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Australian Collective Partnership Agreement

Australian Collective Partnership Agreement

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Published by Dave Fregon
In Australia there are no workers collective status for 'business', there is co-operatives, but the problems with such is that the members of a co-operative can have more power than the workers in them.

This document is a legally formulated document actually used by an workers collective in Australia in forming a legal 'partnership' that covers such things as consensus decision making and dispute resolution.

This is a LEGAL document as required by the State to trade. This is the closest we can get to in Australia to a true workers collective format that is legally recognised.

Yes, you can go out and trade etc without doing this on trust, 'outside the system', not dealing with other capitalist business/clients/etc however this is aimed at a concrete way of introducing anarchist/collectivist principles to a wider audience that can provide a methodology for transformation of a workplace in the here and now.
In Australia there are no workers collective status for 'business', there is co-operatives, but the problems with such is that the members of a co-operative can have more power than the workers in them.

This document is a legally formulated document actually used by an workers collective in Australia in forming a legal 'partnership' that covers such things as consensus decision making and dispute resolution.

This is a LEGAL document as required by the State to trade. This is the closest we can get to in Australia to a true workers collective format that is legally recognised.

Yes, you can go out and trade etc without doing this on trust, 'outside the system', not dealing with other capitalist business/clients/etc however this is aimed at a concrete way of introducing anarchist/collectivist principles to a wider audience that can provide a methodology for transformation of a workplace in the here and now.

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Categories:Types, Business/Law
Published by: Dave Fregon on Oct 20, 2011
Copyright:Attribution Non-commercial

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10/20/2011

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PARTNERSHIP AGREEMENT
THIS AGREEMENT is made on the date specified in the schedule to this deed (the schedule) between the parties describedin the schedule as the partners (the partners).1). FORMATION AND TERMSThe partners will carry on business in partnership on the terms set out in this agreement which partners will commence oris acknowledge to have commenced on the commencement date set out in the schedule and will continue until terminatedin accordance with this agreement or otherwise.2). BUSINESS STRUCTUREThe partners will conduct business as a collective and abide by the principles of a collective as specified in (the collective) inaddition to the terms set out in this agreement.3). NAME AND BUSINESSThe partnership business will be as specified in the schedule and such other business or businesses as may from time totime be mutually agreed upon and the partnership business will be conducted under the name and the address as specifiedin the schedule until partners resolve otherwise.4). CAPITALThe capital of the partnership will be contributed by the partners in the shares or proportions specified in the Schedule.Subject to the provisions of this agreement the partners will be entitled to the capital and the property for the time being of the partnership and goodwill of the business in the same proportions as their contribution of capital.5). INTERESTInterest at the prevailing lowest overdraft rate offered by the partnership's banker will be paid to each partner on thecapital for the time being standing to his credit of the gross profits of the business and such interest will be cumulative sothat deficiency in any one year will be made up out of the gross profits of any succeeding year or years provided that nointerest will be payable during any period during which the capital has been contributed by the partners equally.6). LOANSIf any partner, at the request of the other partners, makes any loan to the partnership that will be a debt due from thepartnership to that partner and will carry interest at a rate to be agreed upon by the partners which interest will be payableat the end of the financial year in which the loan was made and at the end of each succeeding year during the subsistenceof the loan. If the loan is repaid during the course of any financial year the interest will be calculated up to and be payableon the date of repayment. Every such loan, together with interest will be repayable on 30 days written notice.7). PARTNERSHIP EXPENSES AND OUTGOINGS All expenses and outgoings of the partnership including interest under clause 5 and 6 and all partnership losses will bepayable firstly out of profits, secondly out of the capital of the partnership, and thirdly, in the case of any deficiency, by thepartners in the proportions in which they are entitled to share in the profits of the business.8). PROFITSThe partners will be entitled to the profits of the business in the same proportions in which they are entitled to share in thecapital of the partnership and the profits for each year will be distributed accordingly and each partner will be entitled to bepaid his share of any year's profits at any time after the preparation of the balance sheet for that year, less any amount tobe paid by him for capital or for a prior loss. The partners may agree such salary will be treated as a partnership expense indetermining the profits to which partners are entitled.9). ACCOUNTSThe usual accounts will be properly maintained and each partner will have free access to them at all times and be entitledto make such extracts from them as he wishes.The partners will arrange for an accountant to prepare as soon as may be after 30
th
day of June in each year a statement of financial performance and a statement of financial position of the partnership business for the preceding financial year.10). DRAWINGSThe partners may draw such equal or other sums to be mutually agreed upon from time to time on account of theirrespective shares of profits accruing for the current year. Any such drawings will be debited against the respective partner'sshare of profits in the accounts of the partnership.11). TIMEEach partner will devote such time as may be from time to time mutually agreed upon to the conduct of the business of thepartnership.
 
12). BANKINGThe bankers of the partnership will be as specified in the schedule or such other bankers as the partners may from time totime may agree upon. All moneys belonging to the partnership will be paid promptly into the partnership account. Chequesto be drawn on the partnership account must be signed by the number of partners set out in the schedule or in such othermanner as may from time to time be agreed upon.13). NO ASSIGNMENTNo partner may sell or charge or permit to be sold or charged his share of the partnership business without the priorwritten consent of the other partners.14). ADDITION OF A PARTNER The addition of a new partner is at the sole discretion of the current partner's as specified in the schedule. The newpartnership may commence at any given stage as long as all partners agree and have 30 days written notice.In the event of a new partner entering the partnership the present agreement will become void and a new partnershipagreement will have to be determined. The new partnership will not commence (and previous agreement will remain valid)until the agreement has been signed by all partners.Profits from the business prior to the addition of a new partner will remain the entitlement of the partners until such timethe commencement of the new partnership occurs. All business capital, profits and/or losses must be resolved prior to thecommencement of the new partnership in accordance with clause 8 of this agreement.15). RETIREMENT OF PARTNERSThe death or retirement or expulsion of any partner will not dissolve the partnership business without the prior writtenconsent of the other partners. Any partner may on the 30
th
day of June or 31
st
day of December in any year retire from the partnership if they have givenat least three months notice in writing to the other partners or partner and at the expiration of such time the partner givingsuch notice will cease to be a partner and the provisions of clause 17 (with the substitution of the continuing partners orpartner for the surviving partners or partner and of the retiring partner for the representatives of the deceased partner)apply as the retiring partner had died on the date of such retirement.16). TERMINATION – FOR CAUSEIf any partnercommits any breach of any of the provisions of this agreement and does not remedy or cease such breach within 14 daysof being requested by the other partner or partners to do so;becomes bankrupt;becomes physically or mentally unfit to attend to the partnership affairs; ordoes or permits any act which would be a ground for the dissolution of the partnership by the court:that partner will at the option of the other partners (to be exercised by written notice by the majority of the other partners)be deemed to have retired on the date on which the other partners exercise this option.17). DEATH OF A PARTNER If a partner dies the surviving partner or partners may within 90 days of the death by notice in writing to the personalrepresentatives of the deceased partner elect to purchase the share of the deceased partner in the partnership at valuationand upon an election being so made the share of the deceased partner will as soon as practicable (but not later than 60days from the election) be valued as at the date of election by a competent and qualified person or firm agreed upon bythe surviving partners and the personal representatives or in default of agreement appointed by the arbitrator provided forin clause 18. The valuation of the valuer will be binding on the surviving partners and the personal representatives of thedeceased partner and the surviving partners will purchase the share of the deceased partner at the value specified in thevaluation of such share which price must be paid within 1 year of the date of election. If the surviving partners do not electto purchase the partnership will be wound up.18). ARBITRATION OF DISPUTES All disputes and questions which arise either during the partnership or afterwards between the partners or between anypartners or partner and the personal representatives of any deceased partner concerning this agreement or any accountvaluation or division of assets debts or liabilities to be made or as to any act deed or omission of any partner or as to anyother matter in any way relating to the partnership business or the rights duties or liabilities of any person under thisagreement and which is not resolved within 30 days of it first arising will be referred to arbitration in accordance with theprovisions of the Commercial Arbitration Act in force from time to time in the State or Territory in which the partnershipbusiness is located.
 
COLLECTIVE PRINCIPLES
WORKING AS A COLLECTIVEThere is a need for individuals to take responsibility for their actions, and not to delegate that responsibility elsewhere. It isalso about how individuals working in small groups can take responsibility for their actions by deliberately sharing theirpower and skills. There are infinite ways to work together in a small group. The most important point is that the structureof the group meets the needs of the individuals involved, and is chosen democratically by those involved.There is a vast disparity in skills and abilities which individuals bring to a group. These are often environmentally andsocially determined by sexual identity, race, age, education, gender, or class background. These differences all need to betaken into account.STRUCTURE (GUIDELINES) FOR A COLLECTIVEStructures should not be seen as fixed and immutable. They should be flexible and responsive to the needs of the groupand individual members. The introduction, use, modification, and discarding of explicit structures should be under thecontrol of the group. Democratic structuring within a collective will include the following basic structures:
Decision Making Process
Meeting Structure
Evaluations and Clearness Meetings
Membership Definition
Commitment & Delegation of Responsibilities
Regular Social Events
Defined Conflict/Disputes Process
Conflict Resolution PolicyDECISION MAKING BY CONSENSUSThis method of decision making encourages the participation of all members in formulating all decisions. The nature of consensus is based on the non-ownership of ideas. All ideas, the truth of each member, contribute to the process of findinga solution. It is a dialectical and creative process for problem solving, in which a new view of truth emerges from theconflict of ideas. In this process individuals grow towards a new view of reality where the original problem is seen in a newperspective, and a new group solution can be formulated. This is a process of continuous self development for theindividuals and the group.For consensus to work well you need:
a certain amount of basic agreement on fundamental attitudes and issues
all members to communicate their ideas and feelings clearly
a non dogmatic and flexible approach to new ideas
patience in listening
to attempt to understand the truth of others
the courage to speak your own idea of the truth as you see itMEETING STRUCTUREMeetings and their structure are very important for group projects. Regular meetings enable all individuals to participate inthe sharing of information, distribution of authority, the sharing of responsibility and decision making.It is vital that the views of all are made known while a decision is being formulated. One useful technique which can beeasily used when making a decision is to quickly go around the group eliciting from each person what they think. Thistechnique can serve to empower those individuals less assertive, and for the group enhance the diversity of ideas andpossible solutions to problems. This technique may be used two or three times in formulating a decision, or as much as isneeded.
Meeting Roles and Process functions
Formal roles or functions can be delegated to individuals for the efficient functioning of a meeting. These roles shouldrotate among all members to share the skills and responsibility in the group. Sometimes these roles may be handled by thegroup as a whole rather than delegated to an individual. These formal roles may include: facilitator, minutes keeper,timekeeper, vibes watcher.
Facilitator
The role of a facilitator is to ensure the meeting stays focused on the issues being discussed, and discussion runs smoothly.The facilitator may also mediate to resolve conflicts, provide summaries for long discussions, check for agreement, beaware of power imbalances, and encouraging the participation of all members in discussions. The facilitator should beattentive to the group and should not involve themselves in the topic being discussed. If they have strong feelings on asubject, the facilitator should step out of their role temporarily or pass it onto someone else.
Minutes keeper
The minutes keeper is delegated with writing an accurate record of the meeting - which may include only the decisionstaken, major discussion points, or much of the discussion as well, depending upon the guidelines set by the group. Minutesgive the meeting continuity from the past into the future. This role is particularly important for more permanent collectiveprojects.

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