Partnership Agreement and By-Laws

Partnership Agreement

of

The Up & Up Investment Club

THIS AGREEMENT OF PARTNERSHIP, effective as of January 1, 1998, by and between the undersigned to wit:

Paul O. Campbell

Andre D. Dickens

John James

Tracee C. Joyner

Yuquan C. Mitchell

Sabrina Quarles

Rachel M. Roberts

Larry E. Stewart

Walter Sutherlin

NOW, THEREFORE IT IS AGREED:

1. Formation. The undersigned hereby form a General Partnership in accordance with and subject to the laws of the State of Georgia.

Name. The name of the partnership shall be Up & Up Investment Club.

Term. The partnership shall begin on January 1st, 1998 and shall continue until December

of the same year and thereafter from year to year unless earlier terminated as hereinafter provided.

Purpose. The only purpose of the partnership is to invest the assets of the partnership solely in stocks, bonds, real estate, and other securities ("securities") for the education and benefit of the partners.

Meetings. Periodic meetings shall be held on the second Tuesday of each month and/or as deemed necessary and reasonable by the partnership.

Capital Contributions. The partnership may make capital contributions to the partnership on the date of each periodic meeting in such equal amounts as the partnership shall determine, provided, however, that no partner’s capital account shall exceed twenty percent (20%) of the capital accounts of all the partners.

Partnership Value. The current value of the assets of the partnership, less the current value of the liabilities of the partnership (hereinafter referred to as "value of the partnership") shall be determined as of a regularly scheduled date and time ("valuation date") preceding the date of each periodic meeting as determined by the Club.

Capital Accounts. A capital account shall be maintained in the name of each partner. Any increase or decrease in the value of the partnership on any valuation date shall be credited or debited, respectively, to each partner’s capital account in proportion to the sum of all partner capital accounts on that 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 capital contribution to, or capital withdrawal from, the partnership shall be credited, or debited, respectively to that partner’s capital account.

Management. Each partner shall participate in the management and conduct of the affairs of the partnership in (accordance with Article VIII of the Up & Up By-Laws) proportion to the value of his capital account. Elected officer of the Club shall include President, Vice President, Treasurer, Assistant Treasurer, Secretary, and Parliamentarian. Appointed officers shall include committee chairperson.
Election of Officers. Officers shall be elected and installed each January. Nominations will be taken and officers will be elected by a 2/3 vote of the Partners.

Sharing of Profits and Losses. Net profits and losses of the partnership shall inure to, and be borne by, the partners in proportion to the value of each of their capital accounts.

Books of Accounts. 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.

Annual Accounting. Each calendar year, a full and complete account of the condition of the partnership shall be made to partners.

Bank Account. 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 the Treasurer and/or the Assistant Treasurer.

Broker Account. 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 held 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 the Treasurer or Assistant Treasurer only) any partner 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.

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 or transfer agent has received written notice to the contrary.

No Compensation. No partner shall be compensated for services rendered to the partnership except reimbursement for expenses.

Additional Partners. Additional partners may be admitted at any time, upon the unanimous consent of all the partners, so long as the number of partners does not exceed fifteen (15). The new partner’s initial capital contribution must equal the amount of the capital account of all partners on the day consent is granted.

Membership candidates for the Up & Up Investment club must complete a membership application and a panel interview by selected Partners. After successful completion of these two requirements, active Partners will review all of the candidate’s submitted information. The active Partners will vote on accepting/rejecting the candidate for membership into the Up & Up Investment club. Membership candidates will be notified of the Club’s decision via telephone and/or written invitation letter within 10 days of the Club vote. Candidates must accept or decline the invitation to join the Up & Up in writing within 10 days of receiving a written invitation to join the Club.

New Partners in the Up & Up Investment Club will be required to pay the amount equal to the value of the capital account of an active Partner so that the new Partner will be equally vested (which is the total amount of monthly contributions from December 10, 1997 to the date that the new Partner is accepted as a member) within 10 days of receiving a written notification of the vote of the Partners and a invitation to join. In addition, the new Partner is required to pay any capital gains earned, if any, by the investment Club which will be determined on the day that the new Partner signs the partnership agreement.

A. Transfers to a Trust. 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.

B. Removal of a Partner. Any partner may be removed by agreement of the partners whose capital accounts total a majority of the value of the capital accounts of all the partners. 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 value of the removed partner’s capital account, which shall be in accordance with the provisions on full withdrawal of a partner noted in paragraphs 19 and 21. The vote action shall be treated as receipt of request for withdrawal.

Termination of Partnership. The partnership may be terminated by agreement of the partners whose capital accounts total a majority in value of the capital accounts of the all the partners. Written notice of the meeting where termination of the partnership is to be considered shall include a specific reference to this matter. The partnership shall terminate upon a majority vote of all partners’ capital accounts. 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.

19. Voluntary Withdrawal (Partial or Full) of a Partner. Any partner may withdraw all of the value of his capital account in the partnership and the partnership shall continue as a taxable entity. The partner withdrawing all of the value of his capital account shall give notice of such intention to the Secretary. 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.

A partner may withdraw the value of their capital account in the partnership up to 75% of said value as a loan with terms negotiated with the club to be paid back no later than 6 months. After 6 months, early withdrawal penalties will apply to any partner. The treasurer and vice president will be responsible for tracking the amount of time taken to repay any loan from the group to a partner.

In making payment from Up & Up’s account to a partner, the value of the partnership, as set forth in the valuation statement prepared for the first meeting following the meeting at which written notice is received from a partner requesting a partial or full withdrawal, will be used to determine the value of the partner’s capital account.

Early withdrawals shall result in a penalty of 20% in year 1, 15% in year 2, 10% in year 3, 5% in year 4, and 5% in year 5. The amount shall be subtracted from the value of the partner’s capital account which they are withdrawing.

Partners that withdraw can rejoin the Club but will be required to undergo the same evaluation process as prospective new members.

The partnership shall pay the partner who is withdrawing all of the value of his capital account in the partnership in accordance with paragraph 21 of this Agreement.

Death or Incapacity of a Partner. 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 a partner pursuant to Paragraph 17A hereof), receipt of notice of such an event shall be treated as notice of full withdrawal.

Terms of Payment. 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 remaining partners. In either case, where securities are to be distributed, the remaining partners select the securities.

Where cash is transferred, the partnership shall transfer to the partner (or other appropriate entity) withdrawing a portion 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 in the partnership being withdrawn or (ii) the value of the capital account being withdraw, 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 (30) 10 days after the valuation date used in determining the withdrawal amount.

If a partner withdrawing all of the value of his capital account in the partnership desires an immediate payment in cash, the partnership at its earliest convenience 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 19 and 21.

When 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 club’s valuation statement prepared to determine the value of that partner’s capital account in the partnership. The Club’s broker, if a broker is used, shall be advised that ownership of the securities has been transferred to the partner as of the valuation date used for the withdrawal.

Forbidden Acts. No partner shall:

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.
Except as provided in paragraph 16A, without the unanimous consent of all the other partners, assign transfer, pledge, mortgage, or sell part of all 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.
Purchase an investment for the partnership where less than the full purchase price is paid for same.
Use the partnership name, credit or property for other than partnership purposes.
Do any act detrimental to the interests of the partnership or which would make it impossible to carry on the purpose of the partnership.

This Agreement of Partnership shall be binding upon the respective heirs, executors, trustees, administrators, and personal representatives of the partners.

The partners have caused the Agreement of Partnership to be executed on the dates indicated below, effective as of the date indicated above.

Signed___________________________________________ Date__________________________