Bay Area Bulls
By-Laws

Revision/Update Information: August 21, 2000

Note
Recently approved and proposed changes are marked in red.

BAY AREA BULLS INVESTMENT CLUB

Section 1

Club Objectives

Section 2

Officers, Elections, and Voting

  1. Officers:
    Officers shall be:
  2. Duties:
    1. President:
      The President shall preside at meetings, appoint committees or individual members for specified duties, and oversee all club activities. The President shall notify members of meetings by creating and distributing agenda for future meetings and minutes of past meetings.
      In the absence of the President, the Vice President shall assume the duties of the President.
    2. Vice President:
      The Vice President shall maintain a record of stock selection material and decision and monitor member attendance and participation. In addition, the Vice President will monitor attendance and member participation in club activities.
      In the absence of the Vice President, the President shall appoint someone to assume the duties of the Vice President at a meeting.

       

    3. Recording Secretary:
      The Recording Secretary shall keep Minutes of club meetings which shall include member attendance and participation.
      The Recording Secretary shall make available to all members a copy of the minutes of a meeting at least two weeks prior to next meeting.
      In the absence of the Recording Secretary, the President shall appoint a Scribe for the meeting.
    4. Treasurer:
      The Treasurer shall:
      1. maintain the club's financial records, NAIC member status, and both broker and bank accounts. Under the direction of the membership, place "buy" and "sell" orders with the broker. These duties include keeping records of accounts, all receipts and disbursements, collection of dues, and of each member's capital account on a monthly basis.
      2. prepare for each month's meeting a Statement of Liquidating Value consisting of the Valuation Statement and the Members Status Report as of the last business day of the preceding month,
      3. prepare and file an Informational Tax Return with the appropriate organizations and distribute an Annual Statement for tax purposes to each member.
      4. make the financial records available for review at all times.
      5. be exempt from preparing stock reports.
      6. make the Accounting Procedures and Books shall be made available for auditing annually according to NAIC procedures.
  3. Nominations:
    Nominations for offices shall take place during the January meeting.
  4. Elections:
    Elections of Club Officers will take place during February. A simple majority of votes by the current members in good standing of the club is required for any election.
  5. Voting:
    1. Voting for any action may be in a written format by mail or electronic-mail, as agreed by the membership.
    2. Provided a quorum is present, a simple majority vote of the members present at any meeting shall be sufficient to authorize any action of the club.
    3. Voting for officers shall be by secret ballot or electronic-mail addressed to an non-candidate who serves as the Election Official.
    4. Voting for new members shall be by secret ballot or electronic mail.
    5. A ballot shall be taken after a period of discussion to determine the Purchase or Sale of an Investment.
  6. Quorum
    A quorum is one half of the members in good standing.
  7. Proxies:
    No proxies are allowed for any vote or election.
  8. Vacancies:
    In the event of a vacancy, the President shall appoint a replacement to fill it until the annual election is held.
  9. Terms:
    Officers shall be elected for a term of one year, with no office held for more than two consecutive years by any one member.

 

Section 3

Membership

  1. Membership Limit
    Membership shall be limited to 16 individuals.
  2. Member in Good Standing
    Each member shall have paid the initial setup fee, see Dues and Fees:.
    Each member, excluding the Treasurer, must join in preparation of reports, stock studies, portfolio evaluations, and other defined activities.
    To retain membership, a minimum balance of one hundred dollars must be kept in a member's capital account.
  3. New Members
    Anyone being considered for membership must have attended at least two meetings as a guest over the preceding four months.
    An applicant for new membership shall be considered from a waiting list kept by the Vice President.
    A simple majority of votes by the current members in good standing is required.
    The applicant shall be notified as to their membership status, acceptance or rejection, by an officer.
  4. Sabbaticals
    A member may withdraw from club participation for a period of up to 6 months upon approval by vote. When a person withdraws from participation, then the voting membership of the club is reduced by one.
  5. Member in Default
    A Member in Default will be expelled from the club. A member in default shall be defined as one who:
    1. has not paid dues for two consecutive months, or
    2. has not attended at least eight meetings in a 12 month period (temporary relocation, long term disability are considered exceptions), or
    3. does not maintain a minimum balance of $100 in their capital account, or
    4. has failed to deliver, or find a substitute to deliver, an agreed upon assignment twice in a twelve (12) month period.

    The Vice President shall notify in writing a member in danger of default.
    The Vice President shall notify the membership at the next meeting that the Member in Default Notice was sent.
  6. Expulsion
    A majority vote of the membership is required to expel a member.
    If necessary, the Vice President shall notify a Member in Default in writing with a Notice of Expulsion.
    If a member is expelled, the Treasure shall compute the share in value units as of the meeting the vote was taken. The general membership and the expelled member shall be notified as to the value of the shares of the expelled member.
    The payment of funds shall be treated as a full withdrawal from the club.
  7. Death of a Member
    In case of the Death of a Member, the Treasurer shall determine the member's share and make a report to the membership. The Treasurer shall make payment, consistent with the Partnership Agreement, to the designated beneficiary(s) as defined in the Recording Secretary's records. The payment of funds shall be treated as a full withdrawal from the club.

 

Section 4

Meetings

  1. Schedule
    Regular meetings shall be held monthly unless otherwise voted by the membership. Members must notify the President if unable to attend.
  2. Special Meeting
    The January meeting shall be the meeting at which nominations of club officers will take place.
  3. Agenda
    Meetings shall include:
  4. Guests
    Members may invite guests to any meeting. The President must be notified a minimum of one day before the meeting. No guest may attend more than three meetings in a twelve month period.

 

Section 5

Dues and Fees:

  1. Setup Fee
    An initial Setup Fee of $50.00, payable in two installments, shall be incurred by all new members. This fee is not refundable.
  2. Dues
    Dues are $25.00 and are due and payable to the Treasurer at or before each monthly meeting.
  3. Prepaid Dues
    Dues may be prepaid to the Treasurer. Prepaid Dues will be credited to the members account in the month that they are paid.
  4. Late Dues
    Late Dues will be credited to the members account in the month that they were paid.
  5. Delinquent Dues
    Dues are Delinquent if not paid before the first of the following month.
  6. Changing the Dues
    A simple majority vote of the membership shall be required to change the dues.

 

Section 6

Membership Accounts

  1. Accounting
    Member accounts shall be computed in units in accordance with NAIC Accounting guidelines.
  2. Contributions
    No members may contribute additional funds beyond their monthly dues.
  3. Withdrawal of Funds
    To Withdraw Funds, partially or totally, a member shall give notice in writing to the Treasurer.
    When a member withdraws funds, they are responsible for any associated costs and/or fees.
    Partial withdrawals are subject to a regular vote of the membership.
    The Members Status Report that is prepared for the meeting after the meeting in which the notice of withdrawal is approved will be used as the valuation basis for the withdrawal.
  4. Schedule of Payment for Withdrawal of Funds
    Payment of funds shall be made by the end of the current fiscal quarter, or within 60 days, whichever is longer. Any charges incurred to secure cash will be deducted from the disbursement.
    To pay a member who is withdrawing funds, the club shall:
    1. sell securities or other assets,
    2. pay with available cash or securities at the discretion of the members,
    3. allow individual members to buy the withdrawing member's share. All interested members will have the opportunity to share equally.

 

Section 7

Management of Investments

  1. Reports on Potential Investments
    Reports shall be given as often as scheduled.
  2. Reporters
    The duty of the Reporters shall be to compile and update information on investments and to make recommendations on the purchase of investments.
  3. Portfolio Review
    A Portfolio Review shall be given at each meeting by the member responsible for a given investment.
  4. Recommendation for Purchase or Sale of an Investment
    Any member in good standing may recommend the Sale or Purchase of An Investment. The recommendation must be presented at a regularly scheduled meeting along with supporting documentation and the reasons for the recommendation.

 

Section 8

Amendments

  1. Amendments or Changes
    These By-Laws may be amended or changed by a two-thirds vote of the total membership in good standing of the club.
  2. Review
    The By-Laws shall be reviewed periodically as deemed necessary.

Section 9

Other Provisions

  1. Margin
    No purchase of stock shall be made at any time on margin.

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