By-Laws
OUTBACK INVESTMENT CLUB
"BY-LAWS"
I. NAME: OUTBACK INVESTMENT CLUB
The Partnership Name shall be Outback Investment Club and shall be referred to
hereinafter as the "OIC".
II. PURPOSE: The purpose of OIC is to:
A. Educate the partners and all investors in the principles of sound investment practices using NAIC guidelines.
B. Enable partners to invest funds for mutual gain based upon the information gathering abilities of the entire group.
C. Illustrate how to start and run an investment club using NAIC Guidelines.
III. OFFICERS:
A. OIC's officers shall consist of President, Vice-President, Secretary, Treasurer, and Co- Treasurer.
B. Duties of the Officers will include, but not be limited to, the following:
1. The PRESIDENT will appoint committees, oversee all OIC activities, and preside over all OIC meetings. The PRESIDENT will have the power to create and conduct an agenda for all meetings, and shall enforce such an agenda. The PRESIDENT will have the power to recommend disciplinary action to any Partner who, in the opinion of a majority of the OIC partners, 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 shall fulfill the duties of TREASURER in his/her absence or inability to serve. In addition, the PRESIDENT will serve as the internal auditor for OIC. In this role, he/she will review all brokerage or bank statements, and will verify financial information provided to the members.
2. 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. In
addition, the VICE-PRESIDENT will also serve as OIC's Portfolio Manager. Minimum
duties will consist of the following :
- maintain continuity of previous researched stocks
- provide current stock prices of club-owned stocks at each scheduled monthly
meeting
- provide club-owned stocks financial news at monthly meetings (if applicable)
- assist the club treasurer in financial matters
3. The SECRETARY will keep a record of OIC business and issue a report of all
meetings. The SECRETARY will be responsible for all correspondence pertaining to
OIC, including the distribution of reports from meetings, officers,
committees, and maintaining. waiting list for potential new members. Upon
notification by the PRESIDENT, the SECRETARY will issue a notice to any Partner
regarding any fines or disciplinary action, and include the reason and decision
for the action.
4. The TREASURER will keep a record of all OIC financial activities, prepare annual financial statements, calculate monthly valuation statements and prepare any other statistical reports that may be required. The TREASURER will be responsible for OIC's banking and brokerage accounts and shall collect and deposit monthly dues from members and other amounts received by the club and shall make all disbursements for the club. The TREASURER also shall be OIC's agent for the purchase and sale of securities and any other authorized brokerage transactions. The TREASURER shall prepare and file all required tax forms and shall distribute any required tax documents to the members.
5. The CO-TREASURER will assist the TREASURER as needed and replace the TREASURER in the event he/she is unable to fulfill the duties of the office.
A. Officers will be elected by the total Partnership at the first meeting of the Club and to one year terms at duly called Annual meetings thereafter. Officers may succeed themselves in office upon re-election.
B. Annually, during the scheduled March meeting, the current President shall call for nominations from the Club for all officer positions. The Club shall then elect the above officers following the voting procedures described below. The officers shall assume their duties at the scheduled April.
C. 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.
D. A different person shall hold each office.
IV. MEETINGS
A. QUORUM
No meeting shall take place without the presence of two officers, one of which shall be the President or Vice-President. The number of members required (including officers) shall equal 30% of active members .
B. TIME AND PLACE
The partnership shall hold regularly schedule meetings once a month at the Outback Bar on the first Wed. of the month, or at a time, date, and location to be agreed upon by majority (2/3) of the partners. Special meetings may be called by the Presiding partner or any three partners upon notice to the President or Vice-President
C. PROXIES
Partners may give their proxy in writing, or by having this noted in the minutes of the meeting, to a partner of their choosing to be recorded at the next meeting. The proxy will give permission to the partner who will be attending the meeting allowing him or her to vote the absent member's units. In addition, specific future meetings, which a member may not be present, should be indicated on the proxy.
D. GUESTS
Partners may invite guests at any meeting of the partnership as long as advance notice is given to one of the officers. If partners decide by a majority (2/3) vote that a meeting or any part thereof should be closed to guests because of internal matters for discussion, the Presiding partner shall declare the meeting closed. When consideration is given to adding partners to the partnership under paragraph 16 of the Partnership Agreement, any guest considered must have attended at least 2 prior meetings as stated in paragraph 8 of the Partnership By-Laws.. When discussions and voting take place on acceptance of a new member the proposed member shall not be present.
V. DIVIDENDS
Dividends shall be added to the assets of the partnership. Whether partnership participate in dividend reinvestment plans or individual stock shares. The partnership shall maintain a checking account at the bank the partnership deems necessary or desirable.
VI. FINANCIAL STATEMENTS
A. VALUATION STATEMENTS
Upon purchase of treasurer's accounting software and therefore on monthly basis, a valuation statement shall list all assets, at cost and market values, and liabilities of the partnership as of the valuation date. It shall also define the unit value and number of units that can be for each twenty-five ($25) contribution. (A unit is defined as $10.)
B. ANNUAL PARTNERSHIP ACCOUNTING
The annual partnership accounting shall show distribution of dividends, interest, short and long tern capital gains, and expenses.
VII. NOTICES:
Notices from partners to the partnership or to the partners generally may be given by posting a message at the Outback Bar, by mail, or telephone. Notices involving confidential matters may be given by mail/telephone sent to the mail address of each partner as listed in the partnership's records. Confidential notices to the partnership shall be sent by mail/telephone to the President with a copy to the Secretary. Notices and other communications concerning one or more partners individually shall be sent to the partner at his or her mail/telephone address. Copies of notices concerning the withdrawal or removal of a partner shall also be sent to the partner by mail at the partner's address listed on the Partnership Agreement which is filed with the Missouri Department of State, (or other address provided by the partner to the partnership by proper notice).
VIII. VOTING:
The right to vote is limited to active Partners. Active partners are those whose dues are paid in full at the time of the vote.
Approved methods of voting are VERBAL, SIMPLE MAJORITY, TWO-THIRDS MAJORITY, WRITTEN BALLOT, UNANIMOUS, 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 (51%) of the active Partners.
Any member may move for the adoption of a resolution authorizing any action by or on behalf of OIC at any time. If the motion receives a second, the President, shall instruct the Secretary to post the motion by which the votes of the members are submitted. Each motion shall state clearly defined selections upon which each member may cast a vote. All motions proposing the purchase of stock shall include the number of shares to be purchased and the maximum price per share to be paid, with an allowance of +5%.
Each member shall announce his or her vote to the resolution or motion being introduced. If a closed ballot vote is required, the ballot shall be sent to the Secretary. As soon as possible after the voting is completed, the Secretary shall announce the final tabulation. A vote of 51% of all the Partners should be required to reject the topics or issues in discussion.
IX. OIC MEMBERSHIP:
All OIC Partners must be members in good standing of NAIC. (For further details, see membership agreement.) A vote of 2/3 of all the Partners (without regard to their capital accounts) shall be required to approve a resolution to admit or remove a Partner. The vote on admitting or removing a Partner shall be treated as a confidential matter. All voting in such manners will be by written ballot.
Partners shall pay monthly dues at the regularly scheduled meetings. Dues are $25 ($20dues and $5 petty cash). Dues may be prepaid through December of the present year. Any Partner whose dues are in arrears is considered inactive and will be unable to participate in any voting.
X. RESPONSIBILITIES OF PARTNERS
Partners shall actively participate in ongoing activities of OIC by:
1. Preparing and posting analyses or other assignments to further the investment endeavors of the club in at least ONE month out of each four-month period.
2. Regularly posting constructive comments about Club operations and investment opportunities.
3. Making regular payments to the Club. Failure to pay for three consecutive months shall be deemed written notice of full withdrawal in accordance with paragraph 18 of the Partnership Agreement unless a waiver is granted by a 2/3 majority of the partners.
4. Keeping a current mailing address on file with the Secretary at all times.
5. Attend monthly meetings at least 2 occurrences during any four-month period, unless a waiver is granted by a simple majority of the partners.
6. Vote in at least 50% of all Club Stock transactions during any calender year.
7. Adhere to Robert Rules of Order during monthly meetings.
XI. ADDITION OF NEW MEMBERS
Upon acceptance of new members to OIC, the following actions must be completed:
- Attend at least 3 monthly meetings, with sign-up occurring no earlier than the 3rd attendance. Initial dues will be due at acceptance of club agreements and by-laws.
- Become a member of NAIC with dues prorated until annual dues are required.
- membership in NAIC includes individual membership of $14 per year
- dues are prorated at a cost of $1.25 per month
- A one time fee of $40 to cover petty cash contributions, administrative costs, software, misc. The stated amount of $40 is subject to change based on additional overhead costs incurred during the existence of the club. A vote of 2/3 of all the Partners should be required to modify this amount.
- Pay the first month club dues of $25 ($20 club dues, $5 petty cash)
Waiting List for New Partners
If necessary, the club will maintain a waiting list for potential new partners.
The Secretary will coordinate and maintain the list of potential members. Under
the direction of the Secretary, any partner may submit new names of potential
members to partnership. Once an opening becomes available, all partners will
determine by voting verbally for the acceptance of new members once the above
actions in item XI are met. If a vacancy does not exist once a potential member
completes the minimum requirements, he/she can be placed on a waiting list. The
individual will have the first opportunity to join the club once membership
falls below the maximum number (15) of members under the existing Partnership
Agreement and By-Laws. If the highest rank person declines membership, they will
be removed from the list and the next highest ranked individual may be asked.
Names can be resubmitted to the list at any time regardless if the individual
has declined in the past.
XII. VOLUNTARY WITHDRAWAL
Any member may request voluntary withdrawal will be responsible for the following fees and costs:
1. 1st year withdrawal: 15 percent holding from account value, in addition to club incurred administrative costs
2. 2nd year withdrawal: 10 percent holding from account value, in addition to cud incurred administrative costs
3. 3rd year withdrawal: 5 percent holding from account value, in addition to club incurred administrative costs
4. 4th year withdrawal: administrative costs only.
XIII. STOCK SELECTION
Any stock being considered for investment should be presented as completely as possible. Use any available source, i.e. Stock Selection Guide, Internet sources, newspaper articles, etc. to prepare an overview of the stock/company being discussed at the next meeting to convene. A vote of 2/3 of all the Partners shall be required to accept or sell the selection. Stock selection should be based on club philosophy and should fall within guidelines of the NAIC, as agreed upon by members.
IV. AMENDMENTS TO OIC'S AND BY-LAWS AND AGREEMENT
A. These By-Laws may be amended by a OIC vote at any regularly scheduled meeting
and shall be required to be reviewed in its entirety at the annual meeting.
B. These By-Laws shall be construed in accordance with the Partnership Agreement
and, in any conflict, the Partnership Agreement shall rule. The Partnership
Agreement and By-laws can only be changed by a 2/3rds-majority vote of the
active members. When changes are made, the new document shall be published and
distributed to all members.