LIMITED PARTNERSHIP AGREEMENT

OF

ANCESTORS, ELDERS, & CO., LP

This Limited Partnership Agreement (“Agreement”) is made and entered into as of [Date], by and among Paul C. Dozier Limited Liability Co., a California limited liability company (hereinafter referred to as the “General Partner”), and the undersigned individuals or entities designated as Limited Partners (collectively, the “Partners”), pursuant to the California Revised Uniform Limited Partnership Act of 2008 (California Corporations Code §15900 et seq.).

 

ARTICLE I: FORMATION

1.1 Formation

The parties hereby form a limited partnership under the laws of the State of California, governed by this Agreement and the Act.

1.2 Name

The name of the partnership is Ancestors, Elders, & Co., LP (the “Partnership”).

1.3 Principal Office

The principal office of the Partnership shall be located at ℅ Attorney LeRoy Williams 111 w. Ocean Blvd. Long Beach, California 90802, or such other place within California as the General Partner may designate.

1.4 Registered Agent

The registered agent for service of process shall be Paul C Dozier, at 1244 E 7th Street Los Angeles, California 90021.

1.5 Term

The Partnership shall commence on the filing date of its Certificate of Limited Partnership with the California Secretary of State and shall continue until dissolved in accordance with this Agreement.

 

ARTICLE II: PURPOSE

2.1 Purpose

The Partnership is organized for the purpose of pooling capital contributions from its Partners to engage collectively in investment activities including, but not limited to, securities, real estate, private ventures, and any lawful business permitted under California law.

 

ARTICLE III: CAPITAL CONTRIBUTIONS

3.1 Initial Contributions

Each Partner shall make an initial capital contribution as set forth in Exhibit A.

3.2 Additional Contributions

No Partner shall be required to make additional contributions except upon written consent of the General Partner and approval of Limited Partners holding at least two-thirds (2/3) of all Partnership interests.

3.3 Capital Accounts

The Partnership shall maintain a separate capital account for each Partner in accordance with applicable provisions of the Internal Revenue Code and Treasury Regulations.

 

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS

4.1 Profits and Losses

Profits and losses shall be allocated among the Partners in proportion to their percentage ownership interests as set forth in Exhibit A.

4.2 Distributions

Cash distributions shall be made at such times and in such amounts as determined by the General Partner, subject to adequate reserves for obligations and future operations.

 

 

ARTICLE V: MANAGEMENT AND AUTHORITY

5.1 General Partner

The General Partner, Paul C. Dozier Limited Liability Co., shall have full, exclusive, and complete authority to manage and control the business, affairs, and property of the Partnership, including decisions regarding investments, operations, and distributions.

5.2 Limited Partners

Limited Partners shall not take part in the management or control of the business and shall have no authority to act for or bind the Partnership.

5.3 Fiduciary Duties

The General Partner shall act in good faith and with due care in conducting Partnership affairs, consistent with the best interests of the Partnership and all Partners.

 

ARTICLE VI: DEATH OR INCAPACITY OF A PARTNER

6.1 Death or Incapacity of a Limited Partner

Upon the death or legal incapacity of a Limited Partner:

(a) The Limited Partner’s interest shall pass to their designated beneficiary or legal heir(s), subject to approval by the General Partner.

(b) The beneficiary or heir may elect to:

1. Become a substituted Limited Partner (subject to execution of necessary documents); or
    

2. Have the Partnership redeem the deceased Partner’s interest at fair market value, determined by an independent appraiser selected by the General Partner.
    

6.2 Death or Incapacity of the General Partner

If Paul C. Dozier Limited Liability Co. dissolves, becomes incapacitated, or ceases to exist, the Limited Partners may, by unanimous written consent, elect to:

(a) Appoint a new General Partner within 90 days; or

(b) Dissolve and wind up the Partnership under Article X.

 

ARTICLE VII: LIFE INSURANCE REQUIREMENT

7.1 Required Coverage

Each Limited Partner shall maintain an individual life insurance policy with a minimum face value equal to their capital contribution or other amount designated by the General Partner.

7.2 Beneficiary Designation

The Partnership shall be named as a beneficiary (in whole or in part) of such policy, to the extent necessary to redeem the Limited Partner’s interest upon death.

7.3 Purpose

Insurance proceeds received by the Partnership shall be used to repurchase or redeem the deceased Limited Partner’s interest, thereby preserving continuity of operations.

7.4 Proof and Compliance

Each Limited Partner must provide annual proof of insurance to the General Partner. Failure to maintain coverage or provide proof may result in suspension of rights or forced redemption of interest at a discounted value determined by the General Partner.

 

ARTICLE VIII: TRANSFER OF INTERESTS

8.1 Restrictions

No Partner may sell, assign, pledge, or transfer any portion of their Partnership interest without prior written consent of the General Partner.

8.2 Right of First Refusal

If a Partner wishes to transfer their interest, the Partnership shall have a right of first refusal to purchase it on the same terms as offered to any third party.

8.3 Substituted Partners

A transferee shall become a substituted Limited Partner only with the General Partner’s written consent and execution of all necessary documents.

 

ARTICLE IX: ACCOUNTING AND RECORDS

9.1 Books and Records

The Partnership shall maintain complete and accurate books and records at its principal office in California, available for inspection by any Partner during reasonable business hours.

9.2 Fiscal Year

The Partnership’s fiscal year shall end on December 31 of each year.

9.3 Reports

The General Partner shall provide annual financial statements and IRS Schedule K-1 forms to each Partner.

 

ARTICLE X: DISSOLUTION AND WINDING UP

10.1 Events of Dissolution

The Partnership shall dissolve upon the occurrence of any of the following:

(a) Expiration of its term;

(b) The written consent of the General Partner and Limited Partners holding at least two-thirds (2/3) of the interests; or

(c) Judicial decree under California law.

10.2 Winding Up

Upon dissolution, the General Partner (or an appointed agent) shall liquidate the Partnership’s assets and distribute the proceeds in the following order:

1. Payment of debts and liabilities, including those to Partners who are creditors;
    

2. Return of unreturned capital contributions;
    

3. Distribution of remaining assets among Partners according to their profit-sharing ratios.
    

 

ARTICLE XI: MISCELLANEOUS

11.1 Amendments

This Agreement may be amended only with written consent of the General Partner and Limited Partners holding at least two-thirds (2/3) of the Partnership interests.

11.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

11.3 Severability

If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect.

11.4 Entire Agreement

This document constitutes the complete and exclusive agreement of the Partners.

 

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the date first written above.

 

GENERAL PARTNER:

Paul C. Dozier Limited Liability Co.

By: _Paul C. Dozier

Title: Managing Member

 

LIMITED PARTNERS:

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Step One:​

Google Drive Responder Link:

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Step Two:

$495 Sign up fee paid here:

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Note: An initial deposit to Fidelity, in the amount of $5,000 to be deposited upon receiving your link to the custodian account. Limited Partner agrees to commit to $500 monthly reoccurring deposits.