This Partnership Agreement is made as of January 6, 2000, by and between the undersigned partners.
1.01
Formation of Partnership:
The undersigned hereby form a General Partnership in,
and in accordance with the laws of, the State of Wisconsin.
1.02
Place of Business:
The principal place of business of the partnership shall be in
Madison, Dane County, Wisconsin.
1.03
Name of Partnership:
The name of the Partnership shall be Madison Tech Investors.
1.04
Purpose:
The Partnership shall be an investment club, whose purpose is to
invest the assets of the Partnership solely in stocks, bonds, and
securities for the education and benefit of the partners.
No investments in short sales, futures contracts, options contracts,
margin accounts, or real estate ventures will be considered by the partners.
The club is principally educational in nature, and no partner should consider
it as his/her main or only vehicle for investing.
Investments are intended to be long-term; no one should expect to move money
into and out of the Partnership frequently.
1.05
Meetings:
Periodic meetings shall be held at intervals determined by the partners.
Attendance at meetings may be in-person or by electronic means.
1.06
Management:
Each partner shall participate in the management and conduct of the
affairs of the Partnership on an equal basis.
Each partner shall have exactly one vote.
Except where specified, ordinary decisions shall be made by an affirmative
vote of a simple majority of all the partners.
No proxy votes will be permitted.
Attendance at scheduled meetings is the responsibility of each partner.
1.07
NAIC Membership:
The club will be a group member of the National Association of Investment Clubs (NAIC).
Individual membership in NAIC will be provided by the Partnership.
1.08
Term:
The Partnership shall begin on January 6, 2000, and shall continue until
December 31 of the same year and thereafter from year to year
unless terminated as provided for in this agreement.
1.09
Voluntary Termination:
The partners may vote to terminate the Partnership upon one month's written
notice of the meeting where the termination is to be considered.
Written notice is understood to include electronic means of communication.
Termination of the Partnership shall require a three-fourths affirmative
vote of all the partners.
The Partnership shall thereupon be terminated by the payment of all the debts and
liabilities of the Partnership and the distribution of the remaining assets
either in cash or in kind to the partners or their personal representatives in
proportion to the valuations of their capital accounts.
1.10
Amendments:
The Partnership may, at any time, upon one month's written or electronic notice
of the meeting where an amendment is to be considered, amend this Partnership
Agreement by a three-fourths affirmative vote of all the partners.
1.11
By-Laws:
Particulars incidental to this Partnership Agreement may be specified
in a set of By-Laws, which may be initiated or amended at
any meeting by an affirmative vote of a simple majority of all the partners.
1.12
Additional Partners:
Persons may be admitted to the Partnership after attending two meetings as observers,
and upon subsequent approval by a simple majority of all the partners at a meeting
where such vote is duly noted, so long as the number of partners does not exceed
the maximum number specified in the By-Laws.
The admitted partner shall then sign the Partnership Agreement and assent to the By-Laws.
2.01
Contributions:
The Partners may make contributions to the Partnership, at each scheduled meeting,
of an amount to be determined, payable by check or cash, to the Financial Partner.
Annual or occasional contributions will be permitted ahead of time.
A monthly contribution of an amount specified in the By-Laws is recommended.
However, since the Partnership is educational in nature, it is agreed that no
minimum contribution will be required from anyone, as long as that person
actively contributes to researching and discussing securities.
No upper limit will be placed on the amount that can be contributed by any partner.
Upon death, a partner's contributions shall cease.
2.02
Valuation:
The current value of the assets and property of the Partnership, less the current
value of the debts and liabilities of the Partnership
(hereinafter referred to as "Value of the Partnership") shall be determined by
the Financial Partner on a date ("Valuation Date") within one week of a
scheduled meeting.
2.03
Capital Accounts:
An individual capital account shall be maintained in the name of each partner.
The capital interest of each partner shall consist of an original contribution
of capital increased by additional capital contributions.
Any increase or decrease in the Value of the Partnership on any Valuation Date
shall be credited or debited, respectively, to each partner's capital account,
in proportion to the value of each partner's capital account on said date.
Each partner's contribution to, or capital withdrawal from, the Partnership
shall be credited, or debited, respectively, to that partner's capital account.
2.04
Nature of Capital Interests:
Assets purchased will be titled in the name of the Partnership or will be
assigned to the Partnership, and shall be apportioned among the partners
on the basis of their percentage interest in the Partnership profits and losses.
2.05
Sharing of Profits and Losses:
Net profits and losses of the Partnership shall inure to, and be borne by,
the partners in proportion to the credit balances in their capital accounts.
2.06
Interest:
All interest and dividends will be reinvested into the Partnership or held as cash.
2.07
No Compensation:
No partner shall be compensated for services rendered to the Partnership,
except for reimbursement of authorized expenses.
2.08
Officers:
The Senior Partner, Junior Partner, Recording Partner, Financial Partner,
and Assistant Financial Partner shall be elected annually, at the last
scheduled meeting of the year, by an affirmative vote of a simple
majority of all the partners.
The newly elected officers shall assume the duties of their respective
offices on the first day of the following year.
Officers may succeed themselves in the same office.
The duties of each officer may be specified in the By-Laws.
2.09
Fiscal Year:
For purposes of financial reporting, the fiscal year of the
Partnership shall be the calendar year.
2.10
Books of Account:
Books of account of the transactions of the Partnership shall be kept
on a cash basis of accounting and be available and
open to inspection by any partner on the meeting day.
2.11
Annual Accounting:
A full and complete account of the condition of the Partnership
shall be made to the partners once a year.
2.12
Auditing:
Within thirty (30) days prior to the annual accounting, an auditing committee
composed of two (2) non-officer partners, appointed
by the Senior Partner, shall inspect the Partnership records in conjunction
with the Financial Partner.
2.13
Bank Account:
The Partnership may select a bank for the purpose of opening
a Partnership bank account.
Funds deposited in said bank account shall be withdrawn by checks
signed by the Financial Partner.
2.14
Broker Account:
None of the partners of this Partnership shall be the Partnership's broker;
however, the Partnership may select one or more brokers and enter into such
agreements with said brokers as required for the purchase or sale of stocks,
bonds, and securities.
The appointed partner or 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.
3.00
Withdrawal
3.01
General Provisions Relating to Withdrawal:
The withdrawal, termination, or death of any partner shall not cause a
dissolution of the Partnership.
The remaining partners shall be entitled to continue the Partnership business and name.
3.02
Nature of Payment:
It is the intent of the parties that all amounts payable by the Partnership,
to a withdrawing or terminated partner or successor in interest of a deceased
partner, shall constitute payment for the interest in Partnership property.
The payment shall be considered a distribution of Partnership property under
the Internal Revenue Code and not a payment of income under the Internal Revenue Code.
3.03
Right to Inspect Records:
A withdrawing partner, or the personal representative of the estate of a
deceased partner, shall have the right to examine the books and records
of the Partnership to the extent that such examination shall be necessary
to determine the amount of any of the payments authorized by this Agreement.
3.04
Voluntary Withdrawal of a Partner:
Any partner may withdraw a part or all of his/her capital account,
by giving notice in writing to the Recording Partner.
Notice shall be deemed to be received as of the first meeting of the club
at which it is presented. If notice is received between
meetings, it will be treated as received at the first following meeting.
3.05
Death of a Partner:
In the event of the death of a partner, receipt of notice of such death
shall be treated as a notice of withdrawal.
Liquidation and payment of the partner's account shall proceed in
accordance with procedures for withdrawal.
3.06
Removal of a Partner:
Any partner may be removed by the vote of three-fourths of the other
partners at a meeting where such vote is duly noted in accordance with
the provisions of this agreement.
Written or electronic notice of a meeting where removal of a partner is
to be considered shall include a specific reference to this matter.
The vote action shall be treated as receipt of request for withdrawal.
Any partner who has failed to attend meetings for a period of time specified
in the By-Laws shall be deemed to be removed automatically,
unless a simple majority of the remaining partners vote to override
this removal at a meeting where such vote is duly noted in accordance
with the provisions of this agreement.
The removal shall become effective upon payment of the value of the
removed partner's capital account, which shall be in accordance with
the provisions for withdrawal of a partner.
3.07
Option to Purchase:
The other partners shall have the option to purchase, in proportion to their
capital accounts in the Partnership, the capital account of the withdrawing partner.
If any partner declines this option, the remaining partners may purchase all or
part of the account pro rata, numerator being capital account of purchased partner,
denominator being capital account of all purchasing partners.
If no other partners exercise their options to purchase, then the Partnership
shall pay the withdrawing partner a portion or all of the value of his/her interest
in the Partnership as shown by the valuation statement in accordance with
Section 3.09 of this Partnership Agreement.
3.08
Date of Valuation:
In making payment, the valuation statement prepared for the meeting at which
the notice of withdrawal is received will be
used to determine the value of the partner's account.
3.09
Terms of Payment:
The Financial Partner will make payout within 60 days of approval of withdrawal
or termination, as the case may be.
Payout will be at 100% of the partner's capital account, less the cost of any
necessary liquidation or transfer of ownership of securities.
Payment may be made in cash or securities or a mix as determined by
majority vote of the remaining members at a meeting where such vote is
duly noted in accordance with the provisions of this agreement;
the final decision rests with the remaining members.
The withdrawing partner may express a preference but shall not vote
in matters of this withdrawal.
Where securities are transferred, the partnership shall select securities
to transfer equal to the value of the capital account or a portion of the
capital account being withdrawn, less transfer costs, but without a reduction
for broker commissions.
Securities shall be transferred as of the date of the club's valuation statement
prepared to determine the value of that partner's capital
account in the Partnership.
The club's broker shall be advised that ownership of the securities has been
transferred to the partner as of the valuation date used for the withdrawal.
3.10
Receivership, Bankruptcy, and Acts of Creditors:
In the event that any partner's interest in this Partnership shall be
subjected to the claims of any receiver, bankruptcy trustee, or creditor,
or shall be forfeitable under any law of any governmental agency,
said partner shall immediately be considered to be a withdrawing partner
under this article.
In such event, such partner's interest shall immediately be transferred
to the remaining partners in return for the payment provided in Section 3.09.
The withdrawing partner shall immediately have no interest in the Partnership assets,
nor shall any receiver, bankruptcy trustee, or creditor, except to receive payment,
if any shall be due, to withdrawing partner as set forth in this Agreement.
4.00
Forbidden Acts:
No partner shall:
4.01
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.
4.02
Assign, transfer, pledge, mortgage, or sell all or part of his/her interest
in the Partnership to any non-partner.
4.03
Assign, transfer, pledge, mortgage, or sell all or part of his/her interest
in the Partnership to any other partner without the consent of a simple
majority of the other partners at a meeting where such vote is duly noted
in accordance with the provisions of this agreement.
4.04
Purchase an investment for the Partnership where less than the full
purchase price is paid for same.
4.05
Use the Partnership name, credit, or property for other than Partnership purposes.
4.06
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.
This Partnership Agreement incorporates the full understanding of the partners,
and supersedes all prior understandings, representations, or agreements between them,
and shall be binding upon and inure to the benefit of and be specifically enforceable
against the successors, personal representatives, heirs, and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their hand and seals
to this Partnership Agreement.