#6700 @001 Enter the name of the partnership: @990 Enter the state where partnership is formed: @991 Enter the county where partnership is formed: @002 Enter the names of the partners: @130 Enter the type of business for the partnership: @132 Enter the address of principal office of the partnership: @133 Enter the date of beginning business: !134 Enter the initial capital of the partnership: @135 Enter the amount of capital contributed by each person: @437/@437/@437/@437 Enter the time period for accountings: Monthly Quarterly Yearly Key In Value #6701 Will the partners be allowed to make draws? #if#6701 @136 Enter limits on withdrawals: @137/@137/@137/@137 The withdrawals will be made: Weekly Monthly Quarterly KEY IN VALUE #endif #6702 !400 Enter maximum dollar authority of individual partner: #6703 Will partnership be operated by management committee? #if#6703 @700 Enter number of partners to serve on management committee: #endif #6704 #end control section #6700 /* Para. 6700: general partnership, longer form */ GENERAL PARTNERSHIP AGREEMENT OF THE @001 PARTNERSHIP STATE OF @990) COUNTY OF @991) @002, herewith agree to engage in the business of @130, and pursuant to the Uniform Partnership Act of the State of @990, hereby form a general partnership. The name of the partnership shall be the @001 partnership. The principal office of the partnership will be located at: @132 and additional or substitute offices may be agreed upon from time to time by the parties. The partnership's existence shall commence on @133 and it shall continue until dissolved either by mutual agreement or by operation of law. The initial partnership capital shall be $ @134 (!134 dollars). The partners will contribute as follows: @135 The partners shall share in profits and losses in the same proportion as their capital contributions. No interest shall be paid on capital contributions. No partner shall have the right to demand repayment of their capital contribution unless the same is through a dissolution of the partnership and a winding up of its affairs. Decisions by the partnership shall be made by majority vote. Books of account of the transactions of the partnership shall be kept at the principal place of business of the partnership. The books of account of the partnership shall be available for inspection by all times by the partners. Each partner shall be required to report all transactions related to partnership business promptly and accurately. Each @437 the partners shall determine the net profit and loss of the partnership and the same shall be divided in the same proportion as contributions to capital. The partners, may by majority vote, agree to distribute any surplus or may allocate surplus to the capital account of each partner. #6701 /* Para. 6701: Withdrawals */ The partners shall be entitled to withdraw the following sums from the partnership: @136 on a @137 basis. Any and all withdrawals made shall be deducted from any profits of the partnership. #6702 /* Para. 6702: Governance, closing */ The affairs of the partnership shall determined by majority vote, with votes cast in the same percentage as capital contributions. Each partner shall have the right to manage the affairs of the partnership in the ordinary course of the partnership's business. However, no partner shall have the authority to: a) confess judgment against the partnership; b) borrow on the credit of the partnership or guarantee the debts of others with partnership credit except for transactions under $ @400 (!400 dollars) within the ordinary course of business of the partnership; c) convey substantially all of the partnership assets without prior approval by majority vote. #6703 /* Para. 6703: Management committee*/ The day to day affairs of the partnership shall be managed by a management committee, which shall consist of @700 partners, elected by a majority of the partners. The management committee shall conduct the business of the partnership, and shall have the authority by its majority vote to operate all of the business of the partnership, save those items specifically reserved to the partners as a whole. #6704 /* Para. 6704: End */ This partnership shall terminate upon the death, bankruptcy or incompetency of any partner. Thereupon the remaining partners shall act as trustees for the partners and shall promptly wind up the affairs of the partnership unless the remaining partners agree that they will continue the business of the partnership. Dated: _____________________________, 19______ __________________________________________________ @002 Witnesses: __________________________________________________ __________________________________________________