IAB CLUB BYLAWS
Effective date: Feb 20, 2022
I. DEFINITIONS
A. "IAB CLUB" "CLUB" means IAB Investment Club, formed as a Limited Liability Company on Feb 20th, 2022 and more fully described in the Operating Agreement.
B. "Member of the IAB Club" shall mean a share holder of the IAB Investment Club.
II. OFFICERS
A. The IAB officers shall consist of President, Vice President, Treasurer, Secretary, Research Team, Compliance team.
B. Duties of the Officers will include, but not be limited to, the following:
The PRESIDENT will appoint committees, oversee all IAB activities, and preside over all IAB meetings. The PRESIDENT will have the power to create and conduct an agenda for all meetings, and may enforce or waive formalities of such an agenda. The PRESIDENT will have the power to recommend disciplinary action to any member who, is considered to have acted contrary to the provisions of these By Laws or has displayed negligence in the performance of duties or expectations. The PRESIDENT will also have the power to BUY and SELL securities in absence of the TREASURER.
The VICE PRESIDENT will assume the duties of the PRESIDENT when absent or unable to serve the office. The VICE PRESIDENT will be responsible for the activities, progress, and reports of all committees that are formed. The VICE PRESIDENT is also in charge of all educational activities.
The SECRETARY will keep a record of IAB business and issue a report of all meetings. The SECRETARY will be responsible for all correspondence pertaining to the IAB Investment Club, including the distribution of reports from meetings, officers and committees. Upon notification by the PRESIDENT or the TREASURER; the SECRETARY will issue a notice to any member regarding any fines or disciplinary action, and include the reason and decision for the action. The SECRETARY must keep hard copies of all IAB correspondence.
The TREASURER will keep record of all IAB financial activities, calculate and distribute valuation statements each month, and any other statistical reports required. The TREASURER will maintain records accounting for the IAB Investment Club financial operation, assets, and individual account value.
The RESEARCH Team will research on investment opportunities and or stocks to trade or invest in.
The COMPLIANCE Team will filter complaints and communicate to the team. Upon notification by the PRESIDENT or the TREASURER; the COMPLIANCE Team will issue a notice to any Partner regarding any fines or disciplinary action, and include the reason and decision for the action.
Officers will be elected by the members at the first meeting of the IAB Investment Club for two-year term, duly called Annual meetings thereafter. Officers may succeed themselves in office upon re-election.
Office of the President is not up for elections.
Annually, during the month of February, the current President shall call for nominations from the IAB Investment Club for all officer positions. The IAB Club shall then elect the above officers following the voting procedures described below.
The officers shall assume their duties on March 15 of that year.
E. Any officer position that becomes vacant during the year shall be filled as soon as possible following the same nomination and voting procedure described above.
F. Each office shall be held by a different person.
G. Each officer is encouraged to appoint an assistant.
III. MEMBERS
A. All IAB CLUB members shall participate in ongoing activities of the IAB Club by:
Preparing and posting analyses or other assignments to further the investment endeavors of the IAB Club;
Regularly contributing constructive comments about IAB CLUB operations and investment opportunities;
Keeping a current mailing address on file with the Secretary at all times;
Reviewing monthly and year-end IAB CLUB reports, including all financial and tax-information reports, and;
Vote in at least 60% of all IAB elections during any one year period.
List of members appended
IV. PROCEDURES
A. Regular meetings will be held quarterly as voted by the IAB Club. Meetings shall be held on the First Sunday of every quarter, 7 PM on zoom. E-mailed notices shall be sent to each member at least one week in advance of the meeting.
B. August is designated for the Annual meeting. At the Annual meeting all members will be issued the Annual Report and IAB elections will be conducted. The Secretary will give notice to the members as to the time, date, and location of the Annual Meeting and issue a proxy for the election of Officers to the entire club.
C. Special meetings may be called by the President or any two officers of the IAB Club upon verbal or written notice to the members of the IAB Club.
D. The presence or duly executed proxies of sixty percent (60%) of the active members of the IAB Club including at least one Officer of the IAB Club will constitute a quorum sufficient to transact business.
V. FINANCIAL STATEMENTS
A. A monthly valuation statement shall list all assets, at cost and market values, and liabilities of IAB CLUB as of the fifth day. It shall also compute the Value of the club, as defined in Paragraph 7 of the Club Agreement.
B. The Treasurer shall also prepare a summary statement of capital accounts maintained in the name of each member, as provided in Paragraph 8 of the Agreement.
C. The annual IAB accounting shall show the distribution of dividends, interest, short and long-term capital gains, and expenses.
VI. VOTING
A. The right to vote is limited to active Partners.
B. Approved methods of voting are 30% DISCORD VOTES for trades, TWO-THIRDS MAJORITY (60%) for ammendments of bylaws/agreements and PROXY. However, in the absence of a formal motion to conduct a given vote in another manner, all votes shall be carried by a simple majority of the active Partners.
VII. GUESTS AND NEW MEMBERS
A. The number of members shall be limited to hundred (100)
B) In the event that a member leaves, the empty spot will be filled by point system where $500 = 1 Point. A member can have as many points as they can buy.
In the event that the current members cannot fill up the spot to attain the 100 membership number, the spots will be openned to Investments And Beyond people on the waitlist.
VIII. DIVIDENDS
A. The IAB Club shall participate in dividend reinvestment plans unless IAB votes not to participate for a particular stock.
IX. BANK(S) AND BROKER(S)
A. The IAB Investment Club may maintain checking account(s) at the bank(s) that the Club deems necessary or desirable, or may operate only with the brokers' account or money market fund linked to the brokerage account.
B. IAB Club may engage one or more broker(s) as it deems necessary or desirable.
C. IAB Club shall request the bank or broker to send statements directly to both the Treasurer and Secretary, or the Treasurer will send the electronic statement to the Secretary and, if requested, the President.
D. IAB Club shall instruct the broker(s) that all requests for funds shall be made in writing and be signed by two (2) officers of IAB Club. However, only one (1) signature shall be required for trading purposes.
X. PAYMENTS
A. $1030 one time payment per member is due and payable before March 16th, 2022. Members may agree to change the minimum amount at any time after the first three months of operation by a two-thirds majority vote.
B. If available and desired, members may arrange for automatic withdrawal from the Members personal checking or other account to be deposited into the IAB Club account. Any expense for this shall be borne by the individual Member.
C. Non-payment of initial starting fee by the 15th of March 2022 shall cause the Member to be inactive and consequently terminated from the club. The Treasurer shall notify the Secretary of any inactive Members and the Secretary shall send a notice of termination via email to the inactive members.
D. Non-payment by the due date shall be deemed written notice of withdrawal unless a waiver is granted by the IAB Club.
XI. EXPENSE REIMBURSEMENT
A. From time to time, the IAB Club may request a Member to purchase goods or services for the benefit of IAB Club. Upon request of the Member, the cost of such expenditure shall be reimbursed by the Club upon furnishing receipts for such purchase.
B. The President may authorize expenditures of less than $25. The total of such Presidential expenditures shall not exceed $125 in any calendar year.
C. Expenditures of $25 or more shall be authorized only by a IAB CLUB vote.
XII. JOINTLY OWNED CAPITAL ACCOUNTS
A. There shall be no jointly owned capital accounts.
XIII. REMOVAL
A. Failure by a member of the Club to fulfill the duties as previously defined for three (3) consecutive months shall be deemed cause for consideration for removal. Such removal shall be deemed written notice of withdrawal.
XIV. AMENDMENT OF THESE Bylaws
A. These Bylaws may be amended by a IAB CLUB vote at any regularly scheduled meeting and shall be required to be reviewed in its entirety at the annual meeting.
Official investment start date: March 21st, 2022
LOCK UP PERIOD:
- 1 year
- No refunds for early resignation
DISTRIBUTION PERIOD
- Locked for 1 year
Distribution will be issued March 20th, 2023 by member vote
QUALIFICATIONS TO JOIN IAB CLUB
- Anybody 18 years and above can join
- Must be a paid memeber of Investments And Beyond on discord with either the basic or VIP plan.
INCASE OF DEATH OF A MEMBER, the Club will give next of kin the profits + all contributions
Waiver And Release Of Liability
By joining IAB CLUB, you understand that investing in securities is speculative and carries a high degree of risk; you may lose some, all, or possibly more than your original investment. IAB CLUB IS NOT AN INVESTMENT ADVISOR OR REGISTERED BROKER. Neither Investments And Beyond, LLC nor any of its owners or employees is registered as a securities broker-dealer, broker, investment advisor (IA), or IA representative with the U.S. Securities and Exchange Commission, any state securities regulatory authority, or any self-regulatory organization.
IN CONSIDERATION OF the risk of monetary loss that exists while participating in SECURITIES TRADING UNDER IAB CLUB (hereinafter the "Activity"); and IN CONSIDERATION OF my desire to participate in said Activity and being given the right to participate in same; I HEREBY, for myself, my heirs, executors, administrators, assigns, or personal representatives (hereinafter collectively, "Releasor," "I" or "me", which terms shall also include Releasor's parents or guardian if Releasor is under 18 years of age), knowingly and voluntarily enter into this WAIVER AND RELEASE OF LIABILITY and hereby waive any and all rights, claims or causes of action of any kind arising out of my participation in the Activity; and I HEREBY release and forever discharge IAB CLUB, located at , , Maryland , their affiliates, managers, members, agents, attorneys, staff, volunteers, heirs, representatives, predecessors, successors and assigns (collectively "Releasees"), from any physical or psychological injury that I may suffer as a direct result of my participation in the aforementioned Activity. I AM VOLUNTARILY PARTICIPATING IN THE AFOREMENTIONED ACTIVITY AND I AM PARTICIPATING IN THE ACTIVITY ENTIRELY AT MY OWN RISK. I AM AWARE OF THE RISKS ASSOCIATED WITH PARTICIPATING IN THIS ACTIVITY, WHICH MAY INCLUDE, BUT ARE NOT LIMITED TO: PHYSICAL OR PSYCHOLOGICAL INJURY, PAIN, SUFFERING, ILLNESS, DISFIGUREMENT, TEMPORARY OR PERMANENT DISABILITY (INCLUDING PARALYSIS), ECONOMIC OR EMOTIONAL LOSS, AND DEATH. I UNDERSTAND THAT THESE INJURIES OR OUTCOMES MAY ARISE FROM MY OWN OR OTHERS' NEGLIGENCE, CONDITIONS RELATED TO TRAVEL TO AND FROM THE ACTIVITY, OR FROM CONDITIONS AT THE ACTIVITY LOCATION(S). NONETHELESS, I ASSUME ALL RELATED RISKS, BOTH KNOWN AND UNKNOWN TO ME, OF MY PARTICIPATION IN THIS ACTIVITY. I FURTHER AGREE to indemnify, defend and hold harmless the Releasees against any and all claims, suits or actions of any kind whatsoever for liability, damages, compensation or otherwise brought by me or anyone on my behalf, including attorney's fees and any related costs. I FURTHER ACKNOWLEDGE that Releasees are not responsible for errors, omissions, acts or failures to act of any party or entity conducting a specific event or activity on behalf of Releasees. In the event that I should require medical care or treatment, I authorize IAB CLUB to provide all emergency medical care deemed necessary, including but not limited to, first aid, CPR, the use of AEDs, emergency medical transport, and sharing of medical information with medical personnel. I further agree to assume all costs involved and agree to be financially responsible for any costs incurred as a result of such treatment. I am aware and understand that I should carry my own health insurance. I FURTHER ACKNOWLEDGE that this Activity may involve a test of a person's physical and mental limits and may carry with it the potential for death, serious injury, and property loss. I agree not to participate in the Activity unless I am medically able and properly trained, and I agree to abide by the decision of the IAB CLUB official or agent, regarding my approval to participate in the Activity. I HEREBY ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS "WAIVER AND RELEASE" AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY. I EXPRESSLY AGREE TO RELEASE AND DISCHARGE IAB CLUBAND ALL OF ITS AFFILIATES, MANAGERS, MEMBERS, AGENTS, ATTORNEYS, STAFF, VOLUNTEERS, HEIRS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION AND I AGREE TO VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT I OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST IAB CLUB FOR PERSONAL INJURY OR PROPERTY DAMAGE. To the extent that statute or case law does not prohibit releases for ordinary negligence, this release is also for such negligence on the part of IAB CLUB, its agents, and employees. I agree that this Release shall be governed for all purposes by Maryland law, without regard to any conflict of law principles. This Release supersedes any and all previous oral or written promises or other agreements. In the event that any damage to equipment or facilities occurs as a result of my or my family's or my agent's willful actions, neglect or recklessness, I acknowledge and agree to be held liable for any and all costs associated with any such actions of neglect or recklessness. THIS WAIVER AND RELEASE OF LIABILITY SHALL REMAIN IN EFFECT FOR THE DURATION OF MY PARTICIPATION IN THE ACTIVITY, DURING THIS INITIAL AND ALL SUBSEQUENT EVENTS OF PARTICIPATION. THIS AGREEMENT was entered into at arm's-length, without duress or coercion, and is to be interpreted as an agreement between two parties of equal bargaining strength. Both Participant, and IAB CLUB agree that this agreement is clear and unambiguous as to its terms, and that no other evidence shall be used or admitted to alter or explain the terms of this agreement, but that it will be interpreted based on the language in accordance with the purposes for which it is entered into. In the event that any provision contained within this Release of Liability shall be deemed to be severable or invalid, or if any term, condition, phrase or portion of this agreement shall be determined to be unlawful or otherwise unenforceable, the remainder of this agreement shall remain in full force and effect. If a court should find that any provision of this agreement to be invalid or unenforceable, but that by limiting said provision it would become valid and enforceable, then said provision shall be deemed to be written, construed and enforced as so limited.
I, THE UNDERSIGNED PARTICIPANT, AFFIRM THAT I AM OF THE AGE OF 18 YEARS OR OLDER, AND THAT I AM FREELY SIGNING THIS AGREEMENT. I CERTIFY THAT I HAVE READ THIS AGREEMENT, THAT I FULLY UNDERSTAND ITS CONTENT AND THAT THIS AGREEMENT CANNOT BE MODIFIED ORALLY. I AM AWARE THAT THIS IS IAB BYLAWS AND A RELEASE OF LIABILITY AND A CONTRACT AND THAT I AM SIGNING IT OF MY OWN FREE WILL.
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DEADLINE TO MAKE PAYMENT: MARCH 15TH, 2022