NOW, THEREFORE IT IS AGREED:
1. Formation.
2. Name.
3. Term.
4A. Purpose.
4B. Additonal or different Purpose(s).
5. Meetings.
6. Capital Contributions.
7. Value of the Partnership.
8. Capital Accounts.
9A. Management.
9B. The Chairman shall be the chief executive Board Member of the
Partnership and shall act in such a manner, and be responsible for such
duties, appropriate to that Board Member. However, the Chairman shall
always be under the supervisory power of the Board. The Chairman shall be
chosen by a majority vote of the other Board Members. The Chairman shall be
the presiding Board Member for the membership and Board meetings.
9C. Indemnification of Board Members. Each and every Board Member of the
Partnership shall be indemnified in their duties and execution of the
Partnership’s business, against legal expenses, judgments, fines,
settlements and other amounts, reasonably incurred by such person after
having been made or threatened to be made a party to a legal action, unless
the Member was negligent, committed fraud or other illegal act. Payment of
such amounts may also be made in advance if expenses are reasonably likely
to be incurred by a Board Member in defense of any such action at the
discretion of the Executive Board.
9D. Execution of Instruments. The Board may by resolution determine the
Board Members to execute any Partnership instrument or document, or to sign
the Partnership name, within the law, and such execution and signing shall
be binding on the Partnership.
9E. Operating Expenses of the Partnership. While the partnership does not
expect or anticipate incurring regular or large expenses, there will be
certain expenses necessary for the efficient and legal operation in the
execution of its purpose(s). These expenses will be met by a mandatory
contibution to the operating expenses of not more than $25 per partner per
year. This amount has been determined taking into account that member(s)
have volunteered their services for free for items like: book keeping of
the capital accounts, K-1s, website hosting and webpage construction, etc..
If these services were to change and need to be paid for, the Executive
Board shall have the power to assess the membership for the cost of these
necessary items or other items deemed necessary for the operation and
benefit of the partnership.
10. Sharing of Profits and Losses.
11.
12. Annual Accounting.
13. Bank Account.
14. Broker Account.
15. No Compensation. No partner shall be compensated for services
rendered to the partnership, except reimbursement for expenses, or as
otherwise determined by the Partnership.
16A. Additional Partners.
16B. Transfers to a Trust.
16C. Removal of a Partner. Any partner may be removed by agreement of
the partners whose capital accounts total a majority of at least 72% of the
balance of all partners' capital accounts. 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 balance of the removed partner's capital account, which shall be in
accordance with the provisions on full withdrawal of a partner noted in
paragraphs 18 and 20. The vote action shall be treated as receipt of
request for withdrawal.
17A. Termination of Partnership.
17B. Termination of Partner.
18. Voluntary Withdrawal (Partial or Full) of a Partner. Any partner may
withdraw a part or all of the value of his capital account in the
partnership and the partnership shall continue, if a majority of the
Executive Board Members agree that this is an “emergencyÓ
withdrawal. An “emergency “ withdrawal is defined as, for example,
death, illness, jobloss, divorce, new baby or similar circumstance. The
partner withdrawing a part or all of the balance of his capital account
shall give notice of such intention in writing to the Chairman. Written
notice shall be deemed to be received as of the first meeting of the
partnership at which it is presented. If written notice is received
between meetings it will be treated as received at the first following
meeting.
19. Death or Incapacity of a Partner.
20. Terms of Payment.
21. Forbidden Acts: No partner shall:
****here****
This agreement may be executed in counterparts and as so executed shall
constitute one agreement binding on all the parties. By signing below, the
person so signing declares that he/she has read the Apple Forever Support
Project Partnership Agreement, understands it and agrees to its terms and
conditions, and is in support of it.
Please download the last page, from ****here***, print out and sign your
name, write the place where you signed it and the date, and mail to:
Home
The undersigned hereby form a General Partnership in accordance with and
subject to the laws of the State of California.
The name of the partnership shall be Apple Forever Support Project
The partnership shall begin on February 1, 1996, and shall continue until
January 31 of 2001, and thereafter from year to year unless earlier
terminated as hereinafter provided.
The purpose of the partnership is: through creativity, persistency and
ingenuity support, further and advance the utilization of the Macintosh OS
and Apple Computer to as wideranging a population as possible on a global
scale; one such "support" to be for the members to "pool" money and
designate it for the "investment support" and to invest these assets of the
partnership solely in Apple Computer stock ("securities") and to hold this
stock for a period of at least five (5) years, for the support of Apple
Computer and furtherance of the Macintosh platform and for the benefit of
the partners in their Macintosh use and involvement with. However, should
an extraordinary event take place which would materially affect the intent
and purpose(s) of the partnership, the Executive Board shall have the power
to change the term(s) for holding the stock.
The Executive Board shall have the ability to add to, amend existing, and
delete purpose(s) after such amendment, addition or deletion has been duly
discussed by the partnership, and the consensus of the Executive Board is
that such an amendment, addition or deletion is warranted.
Periodic meetings shall be held as determined by the partnership. Meetings
of the Board shall be held in Cyberspace or at any place designated by the
Board and contained in the notice. A Web page shall be constructed and
maintained for the partnership at all times during the life of the
partnership. The webpage will be used for "meetings" andfor the posting of
notices, information, for and between partners, the Executive Board and the
partners, and for any pertinent and relevant information or messaging for
the business of the partnership. The address of the webpage will be given
to all partners upon the formation or admittance to the partnership. If the
webpage is moved from one server to another, the new address will be
emailed to all the partners within five (5) working days of the uploading
on the new server.
The partners may make capital contributions to the partnership at times
and in such amounts as the Executive Board of the partnership shall
determine, provided, however, that no partner's capital account shall
exceed twenty percent (20%) of the capital accounts of all partners.
The current value of the assets of the partnership, less the current
value of the liabilities of the partnership, (hereinafter referred to as
the "value of the partnership") shall be determined as of a regularly
scheduled date and time ("valuation date") preceding the date of each
periodic meeting determined by the Partnership.
A capital account shall be maintained in the name of each partner. Any
increase or decrease in the value of the partnership upon a sale of stock
shall be credited or debited, respectively, to each partner's capital
account on that sale date. Any other method of valuating each partner's
capital account may be substituted for this method, provided the
substituted method results in exactly the same valuation as previously
provided herein. Each partner's contribution to, or capital withdrawal
from, or annual income or expenses of, the partnership shall be credited,
or debited, respectively, to that partner's capital account.
An Executive Board consisting of five (5) partners shall manage and
conduct the affairs of the partnership. Except as otherwise determined,
all decisions shall be made by the Executive Board. The Partnership shall
have five Executive Board Members, and other Board Members as the
membership from time to time, deems necessary. The Executive Board shall
have the right to appoint a replacement Board Member upon the resignation
of a member, or the vacancy of an unexpired term Board Member seat. A
Board Member may perform more than one duty in the Partnership. The Board
in its determination may leave any office vacant. All Board Members serve
for the benefit of the Partnership and its membership for a period of two
years at a time, and shall be compensated for all out of pocket expenses
incurred by them in the execution of their duties by the Partnership.
The initial Executive Board is composed of:
Pia Oliver
Gene Porfido
Lola Lee
Kumud Ajmani
Joe Benevides
Net profits and losses of the partnership shall inure to, and be borne by,
the partners, in proportion to the balance of each of their capital
accounts.
Books of Account. 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. Reasonable notice shall be given to the "keeper
of the books" by the partner wishing to examine the books, and if there is
any expense involved in items such as, e.g. mailing, faxing, e-mailing,
posting on a web page, etc., the examining partner shall pay for this
cost.
Each calendar year, a full and complete account of the condition of the
partnership shall be made to the
partners.
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
two partners designated by the Executive Board. However, since the
partners are living widely separated, it is not practical to have all
checks signed by two partners, and therefore not more than five checks, in
any one calendar year, in amounts less than $100.00 may be signed by one
partner only, after the Executive Board has approved the expenditure.
Larger checks must be signed by two partners, or arrangments must have been
made with the bank for written approval by one partner and signature of
another partner.
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 or sale of securities. Securities
owned by the partnership shall be registered 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 a Member of the Executive Board,
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. These transfers or assignments shall be
arrived at by a resolution of a majority of the Executive Board.
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 has received written notice to the
contrary.
Additional partners may be admitted at any time through the following
procedure:
A person wishing to join the partnership shall submit their biography of
maximum one 8 x 11 typwritten single spaced page, to the person in charge
of the Web page, and the bio will be posted on the webpage for a period of
14 days. If, at the end of the period no partner has disapproved the
applicant for membership, the person will then be admitted as a partner
upon the payment of the operating cost contribution, the capital
contribution for the stock, and the filling out of the required forms. If
any partner objects to the applicant on pertinent and reasonable ground
and the applicant cannot or will not respond to resolve the objections,
then the applicant will not be admitted to the partnership.
A partner may, after giving written notice to the other partners, transfer
his interest in the partnership to a revocable living trust of which he is
the grantor and sole trustee.
The partnership may be terminated by agreement of a majority of seventy
percent (70%) of the partners. Written notice of a meeting where
termination of the partnership is to be considered shall include a specific
reference to this matter. 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.
The Executive Board may terminate a partner if the partner:
has been inactive (inactive being defined as: not responded to
communications, or requests for voting, or requests for attention to any
matters of the partnership, or US mailing address becoming incorrect with
no current forwarding, or email address becoming incorrect without no new
address being supplied for a period of more than 12 months) for more than
twelve months.
has committed an act which is contrary to the partnership's purpose(s)
strays from the Macintosh into the darkness of the others...
The Executive Board shall discuss the reason for termination and only upon
a unanimous vote to terminate a partner shall the partner be terminated.
The partnership shall pay the partner who is terminated a portion or all of
the value of his capital account in the partnership in accordance with
paragraph 20 of this Agreement.
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 notice is received from a partner requesting a partial or full
withdrawal, will be used to determine the value of the partner's account.
The "valuation statement" is the statement prepared by a designated by the
Executive Board, partner in co-operation with a Board Member, once per
quarter, by obtaining from the Partnership's Broker the current value of
the partnership's stock portfolio, then determining each partner's share as
per the formula set out by the National Association of Investment Clubs.
This "valuation statement" shall then be posted on the partnership's
webpage and be available to all the partners.
The partnership shall pay the partner who is withdrawing a portion or
all of the value of his capital account in the partnership in accordance
with paragraph 20 of this Agreement.
In the event of the death or incapacity of a partner (or the death or
incapacity of the grantor and sole trustee of a revocable living trust, if
such trust is partner pursuant to Paragraph 16A hereof), receipt of notice
shall be treated as a notice of full withdrawal.
In the case of a partial withdrawal, payment may be made in cash or
securities of the partnership or a mix of each at the option of the
Executive Board. In the case of a full withdrawal, payment may be made in
cash or securities or a mix of each at the option of the Executive Board.
Where cash is transferred, the partnership shall transfer to the
partner (or other appropriate entity) withdrawing a portion or all of his
interest in the partnership, an amount equal to the lesser of (i)
ninety-seven percent (97%) of the value of the capital account being
withdrawn, or (ii) 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 10
days after the valuation date used in determining the withdrawal
amount.
If the partner withdrawing a portion or all of the value of his
capital account in the partnership desires an immediate payment in cash,
the partnership not later than 45 days after the Executive Board's approval
of the withdrawal, may pay eighty percent (80%) of the estimated value of
his capital account and settle the balance in accordance with the valuation
and payment procedures set forth in paragraphs 18 and 20.
Where securities are transferred, the partnership shall select
securities to transfer equal to the value of the capital account or a
portion of the capital account being withdrawn (i.e., without a reduction
for broker commissions). Securities shall be transferred as of the date of
the Partnership's valuation statement prepared to determine the value of
that partner's capital account in the partnership. 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.
(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 purpose.
(b) Except as provided in paragraph 16, without the consent of
fifty-five percent (55%) 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 the 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 same at the time of the transaction.
(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.
This Agreement of Partnership shall be binding upon the respective
heirs, executors, administrators and personal representatives of the
partners.
The partners have caused this Agreement of Partnership to be executed
on the dates indicated below, effective as of the date indicated above.
Partners: (Signatures of partners)
Pia Oliver
PO Box 93
Santa Barbara, CA 93102
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