. Valuation shall be accomplished by use of the method described in the National
Association of Investment Clubs Club Accounting Kit, using the computer program
accompanying the kit, and described in the NAIC book, Starting and Running a
Profitable Investment Club (pgs. 210-213), called the Unit Valuation Method.
B. Each Partner's capital account will be valuated on or about the tenth (10th)
day of the month in which a regularly scheduled business meeting is scheduled.
C. Said valuations shall be the duty of the Financial partner.
VIII. Management
A. At all meetings, a two-thirds (2/3) majority of the partners will constitute
a quorum for the transaction of Partnership business.
B. All decisions, except as otherwise provided for in this Charter, shall be made
by a two-thirds (2/3) majority vote of the Partners in attendance.
C. A written and signed proxy when assigned to a Partner in attendance at a
meeting shall be considered the vote cast by the absent Partner.
D. No more than one (1) proxy vote may be accepted or voted by any one (1)
Partner.
E. All voting will be done by show of hands, excepting those for admitting new
Partners, those pertaining to election or expulsion of Partners and those
pertaining to the impeachment of officers, all of which will use secret
ballots, on which "yes" or "no" will be recorded legibly, with the names of
the candidates for the office voted for, and be revealed to all assembled after
all ballots have been cast, even including those voting by proxy.
IX. Profit and Loss
The net profits or net losses of the group shall be allocated or charged to
the capital accounts of the Partners, as of each valuation date, according to
the valuation method stated in Section VII, Valuation.
X. Books and Records
A. Books of Account of the transactions of the Group shall be kept and be
available and open to inspection and examination by any partner on the meeting
day.
B. Within thirty (30) days prior to the annual accounting, an auditing committee
comprised of two (2) non-officer Partners, appointed by the Senior Partner,
shall inspect the Group's books of account in conjunction with the Financial
Partner.
C. At the first business meeting of each calendar year, a full and complete
annual accounting of the condition of the Group will be made known to the
Partners.
D. Such appropriate information as may be required by each Partner for the
purpose of preparing their income tax returns shall be made to each Partner
in a timely manner by the Financial Partner.
XI. Bank Account
A. The Group will select a bank for the purpose of depositing and utilizing funds.
B. Funds in said bank account shall be withdrawn by checks signed by the Financial
Partner, the Senior Partner, and any other appointed Partner's).
C. Interest, if any, earned by the said account will be contributed to the assets
of the actually named holder of record of the account, if other than the Pike
Investment Group.
XII. Debt
At no time will the total debt of the Group exceed an amount equal to five
percent (5%) of the monthly capital contributions, except as by vote as
conducted in accordance with Section VIII, Management.
XIII. Broker Account
A. None of the Partners in this Partnership shall be a broker.
B. The Partnership may select a broker and enter into such agreements with said
broker as required for the purchase or sale of stocks, bonds, and securities.
C. Selection of a broker shall be based on a simple majority vote of both those
present and those voting by proxy at a regularly scheduled business meeting.
D. The Financial Partner shall perform the ministerial functions of giving orders
to the broker covering the purchase or sale of stocks, bonds, and securities
for the accounts of the Partnership and then only after said purchases or
sales have been approved by a majority vote of the Partners of this
Partnership.
XIV. Forbidden Acts
No Partner shall:
A. 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;
B. Assign, transfer, pledge, mortgage, or sell all or part of their interest in
the Partnership to any other, except as provided for in Sections XV and XVII;
C. Purchase an investment for the Partnership when less than the full purchase
price of same is paid;
D. Use the Partnership's name, credit, or property for other than Partnership
business;
E. Do any act, detrimental to the best interest of the Partnership or which would
make it impossible to carry on the business or affairs of the Partnership.
XV. Additional Partners
A. With the unanimous consent of all Partners, additional persons may be admitted
as Partners effective as of the date of any specified regularly scheduled
business meeting of the Group.
B. Such new Partners shall be required to invest a minimum of twenty-five dollars
($25.00) as an initial capital contribution on or before the effective date of
such new partner's admittance to the Group, except those Partners admitted
under Section XVI (D3, a&b), who shall not be required to make a twenty-five
dollar ($25.00) initial capital contribution.
C. It is desirable that potential new Partners be present at least two (2)
regularly scheduled business meetings before being proposed for Partnership in
the Group.
D. The total number of all Partners shall not exceed fifteen (15).
XVI. Withdrawal, Death or Incapacity of Partners
A. Any Partner may withdraw from the Group by giving written notice to any
officer of the Group, but such withdrawal shall not be effective until the
second valuation date following the giving of such notice, unless an earlier
effective date is established by unanimous consent of all the Partners.
B. The interest in the Group of a Partner who dies or becomes incapacitated shall
be deemed to have been withdrawn on the first valuation date following receipt
by the Group of notice of such Partner's death or incapacity.
C1. Upon receipt of written notice of the intention to withdraw from the Group,
the Financial Partner shall valuate the withdrawing Partner's capital account
in the manner set forth in Section VII.
C2. This valuation amount will be the amount due to the withdrawing Partner, and
said amount will be liquidated in one of the following ways, as chosen by the
remaining Partners by a two-thirds (2/3) majority vote.
D1a Cash payment, only if the capital account of the withdrawing Partner equals
not more than the value of two (2) months of the entire Partner's monthly
capital contributions, which can be used to purchase the withdrawing Partner's
capital account.
D1b If needed, cash reserves and/or expense money at hand may also be used, if not
previously budgeted for other uses.
D2a Partnership may purchase said capital account in the following prescribed
manner, and pay cash to the withdrawing member:
D2b Partners shall have the option to purchase, in proportion to their capital
accounts in the Group, a proportionate amount of the withdrawing Partner's
capital account.
D2c If all Partners do not exercise their option to purchase their proportionate
amount, those Partners wishing to purchase an amount greater than the
proportionate amount they may have otherwise purchased, may purchase
additional amounts available to them, as long as an equal distribution of the
assets is made available to those wishing to purchase said assets.
D2d If the amount left in the withdrawing Partner's capital account after being
decreased by the methods in D2b and D2c can be liquidated by exercise of
option D1a and D1b, then the Group can so choose to do so.
D3a Partnership may choose to sell the withdrawing Partner's capital account to a
new member who wishes to purchase it at full value, provided the new Partner
has met the requirements of Section XV, Additional Partners.
D3b New Partner must pay the Group the entire purchase price of the withdrawing
Partner's capital account as determined according to Section XVI, C1, at least
two weeks before the second valuation date following the Group's receipt of
the Partner's written notice of withdrawal.
D4a A Partner withdrawing all or part of their capital account may be paid in
stock valued as close to or equal to their capital account, with cash used to
make up the difference.
E. Any expenses incurred by the Group in liquidating any Partner's capital
account so described in this section will be deducted from that Partner's
amount to be paid.
XVII. Expulsion
A. Any Partner may be expelled by two-thirds (2/3) majority vote of Partners
attending a regularly scheduled business meeting for nonpayment of additional
capital contributions for two (2) consecutive regular meetings.
B. Any Partner may be expelled for any reason as outlined in Section XIV,
Forbidden Acts, or for any other good and just reason, upon the two-thirds
(2/3) affirmative vote of the Partners attending a regularly scheduled
business meeting.
C. Advanced notice of intent to hold a vote of expulsion must be given to all
members; when possible, a registered letter will be mailed to the partner who
is being proposed for expulsion.
D. Proxy votes will he made available to all who will not be able to attend a
vote of expulsion and such votes will be utilized in accordance with Section
VIII, Management.
E. If a quorum is not present for the regularly scheduled business meeting when
the expulsion vote is to be held, the measure may be voted on at a specially
called meeting for that purpose only, or will instead be carried over to the
next regularly scheduled business meeting.
F. If a non-quorum occurs as in XVII E, Section XVII C must be complied with to
the fullest extent possible before any vote on the motion to expel can be
acted upon.
G. Any Partner so expelled under provisions of this section will have their
capital account liquidated in conformity with Section XVI, but an additional
month may be added to the schedule of liquidation if the Group so desires.
XVIII. Continuation
If the capital account of a withdrawing, deceased, incapacitated, or expelled
member is purchased in accordance with Section XVI of this Charter , the Group
business shall not terminate but continue as of the effective date of
withdrawal or expulsion, after an adjustment is made in the remaining or
surviving Partners' capital accounts, as the case may be in accordance with
the provisions of this agreement.
XIX. Liquidation
A. Any motion to liquidate will be tabled until such next regularly scheduled
business meeting is held, and all Partners are to receive due notice of the
motion for liquidation.
B. The Partnership may be dissolved and terminated upon the affirmative vote of a
two-thirds (2/3) majority of a quorum of Partners at a regularly scheduled
business meeting.
C. Proxy votes may be used for this process, conforming to Section VIII.
D. The final valuation date will be, for purposes of this section, that one which
date is nearest to the meeting at which the tabled motion will be voted upon
by the several Partners.
E. Partners will be paid in such stocks, bonds, or securities to the greatest
extent possible with cash being utilized when needed to equal the Partner's
several capital accounts.
F. If this Partnership is dissolved, then all former Partners as the case would
be, agree not to utilize in any manner the name of such Partnership, the Pike
Investment Group, for a period of not less than one (1) year after the date of
final liquidation.
XX. Officers
A1 The Senior Partner, Assistant Senior Partner, Recording Partner, and the
Financial Partner will be elected annually during the regularly scheduled
business meeting.
A2 The newly elected officers shall assume the duties of their respective offices
at the January meeting of the next calendar year.
A3 Officers may succeed themselves in the same office.
B. It shall be the duty of the Senior Partner to preside at all Group meetings;
appoint a parliamentarian; appoint committees; be responsible for the
educational program of the Partnership; and oversee Group activities.
C1 The Assistant Senior Partner shall assume the duties of the Senior Partner
when the Senior Partner is absent or temporarily unable to carry out the
defined duties.
C2 The Assistant Senior Partner will also perform other such duties as are
requested by the Senior Partner.
C3 In case of the Senior Partner's withdrawal or expulsion from the Group, the
Assistant Senior Partner will assume the Senior Partner's office until the
next normally scheduled election.
D. The Recording Partner shall keep a record of Group activities; report on
previous meetings (minutes); maintain correspondence; and perform other such
duties as are reasonably requested by any of the other Partners.
El The Financial Partner shall place buy and sell orders on instruction from the
Partnership; collect, deposit, and distribute funds; maintain an accurate and
current set of books covering all Group financial operations, assets, and
Partner's capital accounts; issue receipts for their contributions; perform
and report monthly valuations; and perform any other enumerated duties
contained in this Charter.
E2 The Financial Partner shall also educate at least one other Partner as to the
proper performance of the Financial Partner's duties in case the Financial
Partner is unable for any reason to perform same.
F1 If any one of the several officers shall fail to satisfactorily perform their
stated duties, any one may be removed by a two-thirds majority (2/3) vote; the
procedure for removing a Partner from their elected or successive position
will be as described as for the expulsion of a Partner as in Section XVII.
F2 Removal as an officer does not automatically also result in expulsion as a
Partner.
G. Election of a new officer, except to replace the Senior Partner, after any
officer is removed or vacates their office, will occur at the next regularly
scheduled business meeting.
H1 An officer may elect to resign their office by writing of their intention to
do so and delivering same to the Recording Partner or to the Senior partner.
H2 Such resignation is effective immediately upon receipt.
H3 Election of a new officer follows the procedures of Section XX.
XXI. Compensation
No Partner shall be compensated for services rendered to the Partnership,
except for reimbursement of authorized expenses.
XXII. Expenses
A. Each Partner shall contribute ten dollars ($10.00) each December to help pay
Group expenses.
B. New Partners will pay a prorated share of the ten dollars ($10.00) as of the
date of their initial capital contribution, with a minimum of one dollar
($1.00).
C. Any expenses will be discussed at the regular business meetings, and voted on
as the case may be; a simple majority at a meeting with a quorum will be
sufficient to authorize payment.
D. If need be, additional expense money may be voted on by a two-thirds (2/3)
majority present at a regularly scheduled business meeting, but in no case
will capital contributions be used for expense purposes.
E. Expense money may be used to purchase new stock or for purposes outlined in
Sections XVI or XVII.
XXIII. Delinquent Capital Contributions
A. Monthly capital contributions of a minimum of twenty-five ($25.00) dollars to
the Partner's capital accounts are due and payable at each regularly scheduled
business meeting; should a Partner be delinquent in their monthly contribution
by more than one (1) week, a delinquent fine of one dollar ($1.00) will be
imposed on said Partner.
B. Should the delinquency exceed thirty-one (31) days, an additional fine of
three dollars ($3.00) will be imposed on the delinquent Partner.
C. Should the delinquency exceed sixty-one days (61), the said Partner's
membership shall be terminated as outlined in Section XVII.
D. Failure to pay the delinquency fines so imposed may result in expulsion.
E. All delinquency fines will be added to the expense account.
XXIV. Visitors
A. Visitors are welcome to attend regularly scheduled business meetings; however,
as a courtesy to all Partners, notification to the Senior Partner of an intent
to have a visitor is requested.
B. As visitors are potential Partners, all Partners should make them feel welcome.
XXV. Withdrawn or Expelled Partners
A. Once a Partner has withdrawn as under Section XVI or has withdrawn in any
other manner, or has been expelled as under Section XVII, each such former
Partner is required to be considered a Non-Partner.
B. Non-Partners may be readmitted as Partners only as provided for under Section
XV, Additional Partners.
XXVI. Amendments
A. Any Partner may propose an amendment at any regularly scheduled business
meeting; said proposed amendment must be also presented in written form, and
be seconded in order to be considered.
B. Any proposed and seconded amendment will be tabled and be voted on for
adoption at the next regularly scheduled business meeting of the Group.
C. All partners are to be informed of the specifics of the proposed, seconded,
and tabled amendment prior to the next regularly scheduled business meeting of
the Group.
D. The proposed and seconded amendment will be discussed under old business, and
may be adopted by an affirmative vote of two-thirds (2/3) of those present at
the regularly scheduled business meeting.
E. Proxy votes may be used, as provided for in Section VIII.
F. Any adopted amendment will become effective at the next regularly scheduled
business meeting.
G. Any proposed, seconded, tabled amendment which fails of an adoption vote,
shall not be re-proposed as an amendment for a period of at least three (3)
months, when it must follow this amendment procedure.
XXVII. Declaration of Partnership
A. This Charter of Partnership is hereby declared and shall be binding upon the
respective heirs, executors, administrators, and personal representatives of
their parties.
B. This Charter nullifies any previous Charter of the partnership, and declares
void any and all parts of same.
C. In witness whereof, the Partners have set their hands and seal the year and
the day written below.
D. All parties who so set their hands and seal do agree to abide by all of its
terms set forth.
XXVIII. Signature and Partnership Date
SIGNATURE PARTNERSHIP DATE
1. __________________________ _________________________
2. __________________________ _________________________
3. __________________________ _________________________
4. __________________________ _________________________
5. __________________________ _________________________
6. __________________________ _________________________
7. __________________________ _________________________
8. __________________________ _________________________
9. __________________________ _________________________
10. __________________________ _________________________
11. __________________________ _________________________
12. __________________________ _________________________
The following amendments to the Pike Investment Group Charter were adopted
October 16, 1997:
Article V., Section B. was amended to read:
The Partners shall each make additional capital contributions in the amount of
thirty-five dollars ($35.00) every month on the date of the regularly
scheduled meeting of the Group.
Article XVI, Section F was added:
No expense money is reimbursable to any member falling under this article or
any other article of this charter.
Article XVII, Section H was added:
Any member who fails to attend three (3) meetings consecutively, or fails to
meet in any four (4) out of five (5) consecutive meetings will be
automatically expelled, unless a justifiable excuse is accepted by
two-thirds (2/3) majority vote at the next regularly scheduled meeting; such
expulsion will be without regard to any other provisions or procedures of
the Pike Investment Group Charter.
Article XXIII, Section A was amended to read:
Monthly capital contributions of a minimum of thirty-five ($35.00) dollars to
the Partner's capital accounts are due and payable at each regularly scheduled
business meeting; should a Partner be delinquent in their monthly contribution
by more than one (1) week, a delinquent fine of one dollar ($1.00) will be
imposed on said Partner.
Article XXVI, Section H was added:
If all Partners are present, any Partner may propose an amendment in written
form, and with the consenting vote of all present, the amendment may be
immediately adopted, to be effective at that same meeting; if there is even
one dissenting vote, the amendment method as described in Article XXVI,
Sections A-G, will be adhered to.
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