Investment Club Bylaws and Operating Procedures
I. DEFINITIONSA. Super Evil Pigs means Super Evil Private Investment Group Sacramento Investment Club, formed as a General Partnership on August 21, 2012 and more fully described in the Partnership Agreement.
B. "Partner" or "member of the Super Evil Pigs Investment Club" shall mean a General Partner of the Super Evil Pigs Investment Club.
II. OFFICERS
A. The Super Evil Pigs officers shall consist of President, Vice President, Secretary, Treasurer.
B. Duties of the Officers will include, but not be limited to, the following:
The PRESIDENT will appoint committees, oversee all Super Evil Pigs activities, and preside over all Super Evil Pigs 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 to any Partner who, in the opinion of a member of the Super Evil Pigs, 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 also have the power to BUY and SELL securities in absence of the TREASURER.
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. The VICE PRESIDENT is also in charge of all educational activities.
The SECRETARY will keep a record of Super Evil Pigs business and issue a report of all meetings. The SECRETARY will be responsible for all correspondence pertaining to the Super Evil Pigs Investment Club, including the distribution of reports from meetings, officers and committees. Upon notification by the PRESIDENT or the TREASURER; the SECRETARY will issue a notice to any Partner regarding any fines or disciplinary action, and include the reason and decision for the action. The SECRETARY must keep copies, (paper or digital) of all Super Evil Pigs correspondence.
The TREASURER will keep record of all Super Evil Pigs financial activities, calculate and distribute valuation statements each month, and any other statistical reports required. The TREASURER will maintain records accounting for the Super Evil Pigs Investment Club financial operation, assets, and individual account value.
The TREASURER will serve as agent for the Partnership to place BUY and SELL orders; and will distribute and collect funds. The TREASURER will be responsible for all cash and broker transactions; the collection of dues; and notifying the SECRETARY of Partners in default of dues.
Officers will be elected by the total Partnership at the first meeting of the Super Evil Pigs Investment Club and to one-year terms at duly called Annual meetings thereafter. Officers may succeed themselves in office upon re-election.
Annually, during the month of April, the current President shall call for nominations from the Super Evil Pigs Investment Club for all officer positions. The Super Evil Pigs Investment Club shall then elect the above officers following the voting procedures described below, (see section VI). The officers shall assume their duties on June 1 of that year.
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 below, (see section VI).
D. Each office shall be held by a different person.
E. Each officer is encouraged to appoint an assistant.
III. PARTNERS
A. All Super Evil Pigs Partners shall participate in ongoing activities of the Super Evil Pigs Investment Club by:
- Preparing and posting analyses or other assignments to further the investment endeavors of the Super Evil Pigs Investment Club;
- Regularly contributing constructive comments about Super Evil Pigs operations and investment opportunities;
- Making regular payments to the Super Evil Pigs Investment Club;
- Keeping a current mailing address on file with the Secretary at all times;
- Reviewing monthly and year-end Super Evil Pigs reports, including all financial and tax-information reports, and;
- Vote in at least two-thirds (67%) of all Super Evil Pigs elections during any six month period.
A. Regular meetings will be held monthly as voted by the Super Evil Pigs Investment Club. Meetings shall be held on the third Sunday of every month, 4PM at a location agreed upon by Super Evil Pigs. E-mailed notices shall be sent to each member at least one week in advance of the meeting.
B. [May] is designated for the Annual meeting. At the Annual meeting all Partners will be issued the Annual Report and Super Evil Pigs elections will be conducted. The Secretary will give notice to the Partnership as to the time, date, and location of the Annual Meeting and issue a proxy for the election of Officers to the entire Partnership.
C. Special meetings may be called by the President or any two officers of the Super Evil Pigs Investment Club upon verbal or written notice to the members of the Super Evil Pigs Investment Club.
D. The presence or duly executed proxies of sixty percent (60%) of the active members of the Super Evil Pigs Investment Club including at least one Officer of the Super Evil Pigs Investment Club will constitute a quorum sufficient to transact business.
V. FINANCIAL STATEMENTS
A. A monthly valuation statement shall list all assets, at cost and market values, and liabilities of Super Evil Pigs as of the fifth day BEFORE the monthly meeting. It shall also compute the Value of the Partnership, as defined in Paragraph 7 of the Partnership Agreement.
B. The Treasurer shall also prepare a summary statement of capital accounts maintained in the name of each Partner, as provided in Paragraph 8 of the Partnership Agreement.
C. The annual Super Evil Pigs accounting shall show the distribution of dividends, interest, short and long-term capital gains, and expenses.
VI. VOTING
A. The right to vote is limited to active Partners.
B. Approved methods of voting are VERBAL, SIMPLE MAJORITY, TWO-THIRDS MAJORITY, POINT SYSTEM BALLOT, WRITTEN BALLOT, WEIGHTED BALLOT 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 of the active Partners.
C. The above notwithstanding, the general method of voting the BUY or SELL of two or more stock proposals is by the point system ballot followed by a voice vote of approval. Based on the number of proposals, each Partner assigns the highest number to the most preferred stock and then gives each remaining stock one less point, with the least preferred stock receiving one point.
D. The above notwithstanding, any active Partner may request that any given vote be retallied on a weighted basis so that the value of a respective Partner's vote is in direct proportion to the value of his/her capital account measured against the aggregate value of all capital accounts comprising the asset base of the Partnership, as established in the most recent valuation statement duly prepared and presented by the Treasurer. Approval of such a request may not be unreasonably withheld, however, said request must be made during the meeting at which the vote in question has taken place.
E. Partners will be entitled to submit three proxies per calendar year.
VII. GUESTS AND NEW PARTNERS
A. Partners are permitted to invite guests to attend regularly scheduled meetings.
B. Guests are required to actively participate in Super Evil Pigs discussions and activities for two (2) months before consideration is given to adding the guest to the Super Evil Pigs Investment Club. Guests must complete at least one stock selection worksheet before membership to the Super Evil Pigs Investment Club is voted upon.
C. The number of Partners shall be limited to twenty (20)
D. The acceptance of new Partners will be voted on by the Super Evil Pigs Investment Club as outlined in Section VI above.
VIII. DIVIDENDS
A. The Super Evil Pigs Investment Club shall participate in dividend reinvestment plans unless Super Evil Pigs votes not to participate for a particular stock.
IX. BANK(S) AND BROKER(S)
A. The Super Evil Pigs Investment Club may maintain checking account(s) at the bank(s) that the Super Evil Pigs Investment Club deems necessary or desirable, or may operate only with the brokers' account or money market fund linked to the brokerage account.
B. The Super Evil Pigs Investment Club may engage one or more broker(s) as it deems necessary or desirable.
C. The Super Evil Pigs Investment Club shall request the bank or broker to send statements directly to both the Treasurer and Secretary, or the Treasurer will send the electronic statement to the Secretary and, if requested, the President.
D. The Super Evil Pigs Investment Club shall instruct the broker(s) that all requests for funds shall be made in writing and be signed by two (2) officers of the Super Evil Pigs Investment Club. However, only one (1) signature shall be required for trading purposes.
X. PAYMENTS
A. Monthly payments in multiples of ten dollars ($10) and not totaling less than [twenty dollars ($20)] per Partner are due and payable at each regularly scheduled meeting. However, in accordance with the Paragraph 6 of the Partnership Agreement, no capital contribution shall cause an individual Partner's capital account to exceed twenty-five percent (25%) of the aggregate value of the capital accounts of all Partners. Partners may contribute more than the minimum if they choose so. Partners may agree to change the minimum amount at any time after the first six months of operation by a two-thirds majority vote.
B. Any Partner may request from the President a temporary hardship waiver of the minimum monthly payment. Such request shall not be unreasonably denied.
C. If available and desired, Partners may arrange for automatic monthly withdrawal from the Partner's personal checking or other account to be deposited into the Super Evil Pigs Investment Club account. Any expense for this shall be borne by the individual Partner.
D. There shall be no prepayment of monthly payments.
E. Non-payment for two (2) consecutive months shall cause the Partner to be designated inactive. The Treasurer shall notify the Secretary of any inactive Partners and the Secretary shall inquire by certified-return receipt mail as to the reason for the non-participation of any inactive Partner.
F. Non-payment for three (3) consecutive months shall be deemed written notice of withdrawal in accordance with Paragraph 18 of the Partnership Agreement unless a waiver is granted by the Super Evil Pigs Investment Club.
G. The Super Evil Pigs Investment Club shall not assess a fine against Partners for late payments of monthly dues.
XI. EXPENSE REIMBURSEMENT
A. From time to time, the Super Evil Pigs Investment Club may request a Partner to purchase goods or services for the benefit of the Super Evil Pigs Investment Club. Upon request of the Partner, the cost of such expenditure shall be reimbursed by the Super Evil Pigs Investment Club upon furnishing receipts for such purchase.
B. The President may authorize expenditures of less than $25. The total of such Presidential expenditures shall not exceed $125 in any calendar year.
C. Expenditures of $25 or more shall be authorized only by a Super Evil Pigs vote.
XII. JOINTLY OWNED CAPITAL ACCOUNTS
A. There shall be no jointly owned capital accounts.
XIII. REMOVAL
A. Failure by a member of the Super Evil Pigs Investment Club to fulfill the duties as previously defined for three (3) consecutive months shall be deemed cause for consideration for removal in accordance with Paragraph 16B of the Partnership Agreement. A two-thirds majority vote of the remaining members of the Super Evil Pigs Investment Club shall be necessary for removal of a Partner. Such removal shall be deemed written notice of withdrawal in accordance with Paragraph 18 of the Partnership Agreement.
XIV. AMENDMENT OF THESE Bylaws
A. These Bylaws may be amended by a Super Evil Pigs vote at any regularly scheduled meeting and any amendment(s) shall be required to be reviewed in its entirety at the annual meeting.
B. These Bylaws shall be construed in accordance with the Partnership Agreement and, in any conflict, the Partnership Agreement shall rule.