****** Page 1 ****** Partnership Agreement (DRAFT) THIS AGREEMENT OF PARTNERSHIP, made as of June 13th, 2021, by and between the undersigned: NAME_1 NAME_2 etc. Formation of Partnership: The undersigned hereby form a General Partnership in, and in accordance with the laws of, the State of Washington. Name of Partnership: The name of the partnership shall be the _______________ INVESTMENT CLUB OF SEATTLE, WASHINGTON. Term: The Partnership shall continue until terminated by agreement of the partners. Purpose: The purpose of the partnership is to provide support and information for partners as they setup accounts, create portfolios of stocks, bonds, and securities, for their education and benefit. Meetings: Periodic meetings shall be held as determined by the partnership. Contributions: The partners may make contributions to their individual accounts on the date of each periodic meeting, in such amounts as the partnership shall determine. Valuation: The current value of the assets of the partners' individual accounts shall be determined not more than 10 business days preceding the date of each periodic meeting. Capital Accounts: A capital account will not be maintained in the name of the partnership. Management: Each partner shall participate in the management and conduct of the affairs of the partnership. Except as otherwise provided herein, all decisions shall be made by majority vote of the partners. Sharing of profits and losses: Net profits and losses of the partnership shall insure to and be borne by the partners equally. ****** Page 2 ****** Books of Account: Summary holdings in partners' individual accounts shall be available 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 the partners. Bank Account: The partnership shall hold no bank accounts. Broker Account: None of the partners of this partnership shall be a broker; in addition, the partnership shall hold no brokerage accounts. 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 at a meeting. Dissolution of Partnership: The partnership may be dissolved by agreement of the partners, said vote to be by majority of partners. Notice of said decision to dissolve the partnership shall be given to all of the partners. The partnership shall thereupon be terminated. Withdrawal of a Partner: Any partner may withdraw. The partner shall give notice in writing to the recording partner. This notice shall be deemed to be received as of the first meeting of the club at which it is presented. If notice is received between meetings it will be treated as received at the first following meeting. Death or Incapacity of a Partner: In the event of the death or incapacity of a partner, receipt of such notice shall be treated as a notice of withdrawal. ****** Page 3 ****** Forbidden Acts: No partner shall: a. 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 business. b. Without the unanimous consent of all the other partners, assign, transfer, pledge, mortgage or sell all or part of his/her interest in the partnership to any other partner or other person whomsoever, or enter in to any agreement as the result of which any person or persons not a partner shall become interested with him/her in the partnership. c. Purchase an investment for the partnership. d. Use the partnership name, credit or property for other than partnership purposes. e. Do any act detrimental to the interests of the partnership or which would make it impossible to carry on the business or affairs of the partnership. Termination of Partners: A partner's interest may be terminated for cause (see Forbidden Acts above, and Operating Procedures). Such termination requires the unanimous vote of the remaining partners, and shall be treated as if a notice of withdrawal had been received, with liquidation of the terminated partner's interest proceeding in the usual way. This agreement of the Partnership is hereby declared and shall be binding upon the respective heirs, executors, adminstrators and personal representatives of the parties. IN WITNESS WHEREOF, the partners have set their hands and seals the year and date first above written. Partners: