I belong to an investment group which has been in existence since 2006. The group is doing quite well and we have investments in Real estate and also in stocks and bonds. we incorporated a company in 2008 which is our vehicle for investment currently. We are having a serious problem of coming up with an exit clause incase a member dies.. how do we pay his/her benefeciaries since some of our assets are not very liquid? Any one please advice

@ my 2 cents: Thanks so so much. We are actually drawing a constitution for the group and the Exit/Death clause has been a real pain...Do you mean we dont set the period in which we have to pay the dependants. We are six members only and our contribution is 10k per month and at the moment our total assets could be in the range of 4million so paying deceased dependants through our monthly contri could take upto about a year.

Copy&Paste Investment Club
This agreement is made this…....day of ……………………in the year…………between the undersigned people as founder members for the purpose of joint investments in stocks, shares, bonds, options, securities and investments of a like nature for their mutual benefit and interest.

1. The first principle of the club shall be that no member shall be deprived of his/her equitable share in the assets of the club.
2. Members of the club shall make regular contributions in such amounts and on such basis as is from time to time agreed or required by the rules.
3. Members shall be bound by the rules to be determined by members. Such rules may be varied by majority resolution at a properly convened general meeting but the rules shall not at any time contravene the principles of this constitution. The constitution cannot be altered without the agreement of 75% of the members present at a properly constituted meeting subject to the quorum requirement of Rule 3 b) being met.
4. The club shall deal solely with investments on behalf of its own members and shall neither deal on behalf of nor advise any persons other than its own members in relation to investments of any kind. All its activities will be confined to the mutual benefit and interest of its members.
5. Club membership shall be restricted to a maximum of 20 people. New members shall only be admitted after being proposed and seconded by two existing members and there being no objection from any other member of the club.
6. No member shall assign, pledge, transfer, mortgage or sell any part of his/her interest in the club to another member or to anyone else except as permitted by the authorised procedure for selling back all or part of his/her interest to the club itself.
7. No member shall be compensated for services rendered to the club and no member shall bind or obligate the club or any member of the club to any matters outside the affairs of the club, and in respect of the club’s affairs they shall only enter into agreements on the authority of a resolution properly passed by members.
8. The rules shall determine the procedure whereby a member may resign from the club and withdraw his/her equitable share of the club’s assets but the maximum period to elapse between the date of resignation and the date of full repayment shall not exceed 90 days.
9. The club shall hold a general meeting once in every calendar year as its annual general meeting provided that every annual general meeting shall not be more than 15 months after the preceding annual general meeting. The clubs first annual general meeting shall be within 15 months of its inauguration.
10. At each annual general meeting, the members shall elect a chairman, honorary treasurer, honorary secretary and club executioner who will resign at the following annual general meeting but be subject to re-election. Members will also elect the clubs auditors. If the auditors are members of the club they shall be at least 2 in number and shall not be executive officers of the club.
11. At each annual general meeting, a statement of account shall be given by the treasurer, together with the report of the auditors. The treasurers report shall include a full record of the clubs income and expenditure; a list of the clubs assets together with it’s end -of -year valuation; also a capital account for each member showing his/her total contributions and drawings together with the current value of his/her holding.
12. Upon the death of any member the value of his/her equitable share in the club shall be paid to the executor of the estate in accordance with the club’s rules for dealing with a member leaving the club.
13. The club’s investments shall be registered through a nominee company provided by a reputable source such as a bank or stockbroker, OR such investments shall be held in the names of trustees, of whom there shall be at least two, who will sign a Declaration of Trust, and who shall be appointed by a resolution of the majority of the club members.
14. The club shall open an account with a bank or building society and all club monies shall be paid into this account except in so far as monies from disposal of investments may be retained by the club's stockbroker pending reinvestment. At least two of the club’s officers or members nominated by the club for this purpose must sign all cheques and the bank/building society shall be instructed accordingly.
15. If any member should assign, charge or otherwise encumber his/her share in the club as prohibited by clause 6 of this agreement, he/she shall be expelled from the club. If any member shall become bankrupt, insane or otherwise incapable of taking part in the club’s business, OR shall act in any manner inconsistent with the good faith observable between members, OR shall be guilty of any conduct which could injure the good name of the club, OR bring about its dissolution, it shall be lawful for other members to notify the offending member in writing that members shall consider his/her expulsion from the club. A member being issued with such a warning shall be given an opportunity to offer other members any explanation as he/she considers desirable.
16. A member shall be expelled if ALL members present at a properly constituted meeting of the club support a resolution to that effect. A member who is expelled shall be notified in writing and shall have his/her equitable share of the club assets returned in accordance with the rules of the club.
17. It is an express condition of membership to the club that all members agree to the terms and conditions laid down in this constitution and the accompanying rules.


all the best

The nitty gritty will have to be determined by the group members. I think a repayment over one year is not unreasonable. To speed it up you could also decide to offload some liquid investments specifically for payment to the deceased family in the ratio of his ownership.

Not workable. Most of these investment groups thrive on association and were formed the same way(either friendship, relatives, colleagues etc). It is like a club. You may not like to associate with whomever might be in line to inherit; and they too may not want to associate with you. You cannot directly compare these clubs to publicly listed companies.

Georgeo has some advice. Assessing the groups networth to calculate each members value in a group is a good start. This should be done annually (and preferably during AGM's). The best protection against unexpected eventualities such as death is insurance. Your group can then talk to a good agent who will quote premiums for each member whose sum assured will be his/her estimated networth in the group. Members will of course have to appoint beneficiary next of kins.

Secondly, I figure most group members have a close knit friendship history and so the adding last respect clause to take care of any possible funeral expenses can be appended to the life policies at a very small addition to the premium.

Seek legal advice on the best approach to use on Exit clause for a group member who is pissed at all of you and simply wants OUT!

@Jiji,
you should all sign up a shareholders' agreement providing how the shares of a deceased member are to be dealt with. usual provision is to have the heirs of the deceased sell the deceased's shares to the other members of the company after a valuation of the company has been done.

Like as I stated above the members of the company can agree that when any of them dies, the heirs of his/her estate SHALL sell his/her shares to the other members. Only when the other members are not able or willing to buy the shares are the shares to be offered for sale to outsiders.

@Mukiha
Kenya's company law does not allow for share buybacks.

In terms of taxation, there is no difference; both pay 30% of taxable income.