The TICN Club Constitution

The constitution is a binding agreement of rules and conditions between the club members on how the club will mutually operate and conduct its business for the purpose of joint investment in stocks, shares, options, securities and investments. To be legally binding the constitution of the club has to be signed, dated and witnessed by all club members. The following is a copy of the constitution and rules recommended by TICN Ireland Ltd for adoption by TICN Ireland Investment clubs.
CONSTITUTION AND RULES of the ___________________________________________________ Investment Club. This agreement is made this _______ day of _______________________ in the year of 2____ between the undersigned people as members for the purpose of joint investment in stocks, shares, options, securities and investments.

1. The number of people in a club shall be limited to a minimum of 3 to a maximum of 20 members.
  1. Acceptance of new members into the club shall be proposed & seconded by two existing members and adopted only if no other member objects.
  2. The club reserves the right to refuse admission to any person without giving a reason.
  3. On admission to the club a new member shall pay a joining fee, back payments, administration charges if applicable for the current year, plus an equal share unit value of the clubs portfolio.
  4. All members hereby agree to attend an MMCP-MAKE MONEY with CAREFUL PLANNING - seminar within six months of joining the club.
2. Members of the club shall make regular contributions in such amounts and at such intervals as agreed. Monthly standing orders must be set up by all members for payment of their subscriptions into the club account as soon as possible after joining and not exceeding three months of joining the club.

3. The club shall open a club bank account/ building society account in the club's name. The club shall appoint three signatories (normally nominated are, Chairperson/ Treasurer/ Secretary).
  1. All cheques drawn on the club account shall require any two authorised signatures.
  2. All income will be paid directly into the club's bank account.
  3. The club's bank account must be set up without overdraft facilities.
4. The club shall open a club brokerage account in the club's name with a reputable nominee stockbroker. Appoint between 2 to 4 traders (normally not the Chairperson/Treasurer/Secretary).
  1. Only the named traders are authorised to buy and sell investments on behalf of the club.
  2. No member is authorised to commit the club beyond the cash held by the club broker.
  3. All cheques due to the club's account are to be made out to the club's name on non-transferable cheques.
5. All members have an equal amount of share holding in the club portfolio. No member is entitled to buy additional units.

6. The club will only deal with the club's investment and for the benefit of the club only. It will neither advice nor deal on behalf of any person/group.
  1. No member shall make any commitment particularly financial on behalf of the club without the agreement of a properly constituted meeting.
  2. No member of the club will be compensated for providing services to the club.
  3. All affairs (conduct, behaviour, attendance of members, monetary etc.) affecting the club shall be agreed by the members at a constituted meeting. The meeting must have a quorum of at least 50% plus one.
  4. Any member who breaks these rules & conditions will be expelled after a warning has been issued and when 75% of members at a constituted meeting support the decision. The expelled member will be notified in writing and have their share of the club holdings returned (minus legal & brokerage fees) in full payment within 90 days of expulsion.
7. When a member resigns they will receive their share of the club holdings (minus legal & brokerage fees) in full payment within 90 days of resignation.

8. Upon the death of a club member, their share value of the club holdings will be paid to their executor (minus legal & brokerage fees) in full payment within 90 days of the club meeting where the death was recorded.

9. An acceptable level of member's attendance each year shall be determined (normally 75%+). Members are entitled to attend all meetings and vote on all matters. A meeting quorum (normally of half membership, plus one) shall be agreed. A reduction in share ownership by 1% of the members total club ownership per meeting missed shall be forfeited and redistributed amongst the remaining club members on a pro- rata basis. As well as attending club meetings all members are expected to commit to researching at least one company per person per month using the recommended TICN system of company evaluation. Failure to do so will lead to a reduction in share ownership by 0.5% per month of non compliance of the members total club equity ownership. The 0.5% forfeited will be redistributed amongst the remaining club members on a pro - rata basis. Those members that attend the club meetings and complete their research assignments will own more of the club holdings than those that do not comply with the expected club attendance of 45 out of 60 monthly club meetings during a five year period and the expected research of one company per month. The maximum share holding reduction for total non attendance will be (45%) and for non completion of research will be (30%). If a member chooses to attend no club meetings and do no research for a period of 5 years they will forfeit 75% of their share of the club's holdings to be redistributed amongst the remaining members on a pro rata basis starting with the maximum non- compliant member and finishing at the minimum non - compliant member.

10. The voting system is (one member one vote).

11. Minutes of the club meetings shall be kept and issued promptly to members at least two weeks or as soon as practicable prior to the next meeting.

12. Any disputes to the interpretation of constitution and rules will be decided by the chairperson / or at the AGM / or if requested at a special general meeting. Disputes relating to the valuation of members share shall be decided by a chartered accountant (appointed by the club chairperson), whose decision will be final. Fees for the certified accountant will be met by the losing party or equally if no clear decision is made.

13. Tax affairs shall be dealt with accordingly to the law of the land.

14. Without the prior written agreement and consent of TICN Ireland, members hereby agree not to reproduce, distribute, store in a retrieval system, or transmit, in any form or by any means, electronic, mechanical, recording or otherwise, any of the materials supplied or distributed by TICN Ireland.

15. Club members acknowledge that the sole ownership of all equity appreciation shall reside with only those club members who have fulfilled all obligations as set out in this constitution.

16. The club shall be wound up and all assets divided among members in accordance with a resolution to that effect if passed by at least 75% of the members at a specially convened general meeting of the club.

17. After five years from the formal inauguration of the club the members shall convene a meeting to decide upon and adopt a dividend policy for the next five years to be reviewed and adjusted annually thereafter.

18. TICN Ireland shall retain a 5% shareholding in the club for the duration of the club's existence. The TICN Ireland contribution shall be financed by and be included in the subscriptions of all other club members.

19. Only the following items shall be discussed and agreed at the annual AGM:
  1. Re-election of all committee (chairperson, treasurer, secretary and other roles) members needs to be decided. Also two internal auditors who are non-committee members can be appointed to audit the club accounts.
  2. The treasurer at the AGM shall produce a statement of accounts. A report detailing the income, expenditure, club assets, arrears, end of year valuation of portfolio, and each members total contribution/drawings with current value of holding shall be presented to club members at all meetings.
  3. An auditors report shall be presented to club members at the AGM.
  4. The club bank account / brokerage account can to be determined annually or at a special meeting. All meeting dates and venues for the year need to be agreed by members. Between 5 to 10 days notice should be given for all meetings.
  5. The goals and financial aim of the club shall be stated including a comprehensive review of Asset Allocation.
  6. Members' monthly contributions shall be stated and maybe reviewed upwards in line with inflation.
  7. TICN Associate membership to be appraised, evaluated and recorded.