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Partnership Agreement

THIS AGREEMENT made as of Date of Agreement (ie. July 1, 2000) among the individuals
that have executed this Agreement and any individuals agreeing to be bound by this Agreement
in accordance with paragraph 12, witnesses that for and in consideration of the mutual covenants
herein and other good and valuable consideration, the parties do hereby agree with each other as
follows:

1. Definitions. In this Agreement, the following words and phrases shall have the following
respective meanings:

(a) "Chairman" means chairman of the Executive Committee elected in accordance


with paragraph 11(a);

(b) "Executive Committee" means the executive committee of the Partnership


created pursuant to paragraph 10(a);

(c) "Expenses" means all the expenses of the Partnership determined in accordance
with generally accepted accounting principles;

(d) "Ordinary Resolution" means a resolution of the Partners referred to in


Paragraph 9(d)(iv);

(e) "Partners" means the individuals that have executed this Agreement along with
such other individuals as may become parties to this agreement pursuant to
paragraph 12;

(f) "Partnership" means the Describe Nature of Partnership (ie. Accounting)


partnership among the Partners;

(g) "Revenue" means revenue of the Partnership determined in accordance with


generally accepted accounting principles;

(h) "Special Resolution" means a resolution of the Partners referred to in Paragraph


9(d)(v).

2. Statements of Fact.

(a) The Partners are engaged in the practice of Describe Nature of Partnership (ie.
Accounting).

(b) The Partners wish to continue and formalize their relationship by entering into
this partnership agreement.
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3. Name of Partnership. The name of the Partnership shall be "Name of Partnership"


unless the name is changed by Ordinary Resolution. No person shall enter into any
agreement or obligation on behalf of the Partnership except in the Partnership name.

4. Financial Year. The financial year of the Partnership shall commence on


Commencement Date of Fiscal Year of Partnership (ie. April 1) and terminate on Last
Date of Fiscal Year of Partnership (ie. March 31) of each year.

5. Bankers. The banker of the Partnership shall be the Name of Banker of Partnership
and\or such other bank or banks as may from time to time be determined by Ordinary
Resolution.

6. Books of Account, Financial Statements and Accountants.

(a) Proper books of account shall be kept by or on behalf of the Partnership in


accordance with generally accepted accounting principles wherein shall be
entered particulars of all monies, goods or effects belonging to or owing to or by
the Partnership or paid, received, sold or purchased in the course of the business
of the Partnership.

(b) As soon as practicable after the Partnership's financial year end in each year, the
Partners shall cause to be prepared a balance sheet, operating statement, statement
of Partner's accounts and such other statements as may be applicable and notes
thereto made up as at each such financial year end. At the request of the Executive
Committee, or by Special Resolution, the financial statements of the Partnership
shall be audited by the Partnership's accountants. The audited or unaudited
financial statement of the Partnership shall be provided to each of the Partners
within 120 days of the Partnership's financial year end.

(c) The Partnership shall cause interim unaudited financial statements to be prepared
quarterly in each financial year of the Partnership, which financial statements
shall be distributed to the Partners within two months of the end of each such
quarter.

(d) The accountants of the Partnership shall be the chartered accountant or firm of
chartered accountants determined from time to time by Ordinary Resolution.

(e) The accounts of the Partnership shall be available for the inspection of any
Partner upon request with the approval of the Executive Committee.

7. Partnership Revenues. All Revenues received for the account of the Partnership shall be
paid into or deposited with one or more of the Partnership's bankers for the time being to
the credit of the Partnership's accounts. All cheques on any such accounts shall be drawn
in the Partnership's name and shall be signed by such of the Partners or by such other
persons as may be authorized by the Executive Committee from time to time and any
cheques so signed shall be binding on the Partnership. The Executive Committee may,
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from time to time, invest monies not required for current expenditures in certificates of
deposit with banks, guaranteed investment certificates or like guaranteed deposit type
securities, short-term federal, state or municipal securities or such other investments of a
guaranteed nature as it deems advisable.

8. Duties of Partners.

(a) Each Partner shall be just and faithful to the other Partners in all matters and
transactions relating to the Partnership.

(b) No Partner shall employ any of the assets of the Partnership or pledge the credit
thereof, except in the ordinary course of the conduct of and upon the account of or
for the benefit of the Partnership.

(c) No Partner shall assign, mortgage, charge or otherwise encumber his or her
interest in the Partnership or any part thereof or make any other person a Partner
with him or her therein.

(d) Each Partner shall at all times duly and punctually pay and discharge his or her
separate debts and obligations, present and future, and keep the Partnership
property and the other Partners and their representatives, estates and effects
indemnified against and saved harmless from all actions, proceedings, costs,
claims and demands in respect thereof.

(e) The Partners covenant with one another that each will at all times hereafter save
harmless and keep indemnified the other Partners from and against any losses,
costs, expenses and damages which may be suffered or incurred by the other
Partners by reason of any action, claim or other proceeding which may be brought
or instituted against the Partner for or in respect of professional services rendered
by such Partner.

(f) Each Partner shall at all times be and remain a member in good standing of the
Name of Professional Association (ie. Association of Certified Public
Accountants) and shall maintain in full force and effect, professional liability
insurance on terms and conditions and in amounts established by the Executive
Committee from time to time.

9. Meetings of Partners.

(a) A general meeting of all Partners shall be called by the Executive Committee at
least annually and more often if necessary or desirable. The Chairman or any two
members of the Executive Committee, or Partners representing not less than
twenty percent of all Partners, shall have the power at any time to call a general
meeting of the Partners. If for one year no general meeting of the Partners is held,
such a meeting may be called by any three Partners.
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(b) All general meetings of Partners shall be called by at least 14 days' notice in
writing given to all the Partners by the Executive Committee, the Chairman or the
Partners calling the meeting. The notice shall include an agenda for such meeting
and the specific text of any proposed resolutions.

(c) A quorum at any general meeting of Partners shall be sixty percent of the Partners
in person or represented by proxy with at least five Partners present in person.

(d) At all meetings of Partners:

(i) each Partner shall have one vote which may be given in person or by
written proxy given to another Partner. A signed copy of any such proxy
must be provided to the Chairman of the meeting before any proxy vote
may be cast;

(ii) all matters coming before the meeting shall be decided in the first instance
by a show of hands unless a vote by ballot is required by any Partner
present in person;

(iii) all matters decided by vote by ballot shall be decided by Ordinary


Resolution unless a larger vote is required by this Agreement;

(iv) an "Ordinary Resolution" means a resolution in favour of which are voted


at least a simple majority of the total votes exercisable by the Partners
present in person or represented by proxy at a meeting of Partners and
entitled to vote on such resolution;

(v) a "Special Resolution" means a resolution in favour of which are voted at


least 75% of the total votes exercisable by the Partners entitled to vote on
such resolution whether or not present or represented at a meeting of
Partners;

(vi) no resolution, either ordinary or special, specifically required under any


paragraph of this Agreement, shall be deemed to have been validly passed
unless at least 14 days' notice of the specific text of such resolution shall
have been given to all Partners entitled to attend the meeting, unless all
such Partners shall have waived such notice either before or after the
holding of the meeting;

(vii) any resolution, whether ordinary or special, signed by all of the Partners
entitled to vote thereon shall be as effective as if passed at a meeting of the
Partners called in accordance with the provisions of this Agreement;

(viii) if a vote by ballot is taken at any meeting of Partners, the ballots shall be
collected by the Chairman or in his absence by a member of the Executive
Committee and delivered to a person designated by the Executive
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Committee who may or my not be a Partner, who shall count the ballots
and report the result of such vote to the Chairman of the meeting at which
such vote was taken, who shall in turn report such result to all of the
Partners.

(e) The Executive Committee shall cause minutes to be kept of all proceedings and
meetings of the Partners and cause copies thereof to be circulated to all Partners
within 14 days of each meeting of the Partners.

(f) The Chairman or his designee shall, at each general meeting of the Partners,
provide a written report to the Partners on behalf of the Executive Committee.

10. Executive Committee.

(a) The Partnership shall be governed by an Executive Committee composed of three


Partners, each of whom shall be elected by Ordinary Resolution.

(b) Of the first three Partners elected to the Executive Committee, one shall have a
term of office which expires on Date of Completion of Term of 1st Member of
Executive Committee, one shall have a term of office which expires on Date of
Completion of Term of 2nd Member of Executive Committee, and the other shall
have a term of office which expires on Date of Completion of Term of 3rd
Member of Executive Committee.

(c) With the exception of the first elected members from the Executive Committee,
the terms of office for all other members of the Executive Committee shall be for
a period of three years. Commencing in Month in Which First General Meeting of
Partners will be Held (ie. July, 2000), a general meeting of the Partners shall be
called in Month in Which General Meetings of Partners will be Held (ie. July) of
each year to elect one Partner to the Executive Committee to replace the Partner
whose terms of office have expired, which Partner shall be eligible for re-election.

(d) The term of office of any member of the Executive Committee shall expire if he
or she:

(i) is removed from office by an Ordinary Resolution;

(ii) resigns his or her office; or

(iii) ceases to be a Partner.

(e) In the event of a vacancy or vacancies occurring on the Executive Committee by


reason of the early termination of office of a member, a general meeting of the
Partners shall be called to elect another member to complete the term of the
Executive Committee member that he or she has replaced.
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(f) The Executive Committee shall meet at least every six months. Meetings of the
Executive Committee may be called by the Chairman, or any two members of the
Executive Committee.

(g) Notice of each meeting of the Executive Committee shall be given in writing to
each member of the Executive Committee at least seven days prior to each
meeting unless all members of the Executive Committee are present at the
meeting or such members have, either before or within three days of any meeting,
waived notice of such meeting. The notice shall include the agenda and the
specific text of any proposed resolutions.

(h) A quorum at any meeting of the Executive Committee shall be three of the
members of the Executive Committee. All matters to be decided by the Executive
Committee shall be decided on the vote of at least a simple majority of the
members of the Executive Committee present at the meeting at which such matter
is to be decided.

(i) The Partners acknowledge and agree that each and every member of the
Executive Committee shall be deemed to have assumed office on the express
understanding, agreement and condition that every member of the Executive
Committee, and his or her heirs, executors, administrators and estate and effects,
respectively, shall from time to time and at all times, be indemnified and saved
harmless from and against all costs, charges and expenses whatsoever which such
member of the Executive Committee sustains or incurs in or about any action, suit
or proceeding which is brought, commenced or prosecuted against him or her for
or in respect of any act, deed, matter or thing whatsoever made, done or permitted
by him or her in or about the execution of the duties of a member of the Executive
Committee, and also from and against all other costs, charges or expenses which
he or she or they sustain or incur in or about or in relation to the affairs thereof,
except such costs, charges or expenses as are occasioned by his or her or their
own wilful neglect or default.

11. Officers of the Executive Committee.

(a) At its first meeting following the effective date of this Agreement the Executive
Committee shall elect from its members a Chairman, a Secretary and a Vice-
Chairman for a term ending Ending Date of Term of Officers of Executive
Committee.

(b) The positions of Chairman, Secretary and Treasurer shall be for terms of one year.
A meeting of the Executive Committee shall be called in Month in Which
Executive Committee Meetings will be Held (ie. July) of each year starting in
Month in Which First Executive Committee Meeting will be Held (ie. July, 2000)
for the purpose of electing members of the Executive Committee to such
positions, the incumbents being eligible for re-election. A Partner must have
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served a term of a minimum of one year on the Executive Committee to be


eligible to serve as Chairman.

(c) The Chairman, when present thereat, shall have the right to chair all meetings of
the Partners and the Executive Committee. In the absence of the Chairman or in
the event of his or her unwillingness to chair any such meeting, the vice-chairman
shall have the right to chair such meeting and failing him or her, the Partners or
the members of the Executive Committee, as the case may be, that are present at
such meeting shall elect one of themselves to chair such meeting.

(d) The Secretary shall be responsible for causing notices and agendas of meetings of
the Partners and the Executive Committee to be circulated and minutes of all
meetings of the Partnership and the Executive Committee to be prepared and
circulated as required.

12. Admission of Partners.

(a) All Nature of Professionals in Partnership (ie. Accountants) who are actively
engaged in the practice of Nature of Professional Practice (ie. Accounting) shall
be eligible for admission to the Partnership.

(b) Any request for admission of a new member to the Partnership shall come in
writing from a Partner. Partners shall be admitted to the Partnership upon the
approval of the Executive Committee.

(c) This Agreement shall be binding upon all persons who hereafter shall become
Partners in the Partnership.

(d) Each new Partner shall execute one or more copies or counterparts of this
Agreement upon admission to the Partnership.

(e) No new partner is required, upon admission to the Partnership, to contribute


capital except by Special Resolution, and is not entitled to any capital on
withdrawal other than capital accumulated by retention of the Partner's share of
profits of the Partnership.

13. Withdrawal from Partnership

(a) A Partner shall be entitled to withdraw from the Partnership as at any financial
year end of the Partnership upon not less than 90 days' prior written notice to the
Executive Committee or with the approval of the Executive Committee at any
time during any financial year of the Partnership.

(b) Upon the death of a Partner or his or her withdrawal or deemed withdrawal from
the Partnership, the Partner or his or her estate shall be entitled to that portion of
the draw that the Partner was entitled to for the month in which such death,
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withdrawal or deemed withdrawal took place prorated to the date of death,


withdrawal or deemed withdrawal, plus such additional share of the profits, if any,
for the financial year in which such death, withdrawal or deemed withdrawal took
place as may be allocated to the Partner or his or her estate by the Executive
Committee following the end of the Partnership's financial year.

14. Dissolution of Partnership.

(a) Notwithstanding any provision of any Act, now or hereafter in force, no Partner
shall be entitled to dissolve the Partnership by giving notice to other Partners, nor
shall the Partnership be dissolved or otherwise terminated by the withdrawal,
death, insolvency, retirement or expulsion of any Partner nor by any circumstance
other than pursuant to the provisions of paragraph 14.2(b).

(b) The Partnership may be dissolved by a Special Resolution.

15. Income Allocation - Draws

(a) Upon finalization of the financial statements for the Partnership for each financial
year, the Executive Committee shall determine the profit allocation of each
Partner for such year. Such profit allocation may be unequal if so determined by
the Executive Committee. The determination of the Executive Committee in this
regard shall be firm and binding upon the Partners.

(b) Upon establishing the budget for the Partnership for each upcoming fiscal year the
Executive Committee, in its sole discretion shall establish monthly draws for each
Partner, which draws shall be paid to the Partners, in arrears, on the last business
day of each month. Such draws may be unequal if so determined by the Executive
Committee. The determination of the Executive Committee in this regard shall be
firm and binding upon the Partners.

(c) The Executive Committee in its sole discretion shall, at the time of admission of
each new Partner, establish that Partner's monthly draw.

(d) Any losses of the Partnership shall be borne by the Partners in proportions
corresponding to their draws in respect of the year in which any such losses are
incurred.

16. Amendment. This Agreement may be amended at any time or from time to time by
Special Resolution and any amendment so made shall be binding upon all Partners as
fully and to the same extent as if all Partners had executed an amending agreement
containing such amendment.

17. Notice. Any notice required to be given hereunder may be given by delivering such
notice to the office at the Partnership of the Partner to whom it is addressed or by sending
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such notice to the Partner to whom it is addressed by prepaid ordinary mail to his or her
last known residential address.

18. Non-Assignment. This Agreement shall enure to the benefit of and be binding upon the
parties hereto, their executors and administrators, but shall not be assignable by any of
the parties, it being acknowledged and declared that this Agreement is personal to the
present parties hereto and those who may subsequently be admitted to Partnership in
accordance with the terms and conditions hereof.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above written.

Partner 1 Name Partner 2 Name

Partner 3 Name Partner 4 Name

Partner 5 Name Partner 6 Name

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