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AGREEMENT OF THE OUT FOR PROFIT INVESTMENT CLUB THIS AGREEMENT OF PARTNERSHIP, effective as of January 1, 2000, by and between the undersigned, to wit: NOW THEREFORE IT IS AGREED: 1) Formation. The undersigned hereby form a General Partnership in accordance with and subject to the Law of the State of New York. 2) Name. The name of the partnership shall be The Out For Profit Investment Club. 3) Address. The principal office of the partnership shall be the home address of the Treasurer. All books and records for this partnership will be maintained at this address. 4) The partnership shall begin on January 1, 2000 and shall continue until December 31 of the same year and thereafter from year to year unless earlier terminated as hereinafter provided. 5) Purpose. The only purpose of the partnership is to invest the assets of the partnership in stocks, bonds, and other securities for the education and benefit of the partners. 6) Officers. The names and addresses of the officers of the partnership are: Name Office Address Kimberly Turner President 49 East 12" Street #6CNew York, NY 10003 Eda Kapsis Treasurer 31-74 29" St. #5B, Astoria, NY 11106 7) Meetings. Periodic meetings shall be held as determined by the partnership. 8) Capital Contributions. The partners will make initial contributions of a minimum amount of $500 and will make capital contributions to the partnership on a monthly basis in amounts of $55 at a minimum, provided, however, that no partner's capital account shall exceed twenty percent (20%) of the capital accounts of all partners. 9) Value of the Partnership. The current value of the assets of the partnership, less the current value of the liabilities of the partnership, shall be determined on a quarterly basis. 10) Capital Accounts. A capital account shall be maintained in the books and records of the partnership in the name of each partner. 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 sum of all partner capital accounts on that date. 11) Management. Each partner shall participate in the management and conduct of the affairs of the partnership equally. 12) Sharing of Profits and Losses. Net profit 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 except as provided in paragraph 13. 13) Special Capital Account Allocations. To the extent that the partnership or any partner realizes an economic gain or loss as a result of a withdrawal of a partner, the partnership shall endeavor to allocate the economic gain or loss to the departing partner. 14) Federal Income Tax Allocations. Each item of partnership income, gain, loss, deductions, or credit as determined for U.S. Federal. state and local income tax purposes shall be allocated to and among the partners in the same manner that such items are allocated to and among the partners pursuant to paragraphs 12 and 13. 15) Section 754 Election. The partnership may file an election under Section 754 of the Internal Revenue Code of 1986, as amended. 16) Books of Accounts. Books of account of the transactions of the partnership shall be kept and at all times be available and open to inspection and examination by any partner. 17) Annual Accounting. Each calendar year, a full and complete account of the condition of the partnership shall be made to partners. 18) Bank Account. The partnership may select a bank for the purpose of opening a bank account. Funds in the bank account shall be withdrawn by checks signed by a partner designated by the partnership. 19) Broker Account. None of the partners of this partnership shall act as a broker for the partnership. However, the partnership may select a broker and enter into such agreements with the broker as required for the purchase or sale of securities. Securities owned by the partnership shall be held in the partnership name unless another name shall be designated by the partnership. 20) No Compensation. No partner shall be compensated for services rendered to the partnership, except reimbursement for expenses. 21) Additional partners. Additional partners may be admitted upon unanimous consent of the partners present at an official meeting of the partnership. 22) Transfers of Interest. A partner may, after giving written notice to all other partners, transfer or assign the partner's interest to either an independent party or trust only with the unanimous consent of all other partners. 23) Conflict of Interest. In the event any partner has either a social or employment related conflict with a purchase of a stock or security, the partner must provide the partnership with adequate notification. Each partner shall indemnify and hold harmless the partnership for any and all losses, damages or claims related to compliance with any employer policies. 24) Termination of Partnership. The partnership may be terminated by agreement of the partners. Written notice of the meeting where termination of the partnership is to be considered shall include a specific reference to this matter. The partnership shall terminate upon a majority vote of all partners. Written notice of the decision to terminate the partnership shall be given to all the partners. Payment shall then be made of all the liabilities of the partnership and a final distribution of the remaining assets either in cash or in kind, shall promptly be made to the partners or their personal representatives in proportion to each partner's capital account. 25) Voluntary withdrawal. Any partner may withdraw the value of his/her capital account in the partnership on a quarterly basis (to be effected by the fifteenth day after the end of the months of March, June, September, December (the "withdrawal month") and the partnership shall continue as a taxable entity. The partner withdrawing the value of his/her capital account shall give written notice of such intention in writing to the Treasurer, delivered 60 days prior to the end of the withdrawal month. For all withdrawals, the valuation date shall be the last day of the valuation month. The partnership shall pay the partner who is withdrawing voluntarily a portion or all the value of his/her capital account in the partnership in accordance with paragraph 28 of this Agreement. 26) Right to Remove Inactive Partner(s). The partnership retains the right to remove inactive partner(s), as defined in the Articles of Agreement. The partnership shall pay the partner who is withdrawing involuntarily the value of his/her capital account in the partnership in accordance with paragraph 28 of this Agreement. 27) Death or Incapacity of a Partner. In the event of the death or incapacity of a partner, receipt of notice of such an event shall be treated as notice of a full voluntary withdrawal. 28) Terms of Payment. Payment may be made in cash or securities or a mix of each at the option of the remaining partners. When cash or securities are transferred, the partnership shall transfer to the partner (or other appropriate entity) an amount equal to the value of the capital account being withdrawn, less the actual cost to the partnership of selling securities to obtain cash to meet the withdrawal. The amount being withdrawn shall be paid within 15 days after the valuation date used in determining the withdrawal amount. When securities are transferred, the partnership shall select securities to transfer equal to the full value of the capital account. The partnership'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. In the case of a voluntary withdrawal, the withdrawing partner shall receive 95% of the value of his/her capital account less any associated fees if the partner withdraws within two years of joining the partnership. After two years of membership, the partner withdrawing voluntarily shall receive the full value of his/her capital account less any associated fees. In the case of an involuntary withdrawal pursuant to paragraph 26, the remaining partners shall have the discretion to pay the partner withdrawing involuntarily between 85% and 100% of the value of his/her capital account less any associated fees no matter how long he/she has been a partner. In the case of a voluntary or involuntary withdrawal, associated fees shall include any late fees owed by the withdrawing partner. 29) Forbidden Acts. No partner shall: 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 purpose. Purchase an investment for the partnership where less than the full purchase price is paid for the same. Use the partnership name, credit, or property for other than partnership purposes. Do any act detrimental to the interests of the partnership which would make it impossible to carry on the purpose of the partnership. This agreement shall be binding upon the respective heirs, executors, trustees, administrators and personal representatives of the partners. The partners have caused the agreement of partnership to be executed on the dates indicated below, effective as of the dates indicated below. Out for Profit Investment Club Articles of Agreement As Amended January 1, 1996 and January 1, 1998 The name of this partnership is the Out for Profit Investment Club, herein referred to as the "Club". The Club's primary purpose is to educate the members about investing and to invest in gay-friendly stocks, bonds, and other investment vehicles as determined by the membership. These Articles of Agreement represent our table of organization, may be amended at any time by a two-thirds (2/3) majority of the group membership present at any regular meeting of the Club, provided a copy of such proposed amendment has been submitted to each member at least two weeks (14 days) before the meeting at which such action is to be taken on the amendment. Changes of a purely clerical nature (e.g. spelling errors) may be made without vote. I. Purpose of the Club To provide a means and forum for gay men and lesbians to invest funds and thereby accumulate capital in a mutually supportive environment that is cognizant of issues important to the gay and lesbian community. To attempt to double the Club's investment in 5 years, or in excess of that available through an investment in the Standard & Poor's 500 Index, with such return being measured on a longer-term time horizon (5-7 years). To develop a diversified investment portfolio having a primary emphasis on equity, and secondarily on fixed income and option instruments. To foster and enhance each member's knowledge of the principles of sound and prudent investing, thereby encouraging each member to undertake a personal investment program which addresses that member's distinct financial planning objectives in connection with that individual's longer term well being. For the purposes of investment, focus upon securities (stocks, fixed income and options), each offering the prospect for superior returns (in the form of current income and/or capital gains) provided such securities are not in any manner associated with corporate entities which by virtue of behavior, or policy (implicit or explicit) have demonstrated to be prejudicial to gay men and lesbians and/or hostile to the interests of gay men and lesbians individually, or as a community. In seeking above average capital returns, encourage investment in securities of corporate entities that have demonstrated express support for gay men and lesbians by way of employment practices, or support of causes important to the gay and lesbian community. As capital in the investment fund is accumulated, advance the empowerment of gay men and lesbians in society and the U.S. economy by: (i) disseminating information regarding the securities of the gay and lesbian friendly corporations to the broader gay and lesbian community; (ii) through this dissemination encouraging gay men and lesbians to invest in gay and lesbian friendly corporations; and (iii) making corporations aware of the linkage between shareholder value and the increasing magnitude of accumulated gay and lesbian capital and the investment criteria of the gay and lesbian community. To encourage active participation and mutual responsibility among all organization participants in recommending investment acquisitions and divestitures, while fostering an environment that encourages both social interaction and professional networking. II. Membership of the Club The membership consists of. Active partners - Members who have signed the level and binding partnership agreement; made an initial minimum investment of $500 and have committed to making a monthly investment of at least $55 as stipulated in the partnership agreement. Active partners cease to be active when they meet the definition of inactive partners below. Inactive Partners - Members who have not attended three (3) consecutive meetings or have not made monetary investments to the partnership for three (3) consecutive months. Inactive partners forfeit their right to vote. Inactive partners may reactivate their membership by attending a meeting and by paying all outstanding monetary investments including late payments penalties. New Members - A membership package will be given to new members to acquaint them with the purpose and goals of the club. Anyone considered for membership shall have been a guest for at least two prior meetings. New members shall be admitted in accordance with the partnership agreement. III. Meetings Date and time - the Club shall meet once monthly on a Tuesday evening for approximately two hours at a pre-announced location. Special Meetings - A special meeting may be called at any other time by 2/3 of all partners. A written notice, prepared by the Treasurer, will be mailed to all partners at least one week prior to the date of the proposed meeting. Meeting Procedures - Roberts Rules of Order shall be the authority governing all of the Club's procedures. Quorum - A quorum is defined by the club as a simple majority of active partners. A quorum must be present before a meeting is considered official. No investment decisions may be made without a quorum present. Guests - The partners reserve the right to admit or refuse admittance to any visitors. The partners also reserve the right to determine the level of any guest's participation in the meeting. Voting - Each partner shall have one vote. As per the partnership agreement, no partner's capital account shall exceed 20% of the capital accounts of all partners. Proxy votes will be accepted only for buy and sell orders and administrative decisions. The Proxy must be in written form and presented to the Treasurer at the meeting. IV. Elections of Officers and Responsibilities Officers of the Club will consist of President, Vice President, Treasurer and Compliance Officer. President - The president is to preside over meetings, set meeting dates and locations, appoint committees and see that resolutions passed by the partnership are carried out. Vice President - The vice-president takes the place of the president when the president is absent or incapacitated. The vice- president shall assign companies to report on at club meetings to each partner and shall be responsible for insuring that the Club's study program is properly carried out. Treasurer - The Treasurer's duty is to keep a record of the Club's receipts and disbursements and partners' interests in the club. The treasurer will give partners" receipts for payments, place the buy and sell orders authorized by the partners with the Club's broker, and prepare the Club's valuation statement. The Treasurer will see that the needed tax information is compiled and file the necessary reports. The Treasurer will circulate the broker's most recent statement to all members at each monthly meeting. Compliance Officer - The compliance officer's duty is to make sure that the companies presented to the partners meet the compliance requirement and to help partners in their correspondence with companies to achieve this goal. The terms of office will be one year. Officers will be elected by a simple majority of all active partners present at an official meeting. Elections shall be held in November and the term of office begins on January of the new year, after a one-month transition period. During the transition period, newly elected officers will serve alongside outgoing officers in preparing for serving in their respective office. Officers of the Club may be removed for cause by a 2/3 majority of active partners present at an official meeting. V. Administration. The portfolio will be valued monthly by the Treasurer and a statement will be presented to the membership at the monthly membership meeting. In maintaining the records of each partner's capital account in the club, the unit value method as outlined in chapter 20 of the NAIC Investor's Manual will be used. All basic expenses will be handled on a reimbursement basis. All expenses under $.500.00 will require the signature of the Treasurer and all expenses over $500.00 shall require the approval of the Treasurer and the signature of the Treasurer and of one other officer. Late fees shall be accounted for by adding them to the cash account. Late fees thus will -increase each partner's capital account on a pro-rata basis. On an annual basis, an audit of the books of the club shall be conducted at an official meeting, or if it is so agreed by a majority of active partners present at an official meeting, an audit committee will be appointed to conduct an audit of the books of the Club. All administrative decisions shall require a simple majority vote of active partners present at an official meeting. No partner may use partnership assets for non-partnership business. No partner shall enter the partnership into any obligation other than those set forth in the partnership agreement of the Articles of Agreement. VI. Compliance and Conflict of Interest In order to address the compliance issues of partners the partnership agrees to disregard the negative responses from any partner's compliance area when making decisions about one's personal portfolio. VII. Selecting and Purchasing Stocks Stocks (or other investment vehicles) must be formally presented to the membership using the NAIC's guidelines. In addition, the presenting partner is responsible for including a report on the proposed company's sensitivity to issues important to the lesbian and gay community, using the questionnaire/survey developed by the Compliance Officer. Alternatively, a presentation may be made on a company which appears in a listing of lesbian/gay friendly companies, provided the presenter includes a brief description of the selection criteria used in preparing the list. Each partner must make one full presentation per year (exclusive of stock updates) for the consideration of the partners. The Club will not consider buying or selling a stock for which the Club has not received updated information that conforms to the NAIC's guidelines. The Club will then vote on the purchase or sale of the stock(s). The Club may select a primary and alternate transaction each time stocks or securities are selected for purchase. Each partner who requires compliance clearance must check with his/her company's compliance area and communicate only negative responses to the Treasurer by 5:00pm on the second business day after a transaction has been approved by the partnership. The transaction will be implemented on the third business day. Buy-Sell stock decisions require a majority vote of all active partners present at an official meeting including proxy votes. The Treasurer will not execute any buy-sell orders on a stock if notified of a compliance conflict. Any security for which any partner's compliance area has expressed a negative response shall be ruled out. If the primary transaction is ruled out, the alternate transaction would be implemented. If both transactions are ruled out, no transaction will be implemented. The Treasurer will arrange to have duplicate confirms sent to a partner's compliance area when required. Any additional fee for this will be the responsibility of that partner. If a partner does not attend the meeting where buy-sell decision is made, it is the partner's responsibility to contact an officer to learn of the decision. VIII. Investments, Voluntary and Involuntary Withdrawals The monthly contributions by partners must be a minimum of $55.00 and may increase in value but a partner's total share may not exceed the 20% limit as stated in the partnership agreement. A minimum of $55.00 investment will be due at the monthly meeting. There will be a $15.00 penalty for late payments. If a partner is unable to attend the meeting it is the partner's responsibility to mail his/her payment to the Treasurer at his/her home address. The payment must be post-marked not later than the day after the meeting in order not to .be considered late. An individual partner may withdraw funds, in part or in total, on a quarterly basis, by notifying the Treasurer within 60 days before the first of the month of December, March, June, or September. The pay-out will be made no later than ten business days after the meeting in December, March, June or September. For a voluntary withdrawal, as defined in the partnership agreement, the withdrawing partner will receive 95% of the value of his/her shares less any associated fees if the partner withdraws within two years of joining the Club. After two years, the partner will receive the full value his/her share less any associated fees. Once a partner has become inactive, an officer will call the partner to notify him/her that he/she will be cashed out. After he/she has missed or not paid for five consecutive months, an officer will send the inactive partner a letter and, if the partner has not become active by then, he/she will be cashed out, by involuntary withdrawal, at the next quarter in accordance with paragraph 28 of the partnership agreement. For involuntary withdrawals, the withdrawing partner shall receive 85% of the value of his/her share less any associated fees, in accordance with the partnership agreement. For voluntary or involuntary withdrawals, any late fees owed by the withdrawing partner shall be included in associated fees. Any partner that does not re-sign the partnership agreement will be cashed out at the end of the first quarter in accordance with the involuntary withdrawal provisions of paragraph 28 of the partnership agreement. Any partner can sell his share to another partner upon a 2/3 vote of all partners in favor of the transfer. For this type of withdrawal, the partner will receive the full amount of his/her share less any associated fees. Any partner may sell his/her share to a non-member if the partners approve the prospective purchaser for membership in the Club. For this type of withdrawal, the partner will receive the full value of his/her shares less any associated fees. End