I. NAME The undersigned hereby form a General
Partnership, to be known as HARVEST INVESTMENT GROUP of Atlanta, Georgia, in accordance
with the laws of the State of GEORGIA, to be known as HARVEST INVESTMENT GROUP, herein
after referred to as "The Group".
II. PURPOSE
The only purpose of The Group is to invest the assets of The
Group solely in stocks, bonds and other securities (collectively herein referred to as
"securities") for the education and benefit of the partners.
III. OFFICERS
A. Officers of The Group shall be President, Vice-President,
Secretary, and Treasurer, elected from the Partnership.
B. Officers shall be elected at the annual meeting, take office
on the day of the election and serve for one year or until new officers are elected. Upon
the occurrence of a vacancy, an interim election shall be held to fill the vacancy for the
balance of The Group year.
C. DUTIES
1. The President shall preside at meetings, appoint committees,
and oversee all group activities.
2. The Vice-President shall assume the duties of the President
when the president is absent or unable to serve. The Vice-President shall appoint partners
to present investment reviews and maintain a file of their reports.
3. The Secretary shall keep a record of The Group meetings and
business, and report on previous meetings.
4. The Treasurer shall collect and disburse funds, maintain books
covering The Group’s financial operations, assets, partners' shares, and member's
deposits and maintain an account in the name of The Group at E-Trade Securities Inc.. Each
year, at the annual meeting a full and complete account of the condition of the
partnership shall be made to the partners by the Treasurer.
IV. MEMBERSHIP
A. Additional partners may be admitted at any time upon the
majority approval of the partners so long as the number of partners does not exceed thirty
(30) and subject to annual review.
B. Any new partner will be furnished a copy of this agreement,
must sign the original and will be bound by all terms and provisions herein in the same
manner as other partners. No partner shall be compensated for services rendered to the
partnership, except reimbursement for expenses.
C. Individuals that are seeking membership or desire to attend a
business meeting must first notify the Secretary. Upon receiving this notice the Secretary
will alert the other remaining Officers. Following equitable deliberation the Officers
will then arrange a date to present this person to the general body. A call election will
ensue shortly thereafter in the absence of the candidate. A majority vote of the members
present is required for obtaining membership.
V. PROCEDURE
A. Meetings
1. Regular meetings of The Group shall be held each month at a
time and place determined by The Group.
2. The January meeting is designated as the annual meeting.
3. The Group will meet monthly and the Treasury will provide a
statement on a quarterly basis.
B. Operations
1. Each partner shall participate in the management and conduct
of the affairs of The Group.
2. Upon joining the Group, each person must make an inital
deposit of $75.00, for membership fee, of which $25.00 will be utilized for initial
start-up, enrollment expenses and commission for the broker.
3. After joining, each partner shall make a deposit of $25.00
each month at the regular monthly meetings. A partner who fails to make such deposit must
pay said amount at or prior to the next regular monthly meeting. Such payment is in
addition to the payment due at said meeting.
4. The partners may make additional contributions to The Group on
the date of each periodic meeting, only in $25.00 increments, provided however, that no
partner's capital account shall exceed 15% of the capital accounts of all the partners.
5. The current value of the assets and property of the group,
less the current value of the debts and liabilities of The Group shall be determined as of
the day of the regular meeting. The afore-mentioned date of valuation shall hereinafter be
referred to a 'valuation date'.
6. There shall be maintained in the name of each partner, a
capital account. Any increase or decrease in the value of The Group 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. Any other method
of valuating each partner's capital account may be substituted for this method, provided
the substituted method results in exactly the same valuation as previously provided
herein. Each partner's capital contribution to, or capital withdrawal from, the
partnership, shall be credited, or debited, respectively, to the partner's capital
account. Net profits and losses of the partnership shall inure to, and be borne by, the
partners in proportion to the value of each of their capital accounts.
7. Buy and/or sell action may be taken after a discussion by the partners and when voted
by simple majority of the partners present at a scheduled meeting. Purchases on margin and
short sales are prohibited.
8. Each partner shall remit their monthly deposit to the
Treasurer at or before the time scheduled for each monthly meeting.
9. Any partner who has not paid his monthly deposit for the
current meeting shall not be entitled to vote, except on propositions or parts thereof
involving sale of securities, liquidation or dissolutions.
10. Each partner shall have one vote, except as provided in
Section E3.
11. Books of account of the transactions of The Group shall be
kept and at all times be available and open to inspection and examination by any partner.
A partner may, after giving written notice to the other partners, transfer his interest in
the partnership to a revocable living trust of which he is the grantor and sole trustee.
C. Account closure and partial withdrawal
1. A partner may withdraw a part or all of their shares after
their last deposit has been invested at least thirty days. The Partner shall send written
notice of withdrawal to the President which shall become effective on the date the next
regularly scheduled statement is prepared. Written notice shall be deemed received as of
the first meeting of the partnership at which it is presented. If written notice is
received between meetings it will be treated as having been received at the next following
meeting. In making payment, the value of the partnership as set
forth in the valuation
statement prepared for the meeting at which written notice is received from a partner
requesting a partial or full withdraw, will be used to determine the value of the
partner's capital account, adjusted for any dividends received to the date the notice was
received.
a) The other partners shall thereupon have and are hereby given
the right during said period to purchase for their capital accounts in the partnership,
the capital account of the withdrawing partner, subject to the 15% limit set forth above.
b) A partner withdrawing all of his shares shall be considered to have withdrawn from the
partnership.
2. Terms of Payment. In the case of a partial withdrawal,
payment shall be made in cash. In the case of a full withdrawal, payment may be made in
cash or securities or a mix of each at the option of the remaining partners. Where
securities are to be distributed, the remaining partners select the securities.
Where cash is transferred, the partnership shall transfer to the
partner (or other appropriate entity) withdrawing a portion or all of his interest in the
partnership, an amount equal to (i) ninety-seven percent)(97%) of the value of the capital
account in the partnership being withdrawn (ii) or if securities are sold, the value of
the capital account being withdrawn, less the actual cost to the partnership of selling
securities. The amount being withdrawn shall be paid within 60 days after the valuation
date used in determining the withdrawal amount.
If a partner withdrawing a portion or all of the value of his
capital account in the partnership desires an immediate payment in cash, the partnership
at its earliest convenience may pay eighty percent (80%) of the estimated value of his
capital account and settle the balance in accordance with the valuation and payment
procedures set forth in Article V Section C number 1 and 2.
When 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 (i.e. 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 the partner's capital account in the partnership. The
Group’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. When cash is required to meet a withdrawal, if necessary, the
Partners will determine the assets to be sold before the date of the preparation of the
liquidating value statement used to determine the value of the withdrawal.
4. Any partner who fails to comply with the monthly deposit
requirement after three months shall be considered to have withdrawn from the partnership,
unless otherwise determined by a majority vote of the members present at a regular monthly
meeting.
5. In the years following the year a partner joins the Group any
partner who fails to attend eight regular monthly meetings a calendar year shall be
considered to have withdrawn from the partnership, unless otherwise determined by a
majority vote of the members present at a regular monthly meeting.
6. Removal of a Partner. Any partner may be removed by agreement
of an absolute majority of partners. Written notice of a meeting where removal of a
partner is to be considered shall include a specific reference to this matter. 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 on full withdrawal of a partner.
7. The Group shall have the period of sixty (60) days after
receiving a withdrawal notice to pay the partner in full.
8. In the event of the death or incapacity of a partner, receipt
of notice of such an event shall be treated as notice of full withdrawal, and a withdrawal
penalty shall not be assessed.
D. Amendments
1. Amendments to this agreement shall be made in the following
manner:
a. Procedure. Any partner may submit a proposed amendment at a
regularly scheduled meeting. The proposed amendment shall be in writing and distributed to
all partners prior to the Discussion/Vote.
b. Discussion/Vote. The proposed amendment will be discussed and
voted on at a meeting occurring not earlier than one month following publication. Approval
of the proposed amendment shall require the affirmative vote of 2/3 of the partners
present or by proxy.
E. Other Provisions
1. The Group shall begin on the effective date of this agreement,
and shall continue thereafter from year to year unless earlier terminated as hereinafter
provided.
2. It shall be the policy of The Group to allow the brokers to
hold delivery on the shares purchased in the account of The Group.
3. Dissolution of The Group. The President or other Officer shall
provide written notice of the decision to dissolve to all Members of The Group. Upon
dissolution, Partnership assets shall be converted to cash, all Group liabilities shall be
paid and the remaining assets shall be distributed among the Partners in proportion to the
value of each Partner's capital account on the date of distribution. Distribution of
assets to Partners
shall be accomplished not later than sixty (60) days following the date of the agreement
to dissolve The Group.
VI. FORBIDDEN ACTS -- NO PARTNER SHALL:
A. Have the right or authority to bind or obligate The Group
to any extent whatsoever with regard to any other matter outside the scope of The Group
business.
B. Without the unanimous consent of all the other partners,
assign, transfer, pledge, mortgage or sell all or part of their interest in The Group to
any other partner or other whomsoever, or enter into any agreement as the result of which
any persons not a partner shall have any interest in The Group.
C. Use The Group name, credit or property for other than
Partnership purposes.
D. Do any act detrimental to the interest of The Group or which
would make it impossible to carry on the business or affairs of The Group.
VII. DISCLAIMER
The Progressive Church of Our Lord Jesus Christ accepts no
liability for any financial loss from the Harvest Investment Group or for any of its
Members. Disputes or inconveniences arising from within or without of this organization
shall be resolved by the governing body and their members in accordance to the written
bylaws or civil courts.
This Agreement of Partnership is hereby declared and shall be
binding upon the respective heirs, executors, administrators, and personal representatives
of the Partners.
IN WITNESS WHEREOF, the Partners have set their hands this
_______________ Day of ________, 2001.
Original agreement:
March 24, 2001
Amendments:
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