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Cosmopolitan Investors Partnership Agreement
Cosmopolitan Investors Partnership Agreement
Partnership Agreement
of the
Cosmopolitan Investors
Bloomington, MN
Partnership Agreement
of the
Cosmopolitan Investors
Bloomington, MN
This Agreement of Partnership, made as of February 13, 1990, by and between the following original partners:
This Agreement of Partnership, made as of February 13, 1990, by and between the following original partners:
Wayne Reynolds, Richard Nyberg, Stan Torgenson, Roland Yatckoske, Ritchie Miller, Keith Johnson, Sam Charchian, Robert Antila and Richard Stellmaker.
Important Note: The following agreement was revised in May 2014 and in December 2018.
Wayne Reynolds, Richard Nyberg, Stan Torgenson, Roland Yatckoske, Ritchie Miller, Keith Johnson, Sam Charchian, Robert Antila and Richard Stellmaker.
Important Note: The following agreement was revised in May 2014 and in December 2018.
Witnesseth:
Witnesseth:
1. Formation of Partnership: the undersigned hereby form a General Partnership, in, and in accordance with the laws of, the State of Minnesota.
1. Formation of Partnership: the undersigned hereby form a General Partnership, in, and in accordance with the laws of, the State of Minnesota.
2. Name of Partnership: The name of the partnership shall be Cosmopolitan Investors.
2. Name of Partnership: The name of the partnership shall be Cosmopolitan Investors.
3. Term: The partnership shall begin on January 9, 1990 and continue until December 31, 1990, and thereafter from year to year unless earlier terminated as hereinafter provided.
3. Term: The partnership shall begin on January 9, 1990 and continue until December 31, 1990, and thereafter from year to year unless earlier terminated as hereinafter provided.
4. Purpose: The purpose of the partnership is to invest the assets of the partnership solely in stocks, options, and securities, for the education and benefit of the partners.
4. Purpose: The purpose of the partnership is to invest the assets of the partnership solely in stocks, options, and securities, for the education and benefit of the partners.
5. Meetings: Periodic meetings shall be held as determined by the partnership.
5. Meetings: Periodic meetings shall be held as determined by the partnership.
6. Club Officers: Annually, at the December meeting, partners shall be elected by a majority vote of a majority interest to the following positions and duties:
6. Club Officers: Annually, at the December meeting, partners shall be elected by a majority vote of a majority interest to the following positions and duties:
a. Presiding Partner: His duty is to: set meeting dates and locations, appoint committees, monitor attendance, preside over meetings and see that resolutions passed by the partnership are carried out.
a. Presiding Partner: His duty is to: set meeting dates and locations, appoint committees, monitor attendance, preside over meetings and see that resolutions passed by the partnership are carried out.
b. Assistant Presiding partner: His duty is to take the place of the Presiding Partner when he is absent or incapacitated. He shall assign partners, companies to report on at the club meetings and shall be responsible that the club?s study program is properly carried out.
b. Assistant Presiding partner: His duty is to take the place of the Presiding Partner when he is absent or incapacitated. He shall assign partners, companies to report on at the club meetings and shall be responsible that the club?s study program is properly carried out.
c. Recording Partner: His duty is to keep a record of the actions authorized by the partners and notify members of meetings and other activities.
c. Recording Partner: His duty is to keep a record of the actions authorized by the partners and notify members of meetings and other activities.
d. Financial Partner: His duty is to keep a record of the club?s receipts and disbursements and member?s interests in the club. Place the buy and sell orders authorized by the partners with club?s broker, and prepare the clubs monthly Liquidating Value Statement. Each members checks will serve as a receipt for payments.
d. Financial Partner: His duty is to keep a record of the club?s receipts and disbursements and member?s interests in the club. Place the buy and sell orders authorized by the partners with club?s broker, and prepare the clubs monthly Liquidating Value Statement. Each members checks will serve as a receipt for payments.
7. Contributions: The initial contribution made by each partner will be a minimum of $250. The partners may make contributions to the partnership in the date of each periodic meeting, in increments of $50, provided, however, (1) that no partner's capital account shall exceed fifteen (15%) per cent of the capital accounts of all partners and (2) a partner may choose to make contributions at any frequency (monthly, quarterly, semi-annually, etc.), as long as, each partner has contributed a minimum of $500 of new money each calendar year, not to exceed 15% of all partners combined capital accounts. If the annual contribution requirement is not met, it constitutes a "notice of withdrawal" by the partner. Liquidation and payment of the delinquent partner shall proceed in accordance with paragraphs 20 and 22.
7. Contributions: The initial contribution made by each partner will be a minimum of $250. The partners may make contributions to the partnership in the date of each periodic meeting, in increments of $50, provided, however, (1) that no partner's capital account shall exceed fifteen (15%) per cent of the capital accounts of all partners and (2) a partner may choose to make contributions at any frequency (monthly, quarterly, semi-annually, etc.), as long as, each partner has contributed a minimum of $500 of new money each calendar year, not to exceed 15% of all partners combined capital accounts. If the annual contribution requirement is not met, it constitutes a "notice of withdrawal" by the partner. Liquidation and payment of the delinquent partner shall proceed in accordance with paragraphs 20 and 22.
8. Valuation: The current value of the assets and the property of the partnership, less the current value of the debts and liabilities of the partnership, (hereafter referred to as the ?value of the partnership?) shall be determined as of one (1) business day proceeding the date of each periodic meeting. The aforementioned date of valuation shall hereinafter be referred to as ?valuation date?.
8. Valuation: The current value of the assets and the property of the partnership, less the current value of the debts and liabilities of the partnership, (hereafter referred to as the ?value of the partnership?) shall be determined as of one (1) business day proceeding the date of each periodic meeting. The aforementioned date of valuation shall hereinafter be referred to as ?valuation date?.
9. Capital Accounts: There shall be maintained in the name of each partner, a capital account. Any increase or decrease in the value of the partnership in the 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 his method provided that said substituted method results in exactly the same valuation as previously provided herein. Each partner?s contribution to, or withdrawals from, the partnership shall be credited or debited, respectively, to that partner?s capital account.
9. Capital Accounts: There shall be maintained in the name of each partner, a capital account. Any increase or decrease in the value of the partnership in the 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 his method provided that said substituted method results in exactly the same valuation as previously provided herein. Each partner?s contribution to, or withdrawals from, the partnership shall be credited or debited, respectively, to that partner?s capital account.
10. Management: Each partner shall participate in the management and conduct of the affairs of the partnership in proportion to his capital account. For any business to be conducted by the club, there must be a majority of the total shares represented at the meeting. Except as otherwise provided herein (see paragraph 18), all decisions shall be made by the partners whose capital accounts total a majority of the capital accounts of the partners who vote (abstentions are ignored). Proxies will be honored only if there is not a majority of the total shares represented by those in attendance at a meeting. A proxy must be submitted in writing (normally email) to two or more members attending the meeting. Authority will be given to one attending member to vote the absent member?s shares. A proxy is valid for only for the meeting immediately following the date/time of the proxy.
10. Management: Each partner shall participate in the management and conduct of the affairs of the partnership in proportion to his capital account. For any business to be conducted by the club, there must be a majority of the total shares represented at the meeting. Except as otherwise provided herein (see paragraph 18), all decisions shall be made by the partners whose capital accounts total a majority of the capital accounts of the partners who vote (abstentions are ignored). Proxies will be honored only if there is not a majority of the total shares represented by those in attendance at a meeting. A proxy must be submitted in writing (normally email) to two or more members attending the meeting. Authority will be given to one attending member to vote the absent member?s shares. A proxy is valid for only for the meeting immediately following the date/time of the proxy.
11. Buying/Selling: The recording partner (or designee) shall write down all transactions approved by the club. Before the Financial Partner can execute any buy or sell decisions approved by the club, the recording partner (or designee) shall verbally review all transactions with the Financial Partner (or designee) and the other members in attendance, before the business session has ended.
11. Buying/Selling: The recording partner (or designee) shall write down all transactions approved by the club. Before the Financial Partner can execute any buy or sell decisions approved by the club, the recording partner (or designee) shall verbally review all transactions with the Financial Partner (or designee) and the other members in attendance, before the business session has ended.
12. Sharing of Profits and Losses: Net profits and losses of the partnership shall inure to, and be borne by, the partners in proportion to the valuation adjusted credit balances in their capital accounts or in proportion to valuation unit balances.
12. Sharing of Profits and Losses: Net profits and losses of the partnership shall inure to, and be borne by, the partners in proportion to the valuation adjusted credit balances in their capital accounts or in proportion to valuation unit balances.
13. Books of Accounting: Books of accounting of the transactions of the partnership shall be kept and at times be available and open to inspection and examination by any partner.
13. Books of Accounting: Books of accounting of the transactions of the partnership shall be kept and at times be available and open to inspection and examination by any partner.
14. Annual Accounting: Each calendar year, a full and complete account of the conditions of the partnership shall be made to the partners.
14. Annual Accounting: Each calendar year, a full and complete account of the conditions of the partnership shall be made to the partners.
15. Bank Account: The partnership may select a bank or brokerage for the purpose of opening a partnership bank account. Funds deposited in said partnership bank account shall be withdrawn by checks signed by either of two (2) partners designed by the partnership.
15. Bank Account: The partnership may select a bank or brokerage for the purpose of opening a partnership bank account. Funds deposited in said partnership bank account shall be withdrawn by checks signed by either of two (2) partners designed by the partnership.
16. Broker Account: None of the partners of this partnership shall be a broker; however, the partnership may select a broker and enter into such agreements with the broker as required, for the purchase of sale of stocks, bonds and securities. Stocks, bonds and securities owned by the partnership shall be registered in the partnership name unless another name shall e designated by the partnership. Any corporation or Transfer Agent called upon to transfer any stocks, bonds and securities to or from the name of the partnership shall be entitled to rely on instructions or assignment signed or purporting to be signed by any partner without inquiry as to the authority of the persons signing or purporting to sign such instructions or assignments or as to the validity of any transfer to or from the name of the partnership. At the time of transfer, the corporation or transfer agent is entitled to assume (1) that the partnership is still in existence and (2) that this agreement is in full force and effect and has not been amended unless the corporation has received written notice to the contrary.
16. Broker Account: None of the partners of this partnership shall be a broker; however, the partnership may select a broker and enter into such agreements with the broker as required, for the purchase of sale of stocks, bonds and securities. Stocks, bonds and securities owned by the partnership shall be registered in the partnership name unless another name shall e designated by the partnership. Any corporation or Transfer Agent called upon to transfer any stocks, bonds and securities to or from the name of the partnership shall be entitled to rely on instructions or assignment signed or purporting to be signed by any partner without inquiry as to the authority of the persons signing or purporting to sign such instructions or assignments or as to the validity of any transfer to or from the name of the partnership. At the time of transfer, the corporation or transfer agent is entitled to assume (1) that the partnership is still in existence and (2) that this agreement is in full force and effect and has not been amended unless the corporation has received written notice to the contrary.
17. No Compensation: No partner shall be compensated for services rendered to the partnership, except reimbursement for expenses.
17. No Compensation: No partner shall be compensated for services rendered to the partnership, except reimbursement for expenses.
18. Additional Partners: Additional partners may be approved for admission at any time upon the unanimous written (paper ballot) pro vote of all the active partners, or at a regular meeting by unanimous vote (abstaining votes are nays). New partnerships are limited to a total membership of twenty (20) via a regular meeting with quorum. The limit is can be changed via written ballot of ALL active members. New partnerships initiate at the date of the reporting period of the immediate or next regular meeting as described in paragraph 7.
18. Additional Partners: Additional partners may be approved for admission at any time upon the unanimous written (paper ballot) pro vote of all the active partners, or at a regular meeting by unanimous vote (abstaining votes are nays). New partnerships are limited to a total membership of twenty (20) via a regular meeting with quorum. The limit is can be changed via written ballot of ALL active members. New partnerships initiate at the date of the reporting period of the immediate or next regular meeting as described in paragraph 7.
19. Voluntary Termination: The partnership may be dissolved, or changes to the Partnership Agreement may be made by agreement of the partners whose capital accounts total a majority in amount of the capital account of all the partners. Notice of said decision to dissolve the partnership shall be given to all the partners. The partnership shall thereupon be terminated by the payment of all the debts and liabilities of the partnership and the distribution of the remaining assets either in cash to the partners or their personal representatives in proportion to their capital valuation accounts.
19. Voluntary Termination: The partnership may be dissolved, or changes to the Partnership Agreement may be made by agreement of the partners whose capital accounts total a majority in amount of the capital account of all the partners. Notice of said decision to dissolve the partnership shall be given to all the partners. The partnership shall thereupon be terminated by the payment of all the debts and liabilities of the partnership and the distribution of the remaining assets either in cash to the partners or their personal representatives in proportion to their capital valuation accounts.
20. Withdrawal of a Partner: Any partner may withdraw a part or all of his interest. He shall give notice in writing to the recording partner. His notice shall be deemed to be received as of the first meeting of the club at which it is presented. In making payment, the evaluation statement prepared for the first meeting, will be used to determine the value of the partner?s account. The partnership shall pay the withdrawing partner the value of his interest in the partnership in accordance with paragraph 22 of this partnership agreement.
20. Withdrawal of a Partner: Any partner may withdraw a part or all of his interest. He shall give notice in writing to the recording partner. His notice shall be deemed to be received as of the first meeting of the club at which it is presented. In making payment, the evaluation statement prepared for the first meeting, will be used to determine the value of the partner?s account. The partnership shall pay the withdrawing partner the value of his interest in the partnership in accordance with paragraph 22 of this partnership agreement.
21. Death or Incapacity of a Partner: In the event of the death or incapacity of a partner, receipt of such notice shall be treated as a notice of withdrawal. Liquidation and payment of the partner?s account shall proceed with accordance with paragraphs 20 and 22.
21. Death or Incapacity of a Partner: In the event of the death or incapacity of a partner, receipt of such notice shall be treated as a notice of withdrawal. Liquidation and payment of the partner?s account shall proceed with accordance with paragraphs 20 and 22.
22. Redemption Price: All redemptions will be made in cash. Upon the death, incapacity or withdrawal of a partner, the Financial Partner shall pay the withdrawing partner or his estate the value of the partner's capital account, less the actual cost of selling sufficient securities to the cash. Reasonable efforts will be made to send the redemption amount within two weeks after the valuation date used to determine the redemption price or after proper instructions are received from an estate.
22. Redemption Price: All redemptions will be made in cash. Upon the death, incapacity or withdrawal of a partner, the Financial Partner shall pay the withdrawing partner or his estate the value of the partner's capital account, less the actual cost of selling sufficient securities to the cash. Reasonable efforts will be made to send the redemption amount within two weeks after the valuation date used to determine the redemption price or after proper instructions are received from an estate.
23. Forbidden Acts: No Partner shall:
23. Forbidden Acts: No Partner shall:
a. 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 business.
a. 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 business.
b. Assign, transfer, pledge, mortgage or sell all or part of his interest in the partnership to any other partner or other person whomsoever, or enter into any agreement as a result of which any person or persons not a partner shall become interested with him in the partnership. In such cases, the partner must withdraw.
b. Assign, transfer, pledge, mortgage or sell all or part of his interest in the partnership to any other partner or other person whomsoever, or enter into any agreement as a result of which any person or persons not a partner shall become interested with him in the partnership. In such cases, the partner must withdraw.
c. Purchase an investment for the partnership where less than the full purchase price is paid for same.
c. Purchase an investment for the partnership where less than the full purchase price is paid for same.
d. Use the partnership name, credit or property for other than partnership purposes.
d. Use the partnership name, credit or property for other than partnership purposes.
e. Do any act detrimental to the interests of the partnership or which would make it impossible to carry on the business or affairs of the partnership.
e. Do any act detrimental to the interests of the partnership or which would make it impossible to carry on the business or affairs of the partnership.
24. Inactive Membership Status: Any member who is absent for 3 consecutive meetings; without calling, emailing or otherwise letting a partner know they will be absent, will be automatically placed on the "Inactive Partner list". That member will then be contacted by the club President (or designee) and advised that their membership is in jeopardy. If that partner is then absent, for any reason, for the next three (3) meetings his membership will automatically be terminated, and refunded according to paragraph 20 and 22. That member may request to be readmitted into the partnership at any future date. The Financial Partner (or designee) will announce who is on the "inactive list" at each meeting.
24. Inactive Membership Status: Any member who is absent for 3 consecutive meetings; without calling, emailing or otherwise letting a partner know they will be absent, will be automatically placed on the "Inactive Partner list". That member will then be contacted by the club President (or designee) and advised that their membership is in jeopardy. If that partner is then absent, for any reason, for the next three (3) meetings his membership will automatically be terminated, and refunded according to paragraph 20 and 22. That member may request to be readmitted into the partnership at any future date. The Financial Partner (or designee) will announce who is on the "inactive list" at each meeting.
This agreement of partnership is hereby declared and shall be binding upon the respective executors, administrators and personal representative of the parties.
This agreement of partnership is hereby declared and shall be binding upon the respective executors, administrators and personal representative of the parties.
In witness whereof, the parties have agreed to the current document as of December 2018.
In witness whereof, the parties have agreed to the current document as of December 2018.
Partners: Gale Allen, Sam Charchian, Jerry Doffing, Norm Grant,, Art Jensen, Bill Kalina, David Mitchell, Tom Nyberg, George Heim, Tom Austin, Martin Azarian, Tim Deegan, John Drewitz, Douglas Kallevig, Lloyd Mielke, Joseph Porto, Patrick Stahl, Elliot Trach
Partners: Gale Allen, Sam Charchian, Jerry Doffing, Norm Grant,, Art Jensen, Bill Kalina, David Mitchell, Tom Nyberg, George Heim, Tom Austin, Martin Azarian, Tim Deegan, John Drewitz, Douglas Kallevig, Lloyd Mielke, Joseph Porto, Patrick Stahl, Elliot Trach