BIDII –EXCEL INVESTMENT
P.O.
THE CONSTITUTION
(AMENDED AUGUST 2009)
THE CONSTITUTION OF BIDII - EXCEL INVESTMENT
Article I
Formation of GROUP.
The individuals signing this constitution are forming an investment GROUP as its members. GROUP will be known as the BIDII - EXCEL INVESTMENT
Article II
Section 1 - The purpose of the GROUP is to pool member resources to invest in various areas as the opportunities arise.
· The GROUP shall neither deal on behalf of, nor advise any persons other than the Members, in relation to investments of any kind, nor arrange for any persons other than the Members to deal in investments.
· The GROUP may lend money to any member on the following conditions.
ü The member is up-to-date in his/her monthly contribution
ü The member has at least two other guarantors who must also be up-to-date in their monthly contributions
ü The member shall commit himself/herself to repay the loan with a 5% interest per month on the principle amount.
ü The due date shall be the 10th day of each month or if 10th falls on a weekend/holiday the repayment shall be due on the preceding working day
ü There is no provision to top-up the loan
ü The guarantor cannot guaranteed more than 2 other members.
The loanee and a guarantor shall fill a loan application form and submit it to the treasurer before the loan is dispatched.
Default for more than 4 months shall attract 10% interest. The guarantors shall be notified immediately and shall be asked to pay the value guaranteed.
PART 2
The GROUP objectives are:
1. Pool finances and ideas in investing in stock markets, real estate and businesses
2. To become more knowledgeable, astute investors.
3. To bond and become responsible members of the society
Section12 - Duration.
The GROUP will begin in December 2007 and will continue indefinitely. It is a condition of joining this GROUP that members will commit to invest continuously unless decided otherwise.
Section 3
New Members. The GROUP may admit additional members at any time by two-thirds consent of all members. As a condition of membership, all members agree to be bound by the terms of this constitution and by all resolutions adopted or to be adopted by a vote of the members
Non-assign ability of Member’s Interest. No member may assign, transfer, pledge or hypothecate his or her membership or interest in the GROUP without prior notice and approval at the discretion of the majority of members. Any attempt to do so shall be construed as such member’s decision to withdraw from the GROUP.
PART 3
The GROUP will be governed by the decision of a majority of Members present and voting via regular meetings.
Section 1 - Meetings.
Meetings of THIS GROUP will be held so that members can:
Ø · Discuss and agree forthcoming investments
Ø · Review performance of prior investments
Ø · Review accounts
Ø · Bring any other issues to the attention of the GROUP
Meetings will be held on a monthly basis except in emergency circumstances.
Emergency meetings will only be held if agreed to by two-thirds of members
In addition; the GROUP will also hold an annual general meeting. The AGM will;
· Elect officials for the forthcoming year
· Review past performance and set targets for the forthcoming year
· Review performance of and vote on our banker, stockbroker or any other external
consultant
Meetings will only be held if two-thirds of the members are present excluding those present by proxy.
Meeting notifications will be done during the prior meeting and a subsequent reminder two days before the next meeting.
All GROUP members are expected to participate equally in the management of the GROUP and attend no less than 50% of Monthly General Meetings per annum. A member who flouts this rule shall be fined a fine not exceeding kshs 200/-.
The Group’s officials and sub committees shall meet periodically to review the various functioning of the GROUP. The officials and committees shall report back to the membership if necessary either through email, cell phone or at the nearest MGM.
Scheduling of officials’ meetings and sub committees is at the discretion of the officials.
PART 4
Section 1 – GROUP DUES.
Each member must make monthly contributions of a minimum amount of Kshs 1000 to the GROUP and Ksh 500 for the merry go round by 10th day of every month through GROUP’S bank account deposit.
Members can make their contributions in advance (limited to 6 months)-with agreement from two thirds majority vote.
Each month’s contributions will be kept in the Group’s bank account, until the Group’s monthly meeting when investment decisions will be taken.
If a member is delinquent in his or her monthly contributions for a period of more than 3 months without a reasonable explanation, their membership may be terminated from the GROUP by a 75% majority vote of the members. The terminated member will receive an amount equal to a third (1/3) of his/her contribution at the time of exit.
Members are responsible for providing up to date personal or professional information that may affect the GROUP, to enable effective and efficient running.
Section 2 - Investing Conditions.
Upon receiving membership to THIS GROUP, each member will adhere to the following rules:
v All investing decisions will be decided upon by general consensus.
v Decisions related to the investment of the previous month’s collected dues will take place during each MGM
v Each investment shall be protected by a capital gain/loss limit only if the GROUP decides to do so.
v Each member understands that, regardless of their opinion on any vote, the majority decides the use of each member’s contributions.
v A vote shall be taken every month for the merry go round for the following month’s beneficiary
Section 3 - Investment Accounts.
· There shall be maintained in the name of each member, a record of that member’s contribution and benefits.
· Any increase or decrease in the value of the Group’s investments on any valuation date shall be credited or debited, respectively, to each member’s capital account in proportion to the value of member’s capital account on said date.
Section 4 - Member’s Stake.
Members have equal voting rights regardless of the size of their stake in the Group’s portfolio.
On the anniversary of the Group’s first meeting, a full and complete account on the condition of the GROUP shall be made available to the members.
Section 5 - Bank Account:
The members or GROUP officials shall select a bank for the purpose of opening a GROUP bank account. Funds deposited in said account shall be withdrawn only if the withdrawal is counter-signed by 2 out of the 3 acting officials.
Section 6 - Broker /Custody Account:
The members will select a broker and enter into such agreements with the broker as required, for the purchase or sale of shares. All securities owned by the members shall be registered in the GROUP name unless another name shall be designated by the members.
Section 7 - Liability.
No member or official of THIS GROUP is liable for any GROUP member’s financial loss that may occur as a result of the Group’s investment decisions.
Section 8 - Administration fee.
By a majority vote, the GROUP may agree on an annual non-refundable payment to the GROUP to defray the Group’s administration costs. If a member is delinquent in his or her annual administration fee for a period of more than 31 days unless approved by the Group’s officials, the member may be terminated from the GROUP by a more than two-thirds majority vote of the members. The terminated member will receive an amount subject to the terms described in of this constitution.
Section 9 - Compensation.
No official or other member shall be compensated for services given to the GROUP, except for reasonable and necessary GROUP expenses authorized by a two-thirds majority vote of the members.
PART 5 - GROUP STRUCTURE.
By a majority vote, GROUP members may agree to have the GROUP treated as a “ltd company” for tax purposes should such an action be necessary.
Death or legal incapacity of a member will be considered a voluntary withdrawal. Members will nominate a beneficiary for such an eventuality. Normal rules of withdrawal will suffice unless decided otherwise by two thirds of the membership.
OFFICIALS AND OFFICIAL DUTIES.
Chairman/lady:
ü Chair GROUP meetings ensuring strict adherence to meeting’s agenda and timing.
ü ensures members are updated on GROUP account,
ü Act as GROUP representative in meetings with external bodies and especially banker, stockbroker
and others as required
ü Will have signing authority on withdrawals
Vice chairperson.
ü Perform chairperson’s duties in his/her absence
Secretary
Ø Will take down minutes in meetings and distribute to members.
Ø Will organize the regular meetings i.e. venue and timing
Ø Will summit monthly and year-end portfolio valuation reports
Ø Will have signing authority on withdrawals
Treasurer
Ø Will oversee GROUP finances,
Ø Submit investment requests
Ø collect and keep record of fines and bank deposits
Ø Will have signing authority on withdrawals
There shall be functional sub committees and ad hoc committees as members decide and as need arises
Elections
Elections will take place at the AGM
Consecutive or multiple terms are acceptable.
Voting
i. Nominations for officers will be held the day of elections. Self- nominations are acceptable.
ii. Eligibility
o Candidates must have been active members in the GROUP for
o In order to partake in the voting process; members shall have attended at least one-half of the regular meetings
iii. Votes will be cast on paper in order to maintain anonymity.
iv. In the event of a tie, unless candidates concede the position to opponents, each will serve for a period of six months?
Article III
Amendment of Constitution and Dissolution;
The constitution of THIS GROUP may be amended or THIS GROUP may be dissolved upon a two-thirds affirmative vote of the entire membership at any regular or special meeting, provided that a written notice of the proposed amendment or proposed dissolution has been given to each member at least thirty (30) days prior to the meeting. On dissolution, all the Group’s debts and expenses will be paid first, and the Group’s remaining assets will be distributed to the members in cash or in kind, or partly in cash and partly in kind, apportioned in accordance with the membership interests of the members.
IN WITNESS THEREOF, the founding members have signed and executed this Constitution of THIS GROUP the _____th day of ______, 2008, in
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