SYNDICATE AGREEMENT, Lecture notes of English

Download SYNDICATE AGREEMENT and more Lecture notes English in PDF only on Docsity! Syndicate Agreement – Sep 2020 SYNDICATE AGREEMENT 1. OBJECTS The object of the Syndicate is to own and race a horse or horses under the Rules of Racing and Instructions (the “Rules”) made by the Stewards of The Hong Kong Jockey Club (the "Club") under the racing name _____________________________________________Syndicate (Name In Chinese : ____________________________團體) 2. MEMBERS The Syndicate must consist of not less than five (5) and not more than fifty (50) members. All Syndicate members must be members of the Club as defined under the Rules and the Club’s Ownership Bye-laws. Each member or manager must have at least 2% but not more than 30% share interest in the Syndicate. The members shall be jointly and severally accountable to the Club for all aspects of the ownership and management of the horse(s) registered under the name of the Syndicate. 3. MANAGERS A syndicate with five (5) to eight (8) members shall nominate two (2) or three (3) managers and a syndicate with nine (9) to fifty (50) members shall nominate three (3) managers (each hereinafter referred to as the “Manager”). All Syndicate Managers must :- a. assume all the liabilities, responsibilities and privileges of Owners as set out in the Rules and the Club’s Ownership Bye-laws. b. not previously have sold a horse which has been drawn in the ballot unless for a reason considered adequate by the Stewards. c. not already own four (4) horses whether as Owner, Partner or Syndicate Manager. d. conform to the Rules and Bye-laws of the Club and any other rules and conditions as laid down by the Club from time to time. 2 e. ensure that if one of the Managers retire from the Syndicate an Extraordinary General Meeting of the Syndicate will be called to elect a replacement. f. be founder members of or have joined the Syndicate for at least 3 years. 4. TREASURER a. The Managers shall elect one of the Managers to be the Treasurer of the Syndicate who shall be responsible for keeping the accounts of the Syndicate and corresponding with the Club. b. All Syndicate Managers shall be jointly and severally liable for all debts, liabilities, obligations, costs, fees, charges and expenses of the Syndicate and may cause such debts, fees, costs, charges or expenses be debited from the Syndicate Account from time to time. 5. INAUGURAL MEETING An Inaugural Meeting shall be held to:- a. approve the Syndicate Agreement. b. appoint Managers to serve until the next Annual General Meeting of the Syndicate. 6. ANNUAL GENERAL MEETING An Annual General Meeting shall be held at such convenient time in each year during the period from the close of one season to the opening of the next and at such convenient place as the Managers may decide to:- a. elect the Managers to serve until the following Annual General Meeting. b. declare a dividend (if any). 7. EXTRAORDINARY GENERAL MEETING Extraordinary General Meetings may be convened by the Treasurer or by members of the Syndicate (number to be determined at the AGM) giving notice in which the object(s) for which the meetings are called shall be specified. 8. QUORUM a. No business save the election of a chairman of the meeting shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. b. At any general meeting, other than a meeting convened for the purpose as set out in sub-paragraph (c) below, one third of the members present in person and entitled to vote shall constitute a quorum. 5 SYNDICATE AGREEMENT __________________________________ Syndicate (Name In Chinese : ____________________________團體) Treasurer : ___________________________ Tel no. _______________ Correspondence Address : __________________________________________________ __________________________________________________ We, the undersigned, do hereby agree in full to the provisions and conditions set out above. Managers English Name Membership No *Share (%) Signature 1. ( ) (Treasurer) 2. ( ) 3. ( ) Members Name (Membership no.) *Share (%) Signature Members Name (Membership no.) *Share (%) Signature 4. ( ) 11. ( ) 5. ( ) 12. ( ) 6. ( ) 13. ( ) 7. ( ) 14. ( ) 8. ( ) 15. ( ) 9. ( ) 16. ( ) 10. ( ) 17. ( ) Date : ____________________ * If no share percentage is indicated on the form, it will be assumed that each member has an equal share in the Syndicate. For details concerning the purposes for which the information you provide may be used and your right to request access to information, etc., please refer to a notice relating to the Personal Data (Privacy) Ordinance available on our website: http://www.hkjc.com/english/corporate/corp_privacy.asp 6 SYNDICATE AGREEMENT (Cont'd) ________________________________ Syndicate Members Name (Membership no.) *Share (%) Signature Members Name (Membership no.) *Share (%) Signature 18. ( ) 35. ( ) 19. ( ) 36. ( ) 20. ( ) 37. ( ) 21. ( ) 38. ( ) 22. ( ) 39. ( ) 23. ( ) 40. ( ) 24. ( ) 41. ( ) 25. ( ) 42. ( ) 26. ( ) 43. ( ) 27. ( ) 44. ( ) 28. ( ) 45. ( ) 29. ( ) 46. ( ) 30. ( ) 47. ( ) 31. ( ) 48. ( ) 32. ( ) 49. ( ) 33. ( ) 50. ( ) 34. ( ) Date : ____________________ * If no share percentage is indicated on the form, it will be assumed that each member has an equal share in the Syndicate. For details concerning the purposes for which the information you provide may be used and your right to request access to information, etc., please refer to a notice relating to the Personal Data (Privacy) Ordinance available on our website: http://www.hkjc.com/english/corporate/corp_privacy.asp 7 Annex A RESPONSIBILITIES OF ALL SYNDICATE MANAGERS AND MEMBERS (All members of the Syndicate hereafter referred to as "Members") 1. a. The Monthly Fees for each share shall become due and payable to the Syndicate Treasurer by each of the Members on the first day of EACH and every MONTH during the currency of the Syndicate. b. From the Monthly Fees the Treasurer shall pay the Club all the expenses relating to the Syndicate. 2. a. Subject to Clause 2(b) and the Rules, the Syndicate Managers shall have complete power to manage the Syndicate's Horse(s) on behalf of the Syndicate. b. The Syndicate shall from time to time by Extraordinary General Meeting determine if and when the Syndicate's Horse(s) shall commence their racing career, retire for breeding or stud duties, be gelded, or sold or change trainer. c. Without limiting the generality of Clause 1(b) the Treasurer's duties include :- (1) The keeping of a Register noting: (i) The names and addresses of the Members and the number of shares held by each, and (ii) Dates of entries in the Register (2) Keeping the accounts of the Syndicate and if requested by the Members, send a copy thereof to the Members every THREE Months. (3) Ensuring that all fees owing by the Members are paid. (4) Insuring and keeping insured the Syndicate's Horse(s) to protect the best interests of the Members. (5) Notifying the Registry Office in writing of every change in the membership of a Syndicate (including a death of a Member), every change in the percentage of a Member's interest in the Syndicate, and every change in the Member's registered address, within thirty (30) days of the change. (6) Ensuring that any new Member joining the Syndicate shall execute a Syndicate Agreement and forward it to the Registry Office. (7) Due and timely compliance in all respects with the requirements of the Registry Office from time to time in force relating to Syndicate horses. (8) Ensuring that at all times the Syndicate is fully subscribed. d. Upon retirement or removal of the Treasurer, the person named after the name of the departing Treasurer in the Syndicate Agreement shall be the new Treasurer of the Syndicate