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    Partnership Agreement

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    ekeneosuala65

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    © All Rights Reserved
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    Partnership Agreement

    Uploaded by

    ekeneosuala65
    2 views5 pages

    Copyright

    © © All Rights Reserved

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    Copyright:

    © All Rights Reserved
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    2 views5 pages

    Partnership Agreement

    Uploaded by

    ekeneosuala65

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 5

    PARTNERSHIP AGREEMENT

    The Tiger Investment Group

    THIS AGREEMENT OF LIMITED LIABILITY PARTNERSHIP, effective as of


    November 1999, by and between the undersigned as General Partners, to wit:

    NOW, THEREFORE, IT IS AGREED:

    1. Formation. The undersigned hereby form a General Partnership (the


    “partnership”) in, and in accordance with and subject to the laws of the State
    of Kansas.

    2. Name. The name of the partnership shall be the Tiger Investment Group.

    3. Term. The partnership shall begin on November 1999, and shall continue
    until December 31 of the same year and thereafter from year to year unless
    earlier terminated as here and after provided.

    4. Purpose. The only purpose of the partnership is to invest the assets of the
    partnership solely in stocks, bonds, and other securities (“securities”) for the
    education and benefit of the partners.

    5. Meetings. Periodic meetings shall be held as determined by the partnership.

    6. Capital Contributions. The partners may make capital contributions to the


    partnership on a monthly basis in such amounts as the partnership determines.

    7. Value of the Partnership. The current value of the assets of the partnership,
    less the current value of the liabilities of the partnership (here and after
    referred to as “value of the partnership”) shall be determined as of regularly
    scheduled date and time (“Valuation date”) preceding the date of each
    periodic meeting determined by the Group.

    8. Capital Accounts. A capital account shall be maintained 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. Any other method of valuating each partner’s capital account may be
    substituted for this method, provided herein. Each partner’s capital
    contribution to, or capital withdrawal from, the partnership, shall be credited,
    or debited respectively, to that partner’s capital account.

    9. Management. Each partner shall participate in the management and conduct


    of the affairs of the partnership. Each partner shall have equal voting power in
    all decisions made.
    10. 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 value of each of
    their capital accounts.

    11. 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.

    12. Annual Accounting. Each calendar year, a full and complete account of the
    condition of the partnership shall be made to the partners.

    13. Bank Account. The partnership may select a bank for the purpose of opening
    a bank account. Funds in the bank account shall be withdrawn either by
    checks signed by either the President, Treasurer, or advisor, or electronic
    withdrawal to our brokerage account.

    14. 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 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.

    Any corporation or transfer agent called upon to transfer any securities to or


    from the name of the partnership shall be entitled to rely on instructions or
    assignments signed by any partner without inquiry as to the authority of the
    person(s) signing such instructions or assignments, or as to the validity of any
    transfer to or from the name of the partnership.

    At the time of a transfer of securities, 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 or transfer agent has received written notice to the contrary.

    15. No Compensation. No partner shall be compensated for services rendered to


    the partnership, except reimbursement of expenses.

    16. Additional Partners. Additional partners may be admitted at any time after
    attending one meeting upon the two-thirds consent of all the general partners.

    A. Transfers of Trust. A general partner may, after giving written notice to


    the other general partners, transfer his interest in the partnership to
    revocable living trust of which he is the grantor and sole trustee.

    B. Removal of a Partner. Any partner may be removed by agreement of


    two-thirds of the general partners. Written notice of a meeting where
    removal of a partner is to be considered shall include a specific reference
    to this matter. The removal shall become effective upon payment of the
    value of the removed partner’s capital account, which shall be in
    accordance with the provisions of full withdrawal of a partner noted in
    paragraphs 18 and 20. The vote action shall be treated bas receipt of
    request for withdrawal.

    17. Termination of Partnership. The partnership may be terminated by


    agreement of two-thirds of the general 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 two-
    thirds vote of all general partners. Written notice of the decision to terminate
    the partnership shall be given to all the general partners. Payment shall then be
    made of all the liabilities of the general partnership and a final distribution of
    the remaining assets in cash, and shall promptly be made to the general
    partners or their personal representatives in proportion to each general
    partner’s capital account.

    18. Voluntary Withdrawal (Full) of a Partner. Any partner may withdraw all of
    the value of his capital account in the partnership on a specified date agreed
    by the partners at graduation. The partnership shall continue as a taxable
    entity. A partner withdrawing their account before graduation will be imposed
    a $100 fee and must cover any transactional costs associated with their
    withdrawal.

    In making payment, the value of the partnership as set forth in the valuation
    statement prepared for the first meeting following the meeting at which
    written notice is received from a partner requesting full withdrawal, will be
    used to determine the value of the partner’s capital account.

    The partnership shall pay the partner who is withdrawing the value of his
    capital account in the partnership in accordance with paragraph 20 of this
    Agreement.

    If a partner drops out of Fort Hays State University and fails to graduate, the
    partner will be required to pay a $100 fine plus transaction costs.

    If a partner transfers to a different school and requests withdrawal of his or her


    capital account, they will be allowed to do so. The partner withdrawing must
    pay transaction costs incurred. If the partner chooses not to withdraw, they
    will become a nonvoting partner. They will be allowed to contribute to the
    fund with respect to the rules of nonvoting partners.

    19. Death or Incapacity of a General Partner. In the event of the death or


    incapacity of a general partner (or the death or incapacity of the grantor and
    sole trustee of a revocable living trust, if such trust is a general partner
    pursuant to paragraph 16A hereof), receipt of notice of such an event shall be
    treated as notice of full withdrawal.

    20. Terms of Payment. In the event of early withdrawal, payment will be made
    in cash.

    Where cash is transferred, the partnerships shall transfer to the partner (or
    other appropriate entity) withdrawing all of his interest in the partnership, an
    amount equal to the value of the capital account being withdrawn, less the
    $100 fee and the actual cost to the partnership of selling securities to obtain
    cash to meet the withdrawal. The amount being withdrawn shall be paid
    within one month after the valuation date used in determining the withdrawal
    amount.

    For those partners withdrawing their accounts upon graduation, the


    partnership will set the official date of withdrawal. Upon this date, a valuation
    statement will be prepared and the withdrawing partners will be paid the value
    of their account within one month of this date.

    When graduated partners who have elected to stay in the partnership decide
    they want to withdraw their account, they must send a letter stating their
    withdrawal to either the President or Sponsor of the Tiger Investment Group.
    The President will then announce the withdrawal at the next general partner
    meeting. This meeting date will be used as the valuation date for the
    withdrawing account. The value of the account will be figured and full value
    of the account will be paid to the partner within one month of the valuation
    date.

    21. 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 this scope of the partnership
    purpose.

    B. Except as provided in paragraph 16A, without the unanimous consent of


    all the other partners, 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.

    C. Purchase an investment for the partnership where less than the full
    purchase price is paid for the same.

    D. Use the partnership, name, credit or property for other than partnership
    purposes.
    E. Do any act detrimental to the interest of the partnership or which would
    make it impossible to carry on the purpose of the partnership.

    This Agreement of Partnership shall be binding upon the respect of 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 date indicated above.

    Signed by all General Partners

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