This general partnership was founded in 2004 as an Investment Club. It was previously founded in 1976 as a Mensa Special Interest Group. In 1965 when originally formed, it was named (contrary to present MENSA regulations) Mensa Investment Club, until given its present name in 1980. MIC will be operated under the revised set of bylaws adopted in 2004.
ARTICLE 1-A: The name of this general partnership shall be M-Investment Club Partnership, alternatively denoted MIC Partnership, or MIC.
ARTICLE 1-B: MIC membership shall be open to any member of Mensa in good standing, who is also at least 21 years of age.
ARTICLE 1-C: MIC will operate as a general partnership amateur investment club, to buy and sell publicly-traded stocks, bonds, warrants, and options, etc., as authorized by management directives.
ARTICLE 1-D: The purpose of MIC is to educate and enrich the individual Partners, through the planning and execution of profitable trades of partnership assets.
ARTICLE 1-E: Since there is a risk of each Partner losing his/her total investment in the partnership, it is therefore the responsibility of each Partner to limit his/her investment in MIC according to his/her overall financial circumstances.
ARTICLE 2-A: Partners shall be admitted to MIC, subject to numerical membership limits, initial investment needed, and other requirements as decided by MIC management.
ARTICLE 2-B: Partners shall be discharged from MIC for reasons such as, but not limited to, the following:
…loss of membership in MENSA.
…not meeting requirements on amount invested in MIC, as decided from time to time by management policies.
…lack of participation, such as repeated failure to vote, answer questionnaires, etc.
…publication or disclosure of MIC membership lists, except to MENSA officials, as per MENSA regulations.
…trading activities, actual or attempted, in MIC’s account, beyond the partners’ specified authority.
…refusal to sign affirmations of membership in MIC.
ARTICLE 2-C: Partners may terminate their partnership in MIC upon written notice to the Treasurer, to be effective as of the next quarterly partnership statement date following said notice.
ARTlCLE 2-D: Partners departing from MIC, whether voluntarily or by discharge, shall receive the net liquidated value of their equity in MIC, as computed at the next quarterly partnership statement date, without any penalty, but subject only to charges as needed to pay added commissions due to the said liquidation.
ARTICLE 2-E: In cases of dire emergency, at the Treasurer’s discretion and with approval of the management committee, terminating Partners may receive immediate payments in advance of the final liquidation, leaving only sufficient equity to ensure a positive final adjustment.
ARTICLE 2-F: No penalty may be levied upon any Partner, other than a rebuke, or discharge. However, MIC does not waive the right to seek lawful recourse, in case of damages caused to MIC by a Partner’s misconduct.
ARTICLE 2-G: Partner equities shall be computed at quarter-year intervals and expressed in valuation units, as most commonly done in USA investment clubs, mutual funds, etc.
ARTICLE 2-H: Each Partner shall have a voting strength equal to his/her MIC equity in valuation units, as of the latest quarterly statement, except that his/her voting strength cannot exceed 20% of the total partnership valuation units.
ARTICLE 2-I: Each Partner shall sign such affirmations of MIC membership as shall be required from time to time to facilitate opening MIC brokerage accounts, bank accounts, etc.
ARTICLE 2-J: Each Partner is expected to vote in all MIC elections, referenda, etc.
ARTICLE 3-A: There shall be a Management Committee consisting of five MIC Partners, elected by the partnership at large, with nominally three-year terms of office (see Article 5-H).
ARTlCLE 3-B: The Management Committee shall select one of their members to be Chairperson, at yearly intervals. Management Committee decisions shall be by majority vote of its members, equally weighted (one person, one vote). In the event that the management committee is short any members and there is a tie, the tie will be decided by the chairperson.
ARTICLE 3-C: There shall be a Stock Selection Committee Chairman, to be selected from the MIC Partners by the Management Committee, who shall serve for an indefinite term. The Stock Selection Committee Chairman shall appoint, or remove from office, MIC Partners as Stock Selection Committee members, in any way he/she sees fit, in any number (including none).
ARTICLE 3-D: There shall be a Treasurer, to be selected from the MIC Partners by the Management Committee, who will serve voluntarily, for an indefinite period. The Treasurer may not hold any other office in MIC except as a member (but not Chairman) of the Stock Selection Committee, or Editor.
ARTICLE 3-E: There shall be an Editor, to be selected from the MIC Partners by the Management Committee, who shall serve for an indefinite term.
ARTICLE 3-F: Miscellaneous other functions, such as Teller of Ballots, Membership Application Secretary, etc., shall be performed by MIC Partners appointed by the Management Committee Chairman, on an ad hoc basis, according to the changing needs of the club.
ARTICLE 4-A: The Management Committee shall appoint and dismiss other holders of offices in MIC, including the Chairman of the Stock Selection Committee, but excluding the members thereof.
ARTICLE 4-B: The Management Committee shall prepare all resolutions, referenda, bylaw amendments, and schedule all balloting thereon.
ARTICLE 4-C: The Management Committee shall enforce all MIC bylaws and regulations, with authority to rebuke and/or dismiss any Partner.
ARTICLE 4-D: The Management Committee shall institute audits of MIC assets at reasonable intervals, and shall conduct spot checks of specific items such as brokerage charges, crediting of dividends, etc., as it deems fit.
ARTICLE 4-E: The Management Committee shall make whatever regulations it deems fit as to the operation of MIC, except for those rules set forth in these bylaws. Such regulations by the Management Committee are exemplified by:
…requirements as to initial and continuing investment.
…participation requirements, such as voting.
…constraints on MIC trading, amounts and categories.
…admission and dismissal procedures.
ARTICLE 4-F: The Management Committee shall consider all complaints by Partners, and shall respond thereto, under the coordination of the Chairman.
ARTICLE 4-G: The Stock Selection Committee Chairman shall conduct MIC trading activities as he/she sees fit, either directly, or by delegation to members of the Stock Selection Committee, within the constraints defined by the Management Committee. He/she shall also provide information on all trades to the Treasurer, and to the Editor.
ARTICLE 4-H: The Treasurer shall collect and disburse all money used in MIC trades, Partner contributions and payouts, and payments of MIC expenses. He/she shall evaluate the status and flow of MIC assets, using conventional bookkeeping procedures, so as to provide a quarter-yearly balance-sheet statement of partnership operations, which he/she shall mail or email to the Partners.
ARTICLE 4-I: Editor shall publish a website to include details of trades made, letters from Partners, management announcements, Partner’ s names and addresses, and other news of interest. It shall also include balloting slips as needed from time to time, forms to make contributions, etc. Confidential member information will be protected from the general public by username & password unique to each member.
ARTICLE 5-A: The whole partnership shall vote on all resolutions, referenda, and bylaw amendments, and on the selection of Management Committee members, with Partner votes weighted by the valuation shown on the latest quarter-year statement, subject to the 20% limitation of Article 2-H. If no shares are currently owned by any member, then votes will be equally weighted (one member - one vote).
ARTICLE 5-B: Except for elections to select the Management Committee, and other person-selections, all material to be voted on shall be framed as yes-no choices, with each choice placed in a separately voted-on resolution.
ARTICLE 5-C: Any bylaw amendment or addition shall require a two-thirds majority of valuation-weighted votes cast for passage. The quorum for a valid vote is 40% of the MIC Partnership shares. The vote stands cancelled if less that 40% of the MIC shares are cast.
ARTICLE 5-D: Yes-no business voted on shall require a simple majority of valuation-weighted votes cast for passage.
ARTICLE 5-E: Person-selection voting winners will be defined in order of valuation-weighted votes cast, with no majority criteria.
ARTICLE 5-F: All general membership voting shall be by secret ballots, distributed via the web or, in exceptional circumstances, separately by first-class mail, by the Editor in either case.
ARTICLE 5-G: All matters voted on shall have an official date as decreed by the Editor, upon publication of the ballot (either on the web site or, exceptionally, by separate mail). The ballot return deadline shall be decreed by the editor, and shall not be less than one week or more than two months.
ARTICLE 5-H: The Voting date for the annual selection of two Management Committee members shall be within the one month period from 1 January through 31 January, or in special circumstances when a vacancy occurs, upon notice by the Editor, at the direction of the management committee.
ARTICLE 5-I: In case the two Management Committee slots do not continue in get filled, incumbent Management Committee members shall continue in office as needed to maintain the five member strength.
ARTICLE 5-J: Any untimely vacancies occurring in the Management Committee shall be filled by runners-up from the last preceding election.
ARTICLE 5-K: The Editor shall permit candidates to announce themselves by timely and succinct statements on the Club website.
ARTICLE 5-L: All management Committee voting shall be informally done, via the internet, mail channeled through the Chairman or by telephone. Except for the selection of the Management Committee Chairman, individual voting shall be disclosed on the secure side of the website.