PPP Investment Club Charter – Eng.
I. FORMATION
THIS AGREEMENT, effective (date the Member sent his/her Investment) replaces any previous agreements.
II. NAME
The undersigned hereby enters a Private Agreement, to be known as Private Placement Program Investment Club, as a Junior Member, in accordance with laws of Belize, herein after referred to as “The Club” or “PPP”.
III. TERM
The Agreement began on (date the Member sent his/her Investment). It continues each calendar year unless earlier termination as hereinafter provided.
IV. PURPOSE
The only purpose of The Club is to invest the assets of The Club in stocks, bonds and other securities (collectively herein referred to as “securities”) for the education and benefit of the Club members.
V. OFFICERS
Officers of The Club shall be President, Vice-President, Secretary, Treasurer and Assistant Treasurer elected among the Senior Partners
A. Election
Officers shall be elected at the annual meeting of the Senior Partners, take office and begin duties at the meeting following the election and serve for one year or until new officers are elected. Upon the occurrence of a vacancy, an interim election shall be held to fill the vacancy for the balance of The Club year. Officers may succeed themselves in the same office.
The Senior Partners are the founding members of the Club.
B. Duties
1. President
The President shall preside at meetings, appoint committees, oversee all club activities, and see that resolutions passed by the Senior Partners are carried out. The President shall be one of the partners empowered to act as the Club’s agent for investment activities and shall place buy and sell orders authorized by the Senior Partners with The Club’s broker.
2. Vice-President
The Vice-President shall assume the duties of the President when the president is absent or unable to serve. The Vice-President is responsible for insuring that The Club’s study program is properly carried out, maintaining an educational program, investment reviews and managing the education staff.
3. Secretary
The Secretary shall keep a record of The Club meetings and business, and report on previous meetings. The Secretary will serve as a back-up Treasurer when needed.
4. Treasurer
The Treasurer shall disburse funds, maintain books covering The Club’s financial operations, assets, partners’ shares, and member’s deposits, prepare proper tax forms, and maintain an account in the name of The Club with the broker(s). Each year, at the annual meeting, a full and complete account of the condition of the Club shall be made to the Senior Partners by the Treasurer. The Treasurer shall be one of the partners empowered to act as the club’s agent for investment activities.
5. Assistant Treasurer
The Assistant Treasurer shall collect members deposits, record the deposits, deposit the money into the bank account in The Club’s name, give Treasurer the record of deposits and assist Treasurer in any other duties as assigned by Treasurer within 48 hours except for unforeseen circumstances.
6. Collective Duties
The functions of President, Vice-President, Secretary, Treasurer and Assistant Treasurer may run, for speed and ease of function, when necessary, through Towest International Ltd. (“TOW”) or any of its contractors, if there are any.
In such circumstance all administrative and educational services will be handled by TOW.
VI. MEMBERSHIP
A. Members and Additions
The club is composed by Senior Partners and Junior Members. There is not limit to the number of Junior members, however additional Senior Partners may be admitted at any time, but only after satisfying the necessary requirements, as detailed at point D below, upon the unanimous consent of all the Senior Partners in writing or at a meeting of the Senior Partners so long as the number of Senior Partners does not exceed fifteen (15). Any new Senior Partner will be provided a copy of this agreement, must sign the original and will be bound by all terms and provisions herein in the same manner as other Senior Partners.
B. Compensation
Senior Partners shall be compensated for services rendered to the Club only AFTER the established ROI have been paid to the Junior Members, except reimbursement for expenses.
Senior Members will share whatever is left after the ROI have been paid. The percentages of these payments will be decided every year at the yearly meetings.
C. Transfers to a trust
Members may, after giving written notice to the Club, transfer their interest in the membership to a revocable living trust of which he is the grantor and sole trustee.
D. New Senior Membership requirements
Requirements for Junior Members to become Senior Partners are as follows:
1. Been over 18 years old of age.
2. Never have been convicted for financial fraud.
3. Having covered all the necessary training steps to be deemed an “expert Investor” by the other Senior Partners.
4. Unanimous vote by the current Senior Partners.
VII. PROCEDURE
A. Meetings
1. Regular meetings of The Club’s Senior Partners shall be held every other month at a time and place determined by The Club’s Senior Partners.
2. Annual meetings of the The Club’s Senior Partners will be held each August.
3. A special meeting may be called by the Officers upon 24-hour notice to each Senior Partners of The Club.
B. Operations
1. Management
Each Senior Partners shall participate in the management and conduct of the affairs of The Club equally. Except as otherwise provided herein, all decisions shall be made by a majority of the partners.
Only Senior partners may have voting rights. Business decisions are left to the Senior members, and those decisions are final.
In situations deemed as “Emergency” the club officers may vote on “executive” decisions in lieu of all Senior members. Such decisions will be enforced immediately and will be subject to approval by the Senior members at the following meeting of the club’s Senior members. Any executive decision by the club officers will be reached by a majority vote (3 out of 5).
Any executive decision needs to be supported by financial evidence that it was done in the interest of preserving the safety of the club’s investments. Such evidence may be submitted at the earliest meeting of the Senior members.
2. Quorum and Partner Absence
To make any binding business decision related to the Club, a quorum must be present at any meeting, which such a decision will be made. A quorum is defined and will be established when the represented Senior Partners is equal to or greater than 1/2 of the total. An absent Senior Partner may vote in writing with the proper signature or by E-mail on any particular item. Any such vote document must be secured in advance and presented by an attending Senior Partner. In the case of an absent vote a quorum may be established for only the item to which the vote document pertains. Each item to be considered will be resolved by a majority either present or for which vote documents are available provided a quorum exists. In addition, a Senior Partner may provide another Senior Partner with a general proxy in writing or by E-mail with instructions on how to apply the absent Senior Partner’s vote. In this case the attending member must provide the proxy document to the recording Senior Partner for validation in order to exercise the proxy. The capital accounts for which valid proxies exist will be included in the quorum determination.
3. Voting
Buy and/or sell action may be taken after a discussion by the Senior Partners and when voted by simple majority of the Senior Partners present at a scheduled meeting. Each Senior Partner shall have one vote, except as provided in Section C7: Dissolution of The Club.
4. Capital Contributions
a. Fees
Upon joining the Club, each person may make a one-time deposit of GBP 1,147.00 payable on the date of their signature on the roll. This fee can be paid as a participation in the Educational Program provided by the Club (the Revenue Machine Pro.).
In such case the deposit will count toward the investment. For example: if a member wishes to invest GBP 5,000.00, then this member may first deposit GBP 1,147.00 into the education program, then forward the remaining GBP 3,853.00 to cover for the investment.
Otherwise the members can simply execute a bank transfer to the Club bank account for the total sum, or pay through the payment processor provided.
The tranches for investing are detailed in the ADDENDUM I, referring to the Bronze Members, Silver Members, Gold Members and Platinum Members.
b. Other fees
Other than the initial contribution there will be NO OTHER FEES to become a member of the club.
c. Additional contributions
Members may make additional contributions to The Club each month. Each contribution will be considered as a separate investment, with a different maturation date and percentage of return on investment.
5. Value of the Membership
The current value of the assets and property of the club, less the current value of the debts and liabilities of The Club shall be determined as of the close of business on the last business day each month, hereinafter be referred to a “valuation date”. Additional valuations can be requested by members to the secretary. There are 2 free requests for each member every year. After those have been used, every extra valuation request will incur a GBP 100.00 administration fee payable by the member to the treasurer.
6. Capital Accounts
There shall be maintained in the name of each member, a capital account. Any gains or losses be credited or debited, respectively, to each member’s capital account in proportion to the value of each member’s capital account on said date. Any other method of valuating each member’s capital account may be substituted for this method, provided the substituted method results in exactly the same valuation as previously provided herein. Each member’s capital contribution to, or capital withdrawal from, the partnership, shall be credited, or debited, respectively, to the member’s capital account.
7. Books of account
Books of account of the transactions of The Club shall be kept and at all times be available and open to inspection and examination by any Senior Partner.
8. Annual Accounting
Each calendar year, a full and complete account of the condition of the Club shall be made to the members. In addition a review committee consisting of three Senior Partners including the current Treasurer and two non-officer Senior Partners shall verify the records for the current year.
9. Bank Account
The club may select a bank or brokerage account for the purpose of opening a Club checking account. Funds deposited in said account shall be withdrawn by checks signed by either the current Treasurer or the President of the Club.
10. Broker Account
None of the Senior Partner of this club shall be a broker; however, the club will maintain brokerage account(s) and enter into such agreements with the broker(s) as required, for the purchase or sale of stocks, bonds, and other financial instruments. Stock, bonds, and securities owned by the Club shall be registered in the club name unless another name shall be designated by the Senior Partners.
C. Account closure and partial withdrawal
1. Notification
A member may withdraw a part or all of their shares after their last deposit have been invested at least thirty days. A partial withdrawal is limited to 25% of the withdrawing member’s capital account, any amount superior to that will be deemed account closure. The member shall send written notice of withdrawal to the President, which shall become effective on the date the next regularly scheduled statement is prepared. Written notice shall be deemed received as of the first meeting of the club at which it is presented. If written notice is received between meetings it will be treated as having been received at the next following meeting.
Member’s choosing to withdraw from the investment before the maturity date shall incur all eventual losses on the investment and fees necessary to close the account. The maximum amount of those losses will not go beyond 75% of the total initial investment.
A grace period of 1 month will be given from the moment the account is classified as “closed” and the moment when the leftover capital is repaid to the member.
A member withdrawing all of his shares shall be considered to have withdrawn from the Club.
2. Membership purchase
The other members shall thereupon have and are hereby given the right during said period to purchase the capital account of the withdrawing member.
If the other members do not exercise their option to purchase, then the partnership shall pay the withdrawing partner the value of his interest in the partnership as shown by the valuation statement in accordance with the terms of payment of this partnership agreement.
3. Terms of Payment
In the case of a partial withdrawal, payment shall be made in cash or securities at the option of a majority of the Senior Partners. In the case of a full withdrawal, payment may be made in cash or securities or a mix of each at the option of Senior Partners. Where securities are to be distributed, the Senior Partners select the securities.
4. Purchase Price
Upon the death, incapacity, or withdrawal of a member, and the exercise of the option to purchase by the other members, said other members shall pay the withdrawing member or his estate, as the case may be, a purchase price.
The Senior Partners of the Club shall decide the amount of this purchase price according to market condition and investment valuation.
The purchase price shall be paid within 90 days, but no sooner than 50 days, after the valuation date used in determining the withdrawal amount. Any outstanding fees will be deducted from the final payment.
5. Removal of a member
Any member may be removed by agreement of a majority of Senior Partners. Written notice of a meeting where removal of a member 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 member’s capital account, which shall be in accordance with the provisions on full withdrawal of a member.
6. Death or Incapacity of a Member
In the event of the death or incapacity of a Member, receipt of notice of such an event shall be treated as notice of full withdrawal. Liquidation and payment of the partner’s account shall proceed in accordance with paragraphs on withdrawal of this agreement.
7. Dissolution of The Club
The Club may be dissolved by unanimous agreement of Senior Partners. The President or other Officer shall provide written notice of the decision to dissolve to all Members of The Club. Upon dissolution, all Club liabilities shall be paid and the remaining assets shall be distributed among the Members either in cash or in kind to the members or their personal representative in proportion to their capital valuation accounts on the date of distribution. Distribution of assets to Members shall be accomplished not later than ninety (90) days following the date of the agreement to dissolve The Club.
D. Amendments
Amendments to this agreement shall be made in the following manner:
a. Procedure. Any Senior Partner may submit a proposed amendment at a regularly scheduled meeting. The proposed amendment shall be in writing and distributed to all Senior Partners prior to the Discussion/Vote.
b. Discussion/Vote. The proposed amendment will be discussed and voted on at a meeting occurring not earlier than one month following publication. Approval of the proposed amendment shall require the affirmative vote of 2/3 of the partners present or by proxy, with the exception of this section (D. Amendments), which will require a unanimous vote.
E. Undertakings
This Agreement and the Senior Partners do not, in any way, directly or indirectly, undertake to guarantee or promise to repay to any member all or any portion of their contribution to the Club. This provision is set forth herein in order to avoid application of Statutes relating to Financial Services.
VIII. FORBIDDEN ACTS
NO SENIOR PARTNER OR JUNIOR MEMBER SHALL:
A. Have the right or authority to bind or obligate The Club to any extent whatsoever with regard to any other matter outside the scope of The Club business.
B. Without the unanimous consent of all the other Senior Partners, assign, transfer, pledge, mortgage or sell all or part of their interest in The Club to any other member whomsoever, or enter into any agreement as the result of which any persons not a partner shall have any interest in The Club.
C. Use The Club name, credit or property for other than Clubs purposes.
D. Do any act detrimental to the interest of The Club or which would make it impossible to carry on the business or affairs of The Club.
E. Under any circumstances offer possible membership rights to any individual or group without the unanimous approval of the Senior Partners.
This Agreement of Membership is hereby declared and shall be binding upon the respective heirs, executors, administrators, and personal representatives of the Members.
The Members have caused the Agreement to be effective as of the date indicated above.
ADDENDUM I
Membership for Junior partners will be divided in different tranches:
a. BRONZE MEMBERSHIP
- Main objective of people choosing this option: Learning about Investing and how to duplicate the process.
- Admission Price: 207 GBP (paid monthly), ROI up to 7-11%.
The first 6 months of Installments are not taken into account when accruing ROI. - NO Cooling-off period. The committed capital will be locked for 24 calendar months.
b. SILVER MEMBERSHIP
- Main objective of people choosing this option: Learning about Investing and how to duplicate the process.
- Admission Price: 1,147 GBP, ROI up to 7-11% per annum.
- NO Cooling-off period. The committed capital will be locked for 12 calendar months.
c. GOLD MEMBERSHIP
- Main objective of people choosing this option: Learning about Investing and how to duplicate the process.
- Admission Price: 5,147 GBP, ROI up to 17% per annum (first year) and up to 7-12% (years 2 to 5).
- NO Cooling-off period. The committed capital will be locked for 5 years.
d. PLATINUM MEMBERSHIP
- Main objective of people choosing this option: Learning about Investing and how to duplicate the process.
- Admission Price: 15,147 GBP or above, ROI up to 27% (first year) and up to 12% (years 2 to 5).
. - NO Cooling-off period. The committed capital will be locked for 5 years
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DISCLAIMER
All information provided by the PPPiClub, by Towest International Ltd (hereinafter “TOW”) or any of its contractors, are an EDUCATIONAL TOOL only. Neither the Club nor TOW, or any of its contractors are providing legal, accounting, or financial advisory service. The Club, TOW, or any of its contractors do not solicit nor recommend buying or selling stocks, options or any other financial instrument or investment. Example shown are specific about trades that we may have conducted or are conducting, but we may in fact show the opposite of what we are actually doing or what we are actually holding. The past performance of a mutual fund, stock, or investment strategy cannot guarantee its future performance. The training is not a solicitation for any future relationship, business related or otherwise, between the Club, TOW, or any of its contractors, and the students. No express or implied guarantees are being made with respect to these services and products.
All the information distributed within the Club come from sources believed to be reliable, but are not guaranteed as to accuracy or completeness. All investments and trades in the securities market involve risk, however small. Such risk may include the complete loss of the capital invested. Any decision to place trades, of any kind, in the financial market, is a personal decision that should be undertaken only after thorough examination of the trade, one’s own personal financial situation, and the engagement of professional assistance to the extent that you believe it necessary.
The Club, TOW, or any of its contractors will not assume any liability, of any kind, stemming from the lack of accurateness of the information provided, or from any decision taken upon such information.