to COAST ON-LINE INVESTMENT CLUB
Partnership Name shall be the Coast to Coast On-Line Investment Club and shall
be referred to hereinafter as the Club or as " CTCOLIC".
The purpose of CTCOLIC is to:
Educate the partners in the principles of sound investment practices using NAIC
Enable partners to invest funds for mutual gain based upon the information
gathering abilities of the entire group.
and RESPONSIBILITIES OF PARTNERS:
All CTCOLIC Partners must be over 18 years of age and members in good standing
of the National Association of Investors Corporation (NAIC). Each Partner will
have access to a copy of the NAIC guide, Starting and Running a Profitable
To be considered for membership in the Club, a prospective Partner will complete
the Club’s biography form which will then be circulated to all other Partners;
a prospective Partner will understand and agree to all responsibilities and
requirements of the Partners; understand and agree to the investment philosophy
and guidelines of the Club; and follow the Club’s activities and meetings in a
non-voting and non-monetary capacity for three (3) months. At that time, a vote
will be held and a Prospective Partner will be admitted as a full Partner to the
Club upon approval of a 2/3rds majority of the Partners, payment of the
organizational fee and completion of any required forms. Where the applicant has
previous investment club experience, this process may be waived by a 2/3rds
majority vote of the partners.
To remain active, Partners shall participate in the ongoing activities of
1. preparing and posting
analyses or other assignments to further the investment endeavors of the
Club on a regular basis as requested by the Club.
regularly contributing comments about Club operations and investment
3. making regular monetary contributions to the Club.
4. keeping current
contact information (mailing address, e-mail address, phone/fax numbers) on
file with the Recording Partner at all times.
5. downloading monthly
and year-end Club reports, including all financial reports available in this
6. participate in at
least 50% of all discussions and votes conducted in a three (3) month
Good cause for the removal of a Partner shall include, but not be limited to,
termination of the Partner's membership in NAIC, violation of Paragraph 21 of
the Partnership Agreement, or failure of the Partner to carry out his or her
responsibilities as listed in this Article.
A vote of a 2/3rds majority of all active Partners shall be required to approve
a resolution to admit or remove a Partner. In the event of removal of a Partner,
the approved resolution shall be deemed as the written notice of withdrawal in
accordance with Section 18 of the Partnership Agreement. The vote on admitting
or removing a Partner shall be treated as a confidential matter as listed under
CTCOLIC's officers shall consist of a Presiding Partner, Assistant Presiding
Partner, Recording Partner, Financial Partner and Assistant Financial Partner.
Duties of the Officers will include, but not be limited to, the following:
The Presiding Partner shall serve as the President and will appoint
committees, oversee all CTCOLIC activities, and preside over all CTCOLIC
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 with respect to
any Partner who, in the opinion of a majority of the CTCOLIC 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 will be responsible for the activities, progress, and reports of all
committees that are formed except as provided in paragraph B.2.
2. The Assistant
Presiding Partner shall serve as the Vice-President and will assume the
duties of the Presiding Partner when the Presiding Partner is absent or
unable to serve the office. The Assistant Presiding Partner will be
responsible for the education program of the Club, and the progress and
reports of the stock analysis committees that are formed.
3. The Recording Partner
shall serve as the Secretary and will keep a record of all the proceedings
of business and maintain all correspondence pertaining to CTCOLIC, including
the distribution or posting of notices of meetings and reports from meetings
of the partnership, officers and committees. The Recording Partner will
tabulate and distribute the results of all
votes which are taken by e-mail. Upon notification by the Presiding
or Assistant Presiding Partner, the Recording Partner will issue a notice to
any Partner regarding any fines or disciplinary action, and include the
reason for the decision. The Recording Partner will be assisted in these
responsibilities by the Club's Web
Operator ("Web Op").
4. The Financial Partner
shall serve as the Treasurer and will keep a record of all CTCOLIC 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 CTCOLIC'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 CTCOLIC's agent for the purchase and sale of
securities and any other authorized brokerage transactions. The Treasurer
shall prepare and file all required tax returns and shall distribute any
required tax documents to the members.
5. The Assistant Financial Partner shall serve as the Assistant
Treasurer shall will fulfill the duties of Treasurer in his/her absence or
inability to serve. In addition, the Assistant Treasurer will serve as the
internal auditor for CTCOLIC. In this role, he/she will review all brokerage
or bank statements, and will review and verify financial information
provided by the Financial Partner to the members.
C. Election of
1. Each December, a
Nominating Committee of three members shall be elected by the Club. It shall
be the duty of this committee to poll the Partners for potential candidates
and make nominations for the offices to be filled. The Nominating Committee
shall post its slate of nominations on the web site no later than one week
prior to the regular January meeting. At this meeting, additional
nominations will be accepted from the floor.
2. Within one week of
the January meeting, a final ballot of all candidates shall be posted on the
web site and voting will take place for a period of 10 days. All ballots
will go directly to the Recording Partner, or his representative, with the
total tabulation only posted on the web site. A simple majority is needed to
elect an officer.
3. The elected officers
shall serve for one year or until their successors are elected, and their
term of office shall begin as soon as the election results are posted on the
web site. Any officer position that becomes vacant during the year shall be
filled as soon as possible following the same nominating and voting
procedure described above.
4. No Partner shall hold
more than one office at a time. If the total membership is less than eight,
one person may hold the offices of any two positions, providing that at all
times, the offices of the Presiding Partner and the Financial Partner and
the offices of the Financial Partner and the Assistant Financial Partner
will each be held by two different Partners.
The valuation date shall be 6:00 PM Eastern Standard Time on the 7th
calendar day preceding each meeting of the partnership, or if no meeting is held
then on the 15th of the month. If the stock markets are closed on the valuation
date, then the valuation date shall be the nearest preceding date on which the
markets were open.
A. The Partnership shall conduct its affairs mainly through electronic
means of communication, including e-mail, live chat forums and an internet web
site. This does not preclude communication by other means to conduct Club
B. CTCOLIC will maintain an internet web site for the purpose of, but not
limited to, advising Partners of current Club activities and agenda; presenting
stock analysis and Committee reports; providing a discussion forum for Club
business; posting Club and Partner valuations and other reports; and voting on
Club business. The web site and the postings thereon shall remain open to public
view except as specifically determined by the Partners. [The address of the web
site is http://www.geocities.com/WallStreet/Exchange/1004/index.html]
C. Notices from Partners to the Partnership, or to the Partners
generally, may be given by e-mail to the address of each Partner and Prospective
Partner listed in the Partnership's records. Confidential notices to the
Partnership shall be sent by e-mail to the Presiding Partner with a copy to the
Recording Partner. Notices concerning the removal of a partner shall also be
sent to the Partner by registered or certified mail at the Partner's address
listed on the Partnership's records (or other address provided by the Partner to
the Partnership by proper notice) if the Partner to whom the e-mail notice is
sent does not acknowledge receipt by return e-mail (or otherwise) within 7 days.
VII. VOTING AND
A. CTCOLIC shall hold a regular monthly live meeting in a chat forum, on
the fourth Tuesday of the month, to conduct Partnership business. This meeting
may be suspended or postponed by a 2/3rds majority vote of the active Partners.
Notice of all meetings shall be given to the Partners by e-mail. The Partners
shall also receive advance notice of the agenda for this meeting by e-mail or by
a post on the Club's web site.
B. The regular meeting on the fourth Tuesday of February shall be known
as the annual meeting and shall be for the purpose of reviewing the annual
reports and financial statements of the Club among other items of business.
C. Special live meetings may be called by the Presiding Partner or at the
request of any three Partners. Notice of any special meetings will be sent by
e-mail at least 15 days in advance, with a statement of time and forum for the
meeting and information as to the agenda to be considered.
D. Motions shall be made in the following manner:
Outside of a live meeting, a Partner may move for the adoption of a resolution
authorizing any action by or on behalf of CTCOLIC at any time through the use
of e-mail or the Club's web site. Each motion shall state clearly the question
upon which each Partner will 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.
If the motion receives a second, the Presiding Partner shall notify the
Partners of the motion by e-mail along with the time period and means for
discussion and voting. The minimum period for discussion and for voting will
be 5 calendar days each.
Each Partner shall post his or her ballot by the means indicated no later than
the date and time specified by the Presiding Partner. Ballots received after
this time will not be considered.
The votes shall be counted by the Recording Partner or his representative. As
soon as possible after the voting is completed, the Recording Partner, or his
representative, shall post the final tabulation to the CTCOLIC web site
showing the final disposition of the motion and the vote of each Partner;
providing that if the Presiding Partner determines that a matter is
confidential, the tabulation will be sent to the Partners by private e-mail
F. Each full Partner shall have one (1) vote in all matters presented to
the Partnership, except as provided in the Partnership Agreement or these
By-Laws. Any action may be approved by the vote of a simple majority vote except
as otherwise stipulated by the Partnership Agreement, in the By-Laws, or in
Resolutions adopted by the Partnership from time to time.
G. Proxy Voting: If a Partner will be absent from a meeting, he or she
may assign a proxy for purposes of voting. This arrangement must be disclosed at
the opening role call. Because personal presence and participation is a
fundamental responsibility of Partners, this proxy will only be counted if
needed to reach or maintain a quorum.
H. Quorum: A quorum for conducting business shall be 2/3rds of the
Partners (including for this purpose Partners present by proxy). In the event of
discussion and voting by electronic means (e.g. e-mail or via the web site),
this number will be determined by the number of votes cast on each matter
presented to a vote of the Club. Once a quorum is present, it shall be deemed
present until the adjournment of the meeting.
VIII. FINANCIAL STATEMENTS:
1. A monthly "Value
of the Club", as defined in Section 7 of the Partnership Agreement shall
be prepared as of the valuation date listed below. This statement shall list
all assets, at cost and market values, and liabilities of the Club.
2. The Financial Partner
shall also prepare a monthly summary statement of the capital accounts
maintained in the name of each Partner, as provided in Section 8 of the
3. The annual Club
accounting shall show the distribution of dividends, interest, capital gains,
and nontaxable distributions for the Club and for each Partner. It will also
list in detail the assets, liabilities, income and expenses of the Club that
shall be reported in the balance sheet and income statement of the Club.
1. Each Partner will make
monthly contributions to his capital account for investment by the
Partnership. To be timely, these contributions must be received by the
Financial Partner no later than the Monday of the week immediately preceding
the regular or special Club meeting date set forth in Section VI.
2. The contribution by
each Partner shall be $20.00 per month. All Partners shall contribute an equal
amount per month.
3. At each annual meeting,
or more frequently as determined by the Partners, the Partners will decide the
minimum amount that each Partner will contribute each month and if additional
contributions will be allowed.
4. Each Partner shall pay
an initial nonrefundable fee in the amount of $25.00, and if not already a
club member of NAIC through another club, an additional amount equivalent to
the per member fee for NAIC club membership. Each new Partner shall pay the
same fee as their pro-rata share of the organizational expenses. Annually, a
Partner shall be assessed a fee equivalent to the per member fee for NAIC club
membership if not already a club member of NAIC through another club.
Valuation units, as described in Section 8 of the Partnership Agreement, will
not be issued for these fee amounts.
All Club expenses shall be authorized by a majority vote and will be
shared in proportion to a Partner's capital account.
The 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 publicly displayed on
the club Web Site.
XII. STOCK SELECTION
Any stock being considered for investment must be presented in accordance
with the NAIC and club stock selection guidelines then in effect.
The above By-Laws were duly adopted by the partners of CTCOLIC on
__________ __, 1998, and the date of each duly adopted amendment shall be noted
The signatures of the Officers of CTCOLIC appear on the following page(s).
The signatures of the Officers are as follows:
The undersigned Officers of CTCOLIC affix their signatures to the By-Laws
and certify that the above is a true and correct copy of the official By-Laws of
Assistant Presiding Partner
Assistant Financial Partner