diff --git a/Input-human/Contracts/PropertyTransferAgreement.md b/Input-human/Contracts/PropertyTransferAgreement.md new file mode 100644 index 0000000..f1f5e19 --- /dev/null +++ b/Input-human/Contracts/PropertyTransferAgreement.md @@ -0,0 +1,217 @@ +# ASSET TRANSFER AGREEMENT + +## For Transfer of Assets to a Series of a Texas Series Limited Liability Company + +**THIS ASSET TRANSFER AGREEMENT** (the "Agreement") is made and entered into as of ________________, 20____ (the "Effective Date"). + +**BY AND BETWEEN:** + +**[TRANSFEROR NAME]**, [a/an] [ENTITY TYPE/INDIVIDUAL] with [its/their] principal [place of business/address] at [ADDRESS] (the "Transferor") + +**AND** + +**[PARENT LLC NAME]**, a Texas series limited liability company with its principal place of business at [ADDRESS] (the "Parent LLC"), on behalf of **[ASSET HOLDING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Asset Holding Series") + +(Each individually a "Party" and collectively the "Parties") + +## RECITALS + +**WHEREAS**, Transferor is the owner of certain assets, including equipment, machinery, and intellectual property, as more particularly described in Exhibit A attached hereto (collectively, the "Transferred Assets"); + +**WHEREAS**, Parent LLC is a series limited liability company duly formed and validly existing under the laws of the State of Texas; + +**WHEREAS**, pursuant to the Texas Business Organizations Code § 101.601 et seq., Parent LLC has established the Asset Holding Series as a separate series of the Parent LLC, with separate rights, powers, and duties with respect to specified property and obligations, and with separate business purposes as defined in the Company Agreement of Parent LLC; + +**WHEREAS**, Transferor desires to transfer all right, title, and interest in and to the Transferred Assets to the Asset Holding Series; and + +**WHEREAS**, Asset Holding Series desires to accept such transfer of the Transferred Assets, subject to the terms and conditions set forth herein. + +**NOW, THEREFORE**, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: + +## 1. TRANSFER OF ASSETS + +1.1 **Transfer**. Subject to the terms and conditions of this Agreement, Transferor hereby irrevocably assigns, transfers, conveys, and delivers to Asset Holding Series, and Asset Holding Series hereby accepts from Transferor, all of Transferor's right, title, and interest in and to the Transferred Assets, free and clear of all liens, security interests, charges, encumbrances, equities, claims, and restrictions of any kind (collectively, "Encumbrances"). + +1.2 **Categories of Transferred Assets**. The Transferred Assets include, without limitation: + + (a) **Equipment and Machinery**: All equipment, machinery, tools, furniture, fixtures, vehicles, and other tangible personal property identified in Schedule 1 to Exhibit A; + + (b) **Intellectual Property**: All patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, databases, computer software programs, and any other intellectual property rights (collectively, "Intellectual Property") identified in Schedule 2 to Exhibit A; and + + (c) **Other Assets**: All other assets, if any, identified in Schedule 3 to Exhibit A. + +1.3 **Excluded Assets**. Notwithstanding anything to the contrary contained herein, the Transferred Assets shall not include the assets, if any, listed on Exhibit B attached hereto (the "Excluded Assets"). + +## 2. CONSIDERATION + +2.1 **Consideration**. As consideration for the transfer of the Transferred Assets, Asset Holding Series shall [PAY/ISSUE/PROVIDE] to Transferor the consideration described in Exhibit C (the "Consideration") on the terms set forth therein. + +## 3. CLOSING + +3.1 **Closing**. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the exchange of documents and signatures on the Effective Date, or at such other time, date, and location as the Parties may mutually agree in writing. + +3.2 **Deliveries by Transferor**. At or prior to the Closing, Transferor shall deliver to Asset Holding Series: + + (a) A bill of sale in the form attached hereto as Exhibit D (the "Bill of Sale"), duly executed by Transferor; + + (b) An assignment of intellectual property in the form attached hereto as Exhibit E (the "IP Assignment"), duly executed by Transferor; + + (c) All certificates of title, registrations, and other documentation relating to the Transferred Assets; + + (d) All technical and operating documentation relating to the Transferred Assets, including without limitation, operating manuals, specifications, and warranties; and + + (e) Such other documents, instruments, and agreements as Asset Holding Series may reasonably request to effectuate the transactions contemplated hereby. + +3.3 **Deliveries by Asset Holding Series**. At or prior to the Closing, Asset Holding Series shall deliver to Transferor: + + (a) The Consideration as specified in Exhibit C; and + + (b) Such other documents, instruments, and agreements as Transferor may reasonably request to effectuate the transactions contemplated hereby. + +## 4. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR + +Transferor represents and warrants to Asset Holding Series as follows: + +4.1 **Organization and Authority**. If Transferor is an entity, Transferor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Transferor has full power and authority to enter into this Agreement and to perform its obligations hereunder. + +4.2 **Authorization; Binding Obligation**. The execution, delivery, and performance of this Agreement by Transferor have been duly authorized by all necessary action on the part of Transferor. This Agreement has been duly executed and delivered by Transferor and constitutes the legal, valid, and binding obligation of Transferor, enforceable against Transferor in accordance with its terms. + +4.3 **No Conflicts**. The execution, delivery, and performance of this Agreement by Transferor do not and will not (a) violate, conflict with, or result in the breach of any provision of Transferor's organizational documents (if applicable), (b) conflict with or violate any law or governmental order applicable to Transferor or any of the Transferred Assets, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise, or other instrument or arrangement to which Transferor is a party or by which any of the Transferred Assets are bound or affected. + +4.4 **Title to Transferred Assets**. Transferor has good and marketable title to all of the Transferred Assets, free and clear of all Encumbrances. Upon Closing, Asset Holding Series will receive good and marketable title to all of the Transferred Assets, free and clear of all Encumbrances. + +4.5 **Condition of Equipment and Machinery**. All equipment and machinery included in the Transferred Assets are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are used. + +4.6 **Intellectual Property**. + + (a) Schedule 2 to Exhibit A sets forth a true and complete list of all Intellectual Property included in the Transferred Assets. + + (b) Transferor owns or possesses adequate licenses or other valid rights to use all Intellectual Property included in the Transferred Assets, free and clear of all Encumbrances. + + (c) The Intellectual Property included in the Transferred Assets does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party, and no claim has been made or threatened asserting any such infringement, misappropriation, or violation. + + (d) No person is infringing, misappropriating, or otherwise violating any of the Intellectual Property included in the Transferred Assets, and no claim has been made or threatened against any person for any such infringement, misappropriation, or violation. + +4.7 **Compliance with Laws**. Transferor has complied with all applicable laws in connection with the ownership and use of the Transferred Assets. + +4.8 **Litigation**. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to Transferor's knowledge, threatened against Transferor relating to the Transferred Assets or that could affect Transferor's ability to consummate the transactions contemplated by this Agreement. + +4.9 **No Brokers**. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Transferor. + +## 5. REPRESENTATIONS AND WARRANTIES OF ASSET HOLDING SERIES + +Asset Holding Series represents and warrants to Transferor as follows: + +5.1 **Organization and Authority**. Parent LLC is duly organized, validly existing, and in good standing under the laws of the State of Texas. The Asset Holding Series has been duly established as a series of Parent LLC pursuant to the Texas Business Organizations Code § 101.601 et seq. and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Asset Holding Series has full power and authority to enter into this Agreement and to perform its obligations hereunder. + +5.2 **Authorization; Binding Obligation**. The execution, delivery, and performance of this Agreement by Asset Holding Series have been duly authorized by all necessary action on the part of Asset Holding Series and Parent LLC. This Agreement has been duly executed and delivered by Asset Holding Series and constitutes the legal, valid, and binding obligation of Asset Holding Series, enforceable against Asset Holding Series in accordance with its terms. + +5.3 **No Conflicts**. The execution, delivery, and performance of this Agreement by Asset Holding Series do not and will not (a) violate, conflict with, or result in the breach of any provision of Parent LLC's organizational documents or any documents governing the Asset Holding Series, (b) conflict with or violate any law or governmental order applicable to Asset Holding Series, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise, or other instrument or arrangement to which Asset Holding Series is a party. + +5.4 **No Brokers**. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Asset Holding Series. + +## 6. COVENANTS + +6.1 **Further Assurances**. From time to time after the Closing, without additional consideration, each Party shall (and shall cause its affiliates to) execute and deliver such further instruments and take such other action as may be necessary or reasonably requested by the other Party to make effective the transactions contemplated by this Agreement and to provide the other Party with the intended benefits of this Agreement. + +6.2 **Tax Matters**. Each Party shall be responsible for payment of any transfer taxes, sales taxes, recording fees, and other taxes and fees incurred by it or imposed upon it in connection with the transactions contemplated by this Agreement. + +6.3 **Confidentiality**. Each Party shall maintain the confidentiality of all confidential or proprietary information of the other Party disclosed in connection with the transactions contemplated by this Agreement, except as required by law or as necessary to perform its obligations hereunder. + +## 7. INDEMNIFICATION + +7.1 **Indemnification by Transferor**. Transferor shall indemnify, defend, and hold harmless Asset Holding Series, Parent LLC, and their respective managers, members, officers, employees, agents, and representatives (collectively, the "Asset Holding Series Indemnitees") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, "Losses"), arising out of or resulting from: + + (a) Any inaccuracy in or breach of any representation or warranty made by Transferor in this Agreement; + + (b) Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Transferor pursuant to this Agreement; + + (c) Any Excluded Asset or any liability or obligation of Transferor not expressly assumed by Asset Holding Series under this Agreement; or + + (d) Any third-party claim arising out of or resulting from Transferor's ownership or use of the Transferred Assets prior to the Closing. + +7.2 **Indemnification by Asset Holding Series**. Asset Holding Series shall indemnify, defend, and hold harmless Transferor and its officers, directors, employees, agents, and representatives (collectively, the "Transferor Indemnitees") from and against any and all Losses arising out of or resulting from: + + (a) Any inaccuracy in or breach of any representation or warranty made by Asset Holding Series in this Agreement; + + (b) Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Asset Holding Series pursuant to this Agreement; or + + (c) Any third-party claim arising out of or resulting from Asset Holding Series' ownership or use of the Transferred Assets after the Closing. + +7.3 **Series Liability Protection**. The Parties acknowledge and agree that, pursuant to Texas Business Organizations Code § 101.602, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Asset Holding Series are enforceable against the assets of the Asset Holding Series only, and not against the assets of the Parent LLC generally or any other series thereof. Nothing in this Agreement shall be construed to waive or limit the liability protection afforded to each series under Texas law. + +## 8. MISCELLANEOUS + +8.1 **Entire Agreement**. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written. + +8.2 **Amendments**. This Agreement may only be amended, modified, or supplemented by a written agreement executed by both Parties. + +8.3 **Assignment**. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. + +8.4 **Notices**. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or by overnight courier to the addresses set forth in the preamble or to such other address as either Party may designate by notice to the other Party. + +8.5 **Waiver**. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right. + +8.6 **Severability**. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. + +8.7 **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule. + +8.8 **Dispute Resolution**. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in [CITY], Texas, in accordance with the rules of the American Arbitration Association. + +8.9 **Counterparts**. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date. + +**[TRANSFEROR NAME]** + +By: ________________________ +Name: ______________________ +Title: _______________________ + +**[PARENT LLC NAME]**, on behalf of **[ASSET HOLDING SERIES NAME]** + +By: ________________________ +Name: ______________________ +Title: _______________________ + +--- + +## EXHIBIT A +**DESCRIPTION OF TRANSFERRED ASSETS** + +### Schedule 1 - Equipment and Machinery +[Detailed description of all equipment and machinery being transferred, including make, model, serial numbers, year of manufacture, location, and condition as applicable] + +### Schedule 2 - Intellectual Property +[Detailed description of all intellectual property being transferred, including registration/application numbers, jurisdictions, expiration dates, and other identifying information as applicable] + +### Schedule 3 - Other Assets +[Description of any other assets being transferred] + +--- + +## EXHIBIT B +**EXCLUDED ASSETS** + +[Description of any assets specifically excluded from the transfer] + +--- + +## EXHIBIT C +**CONSIDERATION** + +[Detailed description of the consideration for the transfer, which may include cash payment, membership interests, promissory note, assumption of liabilities, or other forms of consideration, along with payment terms, escrow arrangements, etc.] + +--- + +## EXHIBIT D +**FORM OF BILL OF SALE** + +[Form of bill of sale for tangible personal property] + +--- + +## EXHIBIT E +**FORM OF INTELLECTUAL PROPERTY ASSIGNMENT** + +[Form of assignment for intellectual property rights] \ No newline at end of file diff --git a/Input-human/Contracts/PropertyUsageAgreement.md b/Input-human/Contracts/PropertyUsageAgreement.md new file mode 100644 index 0000000..a1f920f --- /dev/null +++ b/Input-human/Contracts/PropertyUsageAgreement.md @@ -0,0 +1,184 @@ +# PROPERTY USAGE AGREEMENT + +## Between Series of a Texas Series Limited Liability Company + +**THIS ASSET USAGE AGREEMENT** (the "Agreement") is made and entered into as of ________________, 20____ (the "Effective Date"). + +**BY AND BETWEEN:** + +**[PARENT LLC NAME]**, a Texas series limited liability company with its principal place of business at [ADDRESS] (the "Parent LLC"), on behalf of: + +**[ASSET HOLDING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Asset Holding Series") + +**AND** + +**[OPERATING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Operating Series") + +(Each individually a "Party" and collectively the "Parties") + +## RECITALS + +**WHEREAS**, Parent LLC is a series limited liability company duly formed and validly existing under the laws of the State of Texas; + +**WHEREAS**, pursuant to the Texas Business Organizations Code § 101.601 et seq., Parent LLC has established both the Asset Holding Series and the Operating Series as separate series of the Parent LLC, each with separate rights, powers, and duties with respect to specified property and obligations, and with separate business purposes as defined in the Company Agreement of Parent LLC; + +**WHEREAS**, Asset Holding Series owns and holds title to certain assets as more particularly described in Exhibit A attached hereto (the "Assets"); + +**WHEREAS**, Operating Series desires to use the Assets in connection with its business operations; and + +**WHEREAS**, Asset Holding Series desires to grant Operating Series the right to use the Assets subject to the terms and conditions set forth herein. + +**NOW, THEREFORE**, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: + +## 1. GRANT OF RIGHT TO USE + +1.1 **Right to Use**. Asset Holding Series hereby grants to Operating Series the right to use the Assets listed in Exhibit A for the Term (as defined below), subject to the terms and conditions of this Agreement. + +1.2 **Ownership**. The Parties acknowledge and agree that the Assets shall remain the sole and exclusive property of Asset Holding Series, and Operating Series shall acquire no ownership, title, or other proprietary interest in the Assets except as expressly set forth in this Agreement. + +## 2. TERM AND TERMINATION + +2.1 **Term**. This Agreement shall commence on the Effective Date and shall continue for a period of [TERM PERIOD] (the "Initial Term"), unless earlier terminated as provided herein. + +2.2 **Renewal**. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive [RENEWAL PERIOD] periods (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal at least [NOTICE PERIOD] prior to the end of the then-current Term. + +2.3 **Termination**. This Agreement may be terminated: + (a) By mutual written agreement of the Parties; + (b) By either Party upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [CURE PERIOD] days after receiving written notice thereof; + (c) Automatically, if either Party ceases to be a series of the Parent LLC; or + (d) By Asset Holding Series immediately upon written notice if Operating Series uses the Assets in a manner that violates applicable law or that materially threatens damage to the Assets. + +2.4 **Effect of Termination**. Upon termination or expiration of this Agreement for any reason: + (a) All rights granted to Operating Series hereunder shall immediately terminate; + (b) Operating Series shall immediately cease all use of the Assets; + (c) Operating Series shall, at its expense, promptly return the Assets to Asset Holding Series in the same condition as they were provided, reasonable wear and tear excepted; and + (d) Any amounts due to Asset Holding Series shall become immediately payable. + +## 3. USAGE FEE + +3.1 **Fee**. In consideration for the right to use the Assets, Operating Series shall pay to Asset Holding Series a usage fee as set forth in Exhibit B (the "Usage Fee"). + +3.2 **Payment Schedule**. The Usage Fee shall be paid [PAYMENT FREQUENCY] on or before the [DAY] day of each [MONTH/QUARTER/YEAR], without demand, offset, or deduction. + +3.3 **Late Payments**. Any payments not made within [GRACE PERIOD] days of the due date shall bear interest at the rate of [INTEREST RATE]% per annum from the due date until paid in full. + +## 4. MAINTENANCE AND REPAIRS + +4.1 **Routine Maintenance**. [PARTY RESPONSIBLE] shall be responsible for routine maintenance of the Assets as described in Exhibit C. + +4.2 **Repairs**. Operating Series shall promptly notify Asset Holding Series of any damage to the Assets or need for repairs. [PARTY RESPONSIBLE] shall be responsible for all repairs necessary to maintain the Assets in good working condition. + +4.3 **Improvements**. Operating Series shall not make any alterations, additions, or improvements to the Assets without the prior written consent of Asset Holding Series. Any approved alterations, additions, or improvements shall become the property of Asset Holding Series. + +## 5. INSURANCE + +5.1 **Required Insurance**. [PARTY RESPONSIBLE] shall, at its own expense, maintain insurance coverage for the Assets as specified in Exhibit D during the Term. + +5.2 **Proof of Insurance**. Upon request, [PARTY RESPONSIBLE] shall provide evidence of insurance coverage to the other Party. + +## 6. USE OF ASSETS + +6.1 **Permitted Use**. Operating Series shall use the Assets solely in connection with its legitimate business operations and in accordance with applicable laws, regulations, and the terms of this Agreement. + +6.2 **Prohibited Uses**. Operating Series shall not: + (a) Use the Assets for any unlawful purpose; + (b) Use the Assets in any manner that could damage, disable, or impair the Assets; + (c) Sublicense, lease, rent, sell, or otherwise transfer the right to use the Assets; or + (d) Use the Assets in any manner inconsistent with the terms of this Agreement. + +## 7. REPRESENTATIONS AND WARRANTIES + +7.1 **Asset Holding Series Representations**. Asset Holding Series represents and warrants that: + (a) It has the right and authority to enter into this Agreement and to grant the rights provided herein; + (b) It has good and marketable title to the Assets, free and clear of all liens, encumbrances, and other restrictions; and + (c) To its knowledge, the Assets do not infringe upon or violate the rights of any third party. + +7.2 **Operating Series Representations**. Operating Series represents and warrants that: + (a) It has the right and authority to enter into this Agreement; and + (b) It shall use the Assets in compliance with all applicable laws, regulations, and the terms of this Agreement. + +## 8. LIMITATION OF LIABILITY + +8.1 **Disclaimer of Warranties**. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ASSETS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. + +8.2 **Limitation of Liability**. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. + +## 9. INDEMNIFICATION + +9.1 **Operating Series Indemnification**. Operating Series shall indemnify, defend, and hold harmless Asset Holding Series, the Parent LLC, and their respective managers, members, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: + (a) Operating Series' use of the Assets; + (b) Operating Series' breach of this Agreement; or + (c) Operating Series' violation of any applicable law or regulation. + +9.2 **Asset Holding Series Indemnification**. Asset Holding Series shall indemnify, defend, and hold harmless Operating Series, the Parent LLC, and their respective managers, members, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: + (a) Any material defect in the Assets that existed prior to the Effective Date; + (b) Asset Holding Series' breach of this Agreement; or + (c) Asset Holding Series' violation of any applicable law or regulation. + +## 10. RELATIONSHIP OF THE PARTIES + +10.1 **No Joint Venture**. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. + +10.2 **Series Liability Protection**. The Parties acknowledge and agree that, pursuant to Texas Business Organizations Code § 101.602, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to one series are enforceable against the assets of that series only, and not against the assets of the Parent LLC generally or any other series thereof. Nothing in this Agreement shall be construed to waive or limit the liability protection afforded to each series under Texas law. + +## 11. MISCELLANEOUS + +11.1 **Entire Agreement**. This Agreement, including all exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written. + +11.2 **Amendments**. This Agreement may only be amended, modified, or supplemented by a written agreement executed by both Parties. + +11.3 **Assignment**. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. + +11.4 **Notices**. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or by overnight courier to the addresses set forth in the preamble or to such other address as either Party may designate by notice to the other Party. + +11.5 **Waiver**. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right. + +11.6 **Severability**. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. + +11.7 **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule. + +11.8 **Dispute Resolution**. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in [CITY], Texas, in accordance with the rules of the American Arbitration Association. + +11.9 **Counterparts**. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date. + +**[PARENT LLC NAME]**, on behalf of **[ASSET HOLDING SERIES NAME]** + +By: ________________________ +Name: ______________________ +Title: _______________________ + +**[PARENT LLC NAME]**, on behalf of **[OPERATING SERIES NAME]** + +By: ________________________ +Name: ______________________ +Title: _______________________ + +--- + +## EXHIBIT A +**DESCRIPTION OF ASSETS** + +[Detailed description of all assets covered by this agreement, including identification numbers, locations, and conditions as applicable] + +--- + +## EXHIBIT B +**USAGE FEE SCHEDULE** + +[Detailed payment terms, amounts, calculation methods, etc.] + +--- + +## EXHIBIT C +**MAINTENANCE RESPONSIBILITIES** + +[Detailed breakdown of maintenance responsibilities for each party] + +--- + +## EXHIBIT D +**INSURANCE REQUIREMENTS** + +[Detailed insurance requirements including types of coverage, minimum coverage amounts, etc.] \ No newline at end of file diff --git a/Input-human/OperatingAgreements/Definitions.md b/Input-human/OperatingAgreements/Definitions.md new file mode 100644 index 0000000..5b2f11c --- /dev/null +++ b/Input-human/OperatingAgreements/Definitions.md @@ -0,0 +1,178 @@ +# Definitions + +For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Article 2 shall have the meaning provided elsewhere in this Agreement or, if not defined in this Agreement, the meaning provided in the Texas Business Organizations Code. + +### A. Corporate Structure and Governance Terms + +1. **Agreement**: This Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time. + +2. **Board** or **Board of Directors**: The governing body which provides overall governance and strategic direction for all TSYS Group entities and operations through its various committees. + +3. **Cell Series**: A series established under the Company that may contain multiple subsidiary series and maintain its own governance structure, as more particularly described in Section 4.5. + +4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company. + +5. **Company Committee**: The governing committee of the Board specifically responsible for overseeing Turnkey Network Systems LLC and its series. The Company Committee consists of independent directors elected by the members of all series of the Company. + +6. **Consent Decision-Making**: A decision-making process where decisions are made when no member presents a reasoned and paramount objection, as more particularly described in Section 7.8.3. + +7. **Double-Linking**: A governance structure where each circle is connected to its parent circle by both an appointed Operational Leader and an elected Circle Representative, as more particularly described in Section 7.8.2. + +8. **Effective Date**: The date on which this Agreement becomes effective, as set forth in Section 1.1. + +9. **Execution Date**: The date on which this Agreement is executed by the Company through its authorized representative(s). + +10. **General Circle**: The highest governance circle in the sociocratic structure, consisting of the TSYS Group Board, as more particularly described in Section 7.9.1. + +11. **Independent Director**: A natural person serving on the Company Committee who meets all of the following criteria: + - Is not a member of any series; + - Has no direct or indirect ownership interest in any series; + - Has no Immediate Family Members who are series members; and + - Has no Material Business Relationship with any series. + +12. **Meeting**: Any duly called assembly of members, directors, or committee members, whether conducted in person, virtually, or through a hybrid approach, for the purpose of conducting Company business. + +13. **Operating Series**: A series of the Company that actively conducts business operations, as distinguished from asset-holding series or Cell series. + +14. **Primary Circle**: A governance circle directly connected to the General Circle, as more particularly described in Section 7.9.2. + +15. **Remote Participation**: Participation in any Meeting through electronic means such as video conferencing, teleconferencing, or other digital communication platforms that allow for real-time interaction. + +16. **Schedule**: Any of the lettered attachments to this Agreement (Schedule A through Schedule H) which contain additional details, specifications, or procedures referenced in the main body of this Agreement. + +17. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601 et seq., having separate rights, powers, and duties with respect to specified property and obligations, and having separate business purposes or investment objectives. + +18. **Series Member**: A person or entity holding a membership interest in a specific series. + +19. **Series Operating Agreement**: The governing document for a specific series that details the rights, responsibilities, and relationships among the series members, the series, and the Company, adopted in accordance with Section 4.1.2. + +20. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3. + +21. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1. + +22. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board. + +23. **Technology Oversight Committee**: The committee of the Board responsible for oversight of all technology services, systems, and infrastructure used by the Company and its series. + +24. **Governing Law**: The laws of the State of Texas, without giving effect to any choice of law or conflict of law provisions. + +25. **Jurisdiction**: The state and federal courts located in Travis County, Texas, which shall have exclusive jurisdiction over any dispute arising under this Agreement. + +26. **Quorum**: The minimum number of participants required to be present at a Meeting for valid transaction of business, as defined in the applicable governance document. + +27. **Super-Majority**: A voting threshold requiring approval of at least two-thirds (2/3) of the voting interests entitled to vote on a matter, unless otherwise specified in this Agreement or an applicable Series Operating Agreement. + +28. **Governance Policies**: Written policies adopted by the Board or appropriate committees governing operational, financial, technological, compliance, or other aspects of Company and series operations. + +### B. Membership and Economic Terms + +29. **Accredited Investor**: An investor who meets the definition of "accredited investor" set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. + +30. **Capital Contribution**: Any contribution of property or services made by or on behalf of a Member to the Company or a series. As provided in this Agreement, the Company and its series do not accept capital contributions that establish capital accounts, but may accept services, property, or other valuable consideration in exchange for issuance of Profit Interests. + +31. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2. + +32. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3. + +33. **Class C Membership Interest**: A membership interest acquired through involuntary transfer with limited economic rights and no voting rights, as more particularly described in Section 5.4. + +34. **Distribution**: Any transfer of cash or other property from a series to a Series Member in respect of the Member's membership interest. + +35. **Immediate Family Members**: A person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law and any person (other than a tenant or employee) sharing the household of such person + +36. **Involuntary Transfer**: Any transfer of a membership interest that occurs through court judgment, execution upon judgment, assignment in satisfaction of debt, charging order, contested divorce proceeding, bankruptcy proceeding, or any other non-voluntary mechanism, as more particularly described in Section 5.4. + +37. **Material Business Relationship**: Any commercial relationship with a series exceeding $10,000 in annual value, consulting or advisory relationship with a series, position with a series, ownership interest in a vendor to any series, financial obligation between a Director and any series, or joint venture or partnership interest with any series, as more particularly described in Section 7.4.1. + +38. **Member**: A person or entity who holds a membership interest in a series and who has been admitted to the series in accordance with the applicable Series Operating Agreement. + +39. **Membership Interest**: A Member's rights in a series, including economic rights, voting rights (if any), and rights to information. + +40. **Profit Interest**: An interest in the future profits of a series that does not include any capital interest or obligation to contribute capital, as implemented through the three-class system described in Article 5. + +41. **Securities Act**: The Securities Act of 1933, as amended. + +42. **Transfer**: Any direct or indirect sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition. + +43. **Treasury Regulations**: The regulations promulgated by the United States Department of the Treasury under the Internal Revenue Code, as amended from time to time. + +44. **Drag-Along Rights**: The right of specified Members to require other Members to join in a sale of membership interests under certain circumstances, as may be specified in an applicable Series Operating Agreement. + +45. **Tag-Along Rights**: The right of specified Members to participate in a sale of membership interests by other Members under certain circumstances, as may be specified in an applicable Series Operating Agreement. + +46. **Vesting Schedule**: A schedule establishing the timing and conditions under which a Member's rights in a Membership Interest become non-forfeitable, as specified in the applicable Series Operating Agreement or grant documentation. + +47. **Valuation Formula**: The methodology specified in a Series Operating Agreement for determining the value of Membership Interests for purposes of Transfer, redemption, or other transactions involving such interests. + +48. **Forced Redemption**: The mandatory redemption of a Member's Membership Interest as provided in an applicable Series Operating Agreement or under circumstances specified in this Agreement. + +### C. Operational and Technical Terms + +49. **Business Day**: Any day other than a Saturday, Sunday, or a day on which commercial banks in Austin, Texas are authorized or required by law to close. + +50. **Electronic Records**: Digital documentation maintained in electronic format, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee, as more particularly described in Section 3.2. + +51. **Fiscal Year**: The Company's fiscal year, which shall be the calendar year unless otherwise determined by the Board. + +52. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including but not limited to network infrastructure, software systems, data storage and management, security services, technical support, and infrastructure management, as more particularly described in Schedule A to this Agreement. + +53. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group. + +54. **SLA** or **Service Level Agreement**: A documented agreement between a service provider and a customer that defines the expected level of service, performance metrics, and responsibilities. + +55. **The Campus Trading Company** or **TCTC**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group. + +56. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by The Campus Trading Company (series) LLC, including but not limited to payment processing, treasury management, financial settlements, banking relationships, cash management, and financial controls, as more particularly described in Schedule B to this Agreement. + +57. **Intellectual Property**: All patents, trademarks, copyrights, trade secrets, know-how, proprietary information, inventions, methods, processes, formulas, designs, and other intellectual property rights owned by or licensed to the Company or any series. + +58. **Confidential Information**: Any non-public, proprietary, or sensitive information related to the Company or any series, including but not limited to trade secrets, business plans, financial data, customer information, product information, and technological data, as more particularly described in Section 10.6. + +59. **Material Adverse Effect**: Any change, event, circumstance, development, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, financial condition, assets, or liabilities of the Company or any series; (b) the ability of the Company or any series to perform its obligations under this Agreement; or (c) the validity or enforceability of this Agreement. + +60. **Force Majeure Event**: Any circumstance not within the reasonable control of the affected party including, without limitation, acts of God, flood, drought, earthquake, storm, fire, pandemic, epidemic, civil unrest, war, terrorist attack, and governmental actions, as more particularly described in Section 10.8. + +### D. Entity-Specific Terms + +61. **Redwood Family Office Group** or **REDWFO**: Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC, the multi-stakeholder family office for Company stakeholders, as more particularly described in Section 4.6.3.2. + +62. **Redwood Springs Capital Partners Group** or **RWSCP**: Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC, the exclusive capital raising entity for all series, as more particularly described in Section 3.3. + +63. **Wyble Family Office Group** or **WFO Group**: Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC, the private family office LLC of the Company founders, as more particularly described in Section 4.6.3.1. + +64. **Cell Board**: The governing body of a Cell Series, established in accordance with the applicable Cell Series Operating Agreement. + +65. **Founders**: Charles Wyble and Patti Wyble, as the original founders of the Company. + +66. **Family Office Services**: The comprehensive wealth management, financial planning, tax planning, estate planning, investment management, and related services provided by family office entities within the TSYS Group structure. + +67. **Strategic Services**: The shared strategic planning, market analysis, business development, and advisory services provided by designated series within the TSYS Group structure. + +68. **Asset Management Services**: The investment management, portfolio administration, performance reporting, and related services provided by designated series within the TSYS Group structure. + +### E. Legal and Compliance Terms + +69. **Certificate of Formation**: The Certificate of Formation of the Company filed with the Texas Secretary of State on [INSERT DATE], as amended from time to time. + +70. **Indemnified Person**: A person entitled to indemnification under Section 10.7. + +71. **TBOC**: The Texas Business Organizations Code, as amended from time to time. + +72. **Tax Matters Representative**: The person designated to represent the Company or a series in tax matters, as described in the applicable Series Operating Agreement. + +73. **Regulatory Approvals**: Any consents, authorizations, approvals, filings, or exemptions required from any governmental authority for the operation of the Company or any series or the performance of activities contemplated by this Agreement. + +74. **Legal Compliance Program**: The policies, procedures, training, monitoring, and reporting systems established by the Company to ensure compliance with applicable laws and regulations. + +75. **Privacy Policy**: The Company's policies regarding the collection, use, storage, sharing, and protection of personal information, available to all Members upon request. + +76. **Data Protection Laws**: All applicable laws relating to data protection and privacy, including without limitation the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other state and federal privacy laws. + +77. **Litigation Hold**: A directive requiring the preservation of certain records and information when litigation is reasonably anticipated, pending, or threatened. + +78. **Regulatory Filings**: All required filings, reports, registrations, notices, or other submissions to governmental or regulatory authorities. + +79. **Record Retention Policy**: The Company's policies regarding the retention, storage, and destruction of records, maintained in accordance with legal requirements and business needs. + +80. **Compliance Officer**: The person designated by the Board to oversee the Company's compliance with applicable laws, regulations, and internal policies. + diff --git a/Input-human/OperatingAgreements/HFNOC-DraftOperatingAgreement.md b/Input-human/OperatingAgreements/HFNOC-DraftOperatingAgreement.md new file mode 100644 index 0000000..d588d38 --- /dev/null +++ b/Input-human/OperatingAgreements/HFNOC-DraftOperatingAgreement.md @@ -0,0 +1,1545 @@ +# OPERATING AGREEMENT OF +# HIGH FLIGHT NETWORK OPERATING COMPANY GROUP (SERIES) LLC +# A SERIES OF TURNKEY NETWORK SYSTEMS LLC + +**Effective Date: [EFFECTIVE DATE]** + +## ARTICLE 1 - FORMATION AND FOUNDATIONAL PROVISIONS + +### Section 1.1 - Series Formation and Structure + +1. **Series Establishment**: This Operating Agreement (the "Agreement") is made and entered into effective as of [EFFECTIVE DATE] (the "Effective Date"), by and among High Flight Network Operating Company Group (series) LLC (the "Series"), a series of Turnkey Network Systems LLC (the "Parent LLC"), and the persons who are or who become members of the Series. + +2. **Authority**: This Series is established pursuant to: + * The Texas Business Organizations Code § 101.601 et seq. + * The Amended and Restated Operating Agreement of Turnkey Network Systems LLC (the "Parent Agreement") + * The filing of the Certificate of Series with the Texas Secretary of State + +3. **Parent LLC Relationship**: The Series acknowledges that: + * It is a separate series of the Parent LLC with its own rights, powers, duties, assets, liabilities, and business purpose + * It is subject to the mandatory operational requirements contained in Article 3 of the Parent Agreement + * It maintains independence and isolation of its assets and liabilities as provided in Section 4.2 of the Parent Agreement + * It must comply with the classification of membership interests as provided in Article 5 of the Parent Agreement + +4. **Series Authority**: Notwithstanding its status as a series of the Parent LLC, the Series: + * Maintains autonomous decision-making authority over its operations, decisions, policies, and affairs through its Board of Directors + * Has the right to conduct its business, operations, and affairs as specifically set forth in this Agreement + * Is vested with all powers and authority necessary to implement the FairShares Model and other governance provisions specified herein + +### Section 1.2 - Business Purpose and Operating Jurisdiction + +1. **Primary Business Purpose**: The Series exists to plan, build, deploy, and operate internet service provider points of presence, with a specific focus on: + * Network infrastructure development and deployment + * Internet service provider operations + * Technical support and maintenance services + * Network expansion and enhancement + * Other related telecommunications services + +2. **Nationwide Operations**: The Series shall conduct business operations throughout all 50 states of the United States, while maintaining its legal formation and structure as a Texas series LLC. + +3. **Business Model**: The Series shall operate under the FairShares Model, which: + * Recognizes and balances the interests of four stakeholder categories: Founders, Labor, Users, and Investors + * Implements equitable profit-sharing among these stakeholder categories + * Provides for stakeholder representation in governance + * Operates with sociocratic governance principles to ensure stakeholder voice and collaborative decision-making + +4. **Subsidiary Series**: The Series may establish subsidiary series to: + * Manage specific network deployment projects + * Operate in distinct geographic markets + * Provide specialized telecommunications services + * Implement other business initiatives consistent with the Series' primary purpose + +### Section 1.3 - Securities Law Notice + +THE MEMBERSHIP INTERESTS IN THE SERIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE TEXAS STATE SECURITIES BOARD, OR ANY OTHER STATE SECURITIES REGULATORY AUTHORITY. THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW. + +THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. + +MEMBERSHIP INTERESTS ARE HIGH-RISK, ILLIQUID INVESTMENTS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. MEMBERSHIP INTERESTS MAY ONLY BE OFFERED TO AND ACQUIRED BY PERSONS WHO MEET THE INVESTOR SUITABILITY REQUIREMENTS ESTABLISHED BY THE SERIES AND SET FORTH IN ARTICLE 5 OF THIS AGREEMENT. + +### Section 1.4 - Definitions and Interpretation + +1. **Defined Terms**: For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Section shall have the meaning provided elsewhere in this Agreement, the Parent Agreement, or, if not defined in either agreement, the meaning provided in the Texas Business Organizations Code. + + a. **Board** or **Board of Directors**: The governing body of the Series which provides overall governance and strategic direction. + + b. **Class A Membership Interest**: A membership interest with full voting and economic rights, as defined in Section 5.2 of the Parent Agreement. + + c. **Class B Membership Interest**: A membership interest with economic rights only, as defined in Section 5.3 of the Parent Agreement. + + d. **Class C Membership Interest**: A membership interest with limited rights resulting from involuntary transfer, as defined in Section 5.4 of the Parent Agreement. + + e. **Electronic Records**: Digital documentation maintained in electronic format through the Known Element Enterprises systems, as required by Section 3.2 of the Parent Agreement. + + f. **FairShares Model**: The stakeholder governance and profit-sharing model implemented by the Series that recognizes four stakeholder groups: Founders, Labor, Users, and Investors. + + g. **Founder Member**: A Member who is recognized as a founder of the Series and who holds Membership Interests in the Founder stakeholder category. + + h. **HFNFC**: High Flight Network Finance Company (series) LLC, a series of the Parent LLC that provides financing for network buildouts. + + i. **HFNFC Coordination Committee**: A permanent committee of the Board established to coordinate with HFNFC regarding network buildout financing. + + j. **Investor Member**: A Member who has contributed capital to the Series and holds Membership Interests in the Investor stakeholder category. + + k. **KNEL**: Known Element Enterprises (series) LLC, the designated provider of all IT services for the Parent LLC and its series. + + l. **Labor Member**: A Member who contributes labor to the Series and holds Membership Interests in the Labor stakeholder category. + + m. **Member**: A person or entity who holds a Membership Interest in the Series and who has been admitted to the Series in accordance with this Agreement. + + n. **Membership Interest**: A Member's rights in the Series, including economic rights, voting rights (if any), and rights to information. + + o. **Parent Agreement**: The Amended and Restated Operating Agreement of Turnkey Network Systems LLC. + + p. **Parent LLC**: Turnkey Network Systems LLC, a Texas series limited liability company. + + q. **Profit Interest**: An interest in the future profits of the Series that does not include any capital interest or obligation to contribute capital. + + r. **Series**: High Flight Network Operating Company Group (series) LLC, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. + + s. **Sociocratic Governance**: A governance system based on consent decision-making, circle organization, and double-linking, as implemented by the Series. + + t. **Stakeholder Category**: One of the four categories established under the FairShares Model: Founder, Labor, User, or Investor. + + u. **TCTC**: The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for the Parent LLC and its series. + + v. **User Member**: A Member who uses the Series' services and holds Membership Interests in the User stakeholder category. + +2. **Interpretation**: In this Agreement, unless the context clearly requires otherwise: + * References to "Articles," "Sections," "Subsections," or "Schedules" are to Articles, Sections, Subsections, or Schedules of this Agreement. + * The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." + * The words "herein," "hereof," "hereunder," and similar terms shall refer to this Agreement as a whole and not to any specific section. + * Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender as well as neuter. + * Headings and captions are for convenience only and shall not affect the interpretation of this Agreement. + * References to any law, statute, or regulation shall include all amendments, modifications, or replacements of the same in effect at the relevant time. + * References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, supplemented, or modified from time to time in accordance with its terms. + * In the case of any conflict between the provisions of this Agreement and the provisions of the Parent Agreement, the provisions of the Parent Agreement shall control. + +## ARTICLE 2 - BOARD OF DIRECTORS AND GOVERNANCE + +### Section 2.1 - Board of Directors + +1. **Ultimate Governing Authority**: The Board of Directors shall have ultimate governing authority over all Series operations, decisions, policies, and affairs. The Board's authority shall include, but not be limited to: + * Setting strategic direction and priorities + * Approving annual budgets and major expenditures + * Establishing and overseeing committees + * Appointing and removing officers + * Overseeing the admission and removal of Members + * Approving the establishment of subsidiary series + * Making distribution decisions + * Adopting and amending policies and procedures + * Any other matters related to the governance and operation of the Series + +2. **Board Composition**: + * The Board shall consist of representatives from each of the four stakeholder categories, with representation proportional to the stakeholder categories' profit allocation percentages. + * Each stakeholder category shall elect its own representatives to the Board. + * The initial Board composition shall be: [INITIAL BOARD COMPOSITION]. + * Board members shall serve terms of [TERM LENGTH] years, with staggered terms to ensure continuity. + +3. **Board Decisions**: + * The Board shall make decisions by consent in accordance with sociocratic principles as detailed in Section 2.3. + * Each Board member shall have one vote on matters requiring formal voting. + * A quorum for Board meetings shall consist of at least one representative from each stakeholder category and a majority of the total Board members. + * Written records of all Board decisions shall be maintained in the Electronic Records system provided by KNEL. + +4. **Board Meetings**: + * The Board shall meet at least quarterly, with additional meetings as needed. + * Meetings may be held in person, by video conference, or by other means allowing all participants to communicate simultaneously. + * Notice of regular meetings shall be provided at least 14 days in advance. + * Emergency meetings may be called with 48 hours' notice. + * Any Board member may place items on the meeting agenda. + * Minutes of all Board meetings shall be recorded and maintained in the Electronic Records system. + +### Section 2.2 - Stakeholder Categories and Representation + +1. **Stakeholder Categories**: In accordance with the FairShares Model, the Series recognizes four stakeholder categories: + + * **Founder Members**: Individuals who were instrumental in establishing the Series, developing its concept, and initiating its operations. + + * **Labor Members**: Individuals who contribute labor to the Series, including employees, contractors, and other workers who provide services to the Series. + + * **User Members**: Individuals and entities who use the Series' services, including customers, clients, and beneficiaries of the internet service provider points of presence. + + * **Investor Members**: Individuals and entities who provide financial capital to the Series. + +2. **Profit Allocation Between Categories**: + * Total profits of the Series shall be allocated between the four stakeholder categories according to the following percentages: + * Founder Members: [PERCENTAGE]% + * Labor Members: [PERCENTAGE]% + * User Members: [PERCENTAGE]% + * Investor Members: [PERCENTAGE]% + + * These allocation percentages may be adjusted only by consent of all four stakeholder categories, with such consent determined through each category's internal governance processes. + +3. **Equal Distribution Within Categories**: + * Within each stakeholder category, all Members shall receive equal profit interests regardless of the size or nature of their contribution. + * For clarity, this means that: + * Each Founder Member receives an equal share of the Founder category allocation + * Each Labor Member receives an equal share of the Labor category allocation + * Each User Member receives an equal share of the User category allocation + * Each Investor Member receives an equal share of the Investor category allocation + + * The equal distribution principle does not prevent the establishment of eligibility criteria or qualification thresholds for membership in each category. + +4. **Board Representation**: + * Each stakeholder category shall have representation on the Board proportional to its profit allocation percentage. + * The number of Board seats allocated to each category shall be determined by multiplying the total number of Board seats by the category's profit allocation percentage, rounded to the nearest whole number, with a minimum of one representative per category. + * Each stakeholder category shall determine its own process for selecting its Board representatives, provided that the process is democratic and allows for participation by all category members. + +### Section 2.3 - Sociocratic Governance Principles + +1. **Circle Organization**: + * The Series' governance shall be organized into interconnected circles, each with a defined domain of authority and responsibility. + * The Board of Directors shall function as the General Circle. + * Each stakeholder category shall constitute a Primary Circle. + * Additional circles may be established for specific functions, departments, or projects. + +2. **Double-Linking**: + * Each circle shall be linked to its parent circle by at least two members: + * An Operational Leader appointed by the parent circle + * A Circle Representative elected by the circle members + * These links shall participate in the decision-making of both circles. + * Double-linking ensures bidirectional flow of information and authority. + +3. **Consent Decision-Making**: + * Circle decisions shall be made by consent rather than majority vote. + * Consent exists when no circle member presents a reasoned, paramount objection. + * Objections must be based on risks to the circle's ability to fulfill its aim. + * Consent does not require agreement or preference, only the absence of paramount objections. + * The consent process shall follow these steps: + * Present proposal + * Clarifying questions + * Quick reactions + * Consent round (objections or no objections) + * Integration of objections if present + * New consent round on modified proposal + +4. **Sociocratic Elections**: + * Circle roles shall be filled through a consent-based election process. + * The election process shall include: + * Discussion of the role and its requirements + * Nomination round where each member nominates their candidate with reasons + * Change round where members may change their nominations based on reasons heard + * Proposal by the facilitator based on the strongest nomination + * Consent round on the proposal + * If objections arise, they are discussed and integrated, potentially resulting in a modified proposal. + +### Section 2.4 - Committees of the Board + +1. **Standing Committees**: The Board shall establish and maintain the following standing committees: + + a. **Executive Committee**: + * Composition: At least one representative from each stakeholder category + * Purpose: Handle urgent matters between Board meetings and oversee implementation of Board decisions + * Authority: Limited to actions expressly delegated by the full Board + * Meetings: As needed, with minutes reported to the full Board + + b. **HFNFC Coordination Committee**: + * Composition: At least three Board members from different stakeholder categories + * Purpose: Coordinate with High Flight Network Finance Company regarding network buildout financing + * Duties: + * Hold regular meetings with HFNFC leadership + * Coordinate the financing application process + * Monitor the relationship and resolve disputes + * Report to the full Board quarterly + * Develop standardized processes and documentation for financing requests + * Authority: Make recommendations to the full Board regarding financing arrangements + * Meetings: At least monthly, and more frequently as needed + + c. **Membership Committee**: + * Composition: At least one representative from each stakeholder category + * Purpose: Oversee membership application process and Member relations + * Authority: Make recommendations to the Board regarding membership matters + * Meetings: At least quarterly, and as needed to review applications + +2. **Subsidiary Series Oversight Committees**: + + * For each subsidiary series established by the Series, the Board shall establish a dedicated oversight committee with: + * At least three Board members from different stakeholder categories + * Specific expertise relevant to the subsidiary's operations + * Clear reporting requirements to the full Board + + * Each Subsidiary Series Oversight Committee shall: + * Monitor the operations, performance, and compliance of the subsidiary series + * Provide guidance and support to the subsidiary series leadership + * Meet at least quarterly with subsidiary series leadership + * Review financial and operational reports + * Make recommendations to the full Board regarding the subsidiary series + * Report to the full Board at least quarterly + +3. **Ad Hoc Committees**: + + * The Board may establish additional committees as needed for specific purposes. + + * Each ad hoc committee shall: + * Have a clear charter defining its purpose, authority, and duration + * Include representatives from multiple stakeholder categories + * Report regularly to the full Board + * Be disbanded upon completion of its assigned purpose + +4. **Committee Operations**: + + * All committees shall: + * Operate using sociocratic principles + * Maintain minutes of all meetings + * Provide regular reports to the Board + * Have clearly defined decision-making authority + * Coordinate with other committees as appropriate + +## ARTICLE 3 - MEMBERSHIP AND STAKEHOLDER CATEGORIES + +### Section 3.1 - Membership Classes + +1. **Three-Class System**: In accordance with Article 5 of the Parent Agreement, all membership interests in the Series shall be classified as one of the following: + + * **Class A Membership Interests**: Membership interests with full voting and economic rights. + + * **Class B Membership Interests**: Membership interests with economic rights only and no voting rights. + + * **Class C Membership Interests**: Membership interests with severely limited rights resulting from involuntary transfers. + +2. **Default Classification**: + + * All Founder Members, Labor Members, User Members, and Investor Members shall hold Class A Membership Interests unless: + * They specifically request and are approved to hold Class B interests; or + * Their interests are converted to Class C interests due to involuntary transfer as provided in Section 5.5 of the Parent Agreement. + + * The classification of membership interests is separate from and in addition to the stakeholder category designations. + +3. **Voting Rights**: + + * Only holders of Class A Membership Interests shall have voting rights. + + * Voting rights shall be exercised within each Member's stakeholder category for: + * Selecting Board representatives for the stakeholder category + * Determining the stakeholder category's positions on major decisions + * Other matters specific to the stakeholder category + +4. **Economic Rights**: + + * All Members, regardless of class, shall have economic rights in accordance with: + * Their stakeholder category's allocation percentage + * The equal distribution principle within each stakeholder category + * The limitations applicable to their membership class + +5. **Conversion of Membership Interests**: + + * Membership interests shall be subject to the automatic conversion provisions of Section 5.5 of the Parent Agreement. + + * Any Class A or Class B interest that is involuntarily transferred shall automatically convert to a Class C interest. + + * The Series shall document all conversions in the electronic records system maintained by KNEL. + +### Section 3.2 - Founder Members + +1. **Qualification**: + + * Founder Members must have been instrumental in establishing the Series, developing its concept, and initiating its operations. + + * The initial Founder Members shall be: [LIST OF INITIAL FOUNDER MEMBERS]. + + * Additional Founder Members may be admitted only by unanimous consent of existing Founder Members and approval by the Board. + +2. **Rights and Responsibilities**: + + * Founder Members shall collectively be entitled to [PERCENTAGE]% of Series profits. + + * Each Founder Member shall receive an equal share of the Founder Member profit allocation. + + * Founder Members shall select representatives to the Board in proportion to their stakeholder category's profit allocation percentage. + + * Founder Members have a responsibility to: + * Provide strategic guidance to the Series + * Maintain and develop the Series' vision and mission + * Support the Series' growth and development + * Participate in major strategic decisions + +3. **Founder Circle**: + + * All Founder Members shall constitute the Founder Circle within the sociocratic governance structure. + + * The Founder Circle shall: + * Select Founder representatives to the Board + * Develop and maintain the Series' vision and mission + * Propose strategic initiatives + * Address matters specific to Founder Members + +### Section 3.3 - Labor Members + +1. **Qualification**: + + * Labor Members must contribute labor to the Series, including as employees, contractors, or other workers who provide services to the Series. + + * Minimum labor contribution requirements for Labor Member status shall be established by the Board and may include: + * Minimum hours of service + * Minimum duration of relationship + * Specific skills or qualifications + * Commitment to ongoing involvement + + * Labor Member status shall be reviewed annually to confirm continued qualification. + +2. **Rights and Responsibilities**: + + * Labor Members shall collectively be entitled to [PERCENTAGE]% of Series profits. + + * Each Labor Member shall receive an equal share of the Labor Member profit allocation. + + * Labor Members shall select representatives to the Board in proportion to their stakeholder category's profit allocation percentage. + + * Labor Members have a responsibility to: + * Perform their work with skill and diligence + * Contribute to the Series' operations and success + * Participate in decisions affecting their work + * Support the Series' mission and values + +3. **Labor Circle**: + + * All Labor Members shall constitute the Labor Circle within the sociocratic governance structure. + + * The Labor Circle shall: + * Select Labor representatives to the Board + * Address matters related to working conditions and labor policies + * Develop proposals related to labor practices + * Coordinate labor resources and skills development + +4. **Labor Member Admission**: + + * New Labor Members may be admitted through a process established by the Labor Circle and approved by the Board. + + * The admission process shall include: + * Verification of minimum qualification requirements + * Orientation to the Series and the FairShares Model + * Consent of existing Labor Members + * Approval by the Membership Committee + * Formal documentation in the electronic records system + +### Section 3.4 - User Members + +1. **Qualification**: + + * User Members must be users of the Series' services, including customers, clients, and beneficiaries of the internet service provider points of presence. + + * Minimum usage requirements for User Member status shall be established by the Board and may include: + * Minimum level of service utilization + * Minimum duration of customer relationship + * Commitment to ongoing service use + * Geographic location within service areas + + * User Member status shall be reviewed annually to confirm continued qualification. + +2. **Rights and Responsibilities**: + + * User Members shall collectively be entitled to [PERCENTAGE]% of Series profits. + + * Each User Member shall receive an equal share of the User Member profit allocation. + + * User Members shall select representatives to the Board in proportion to their stakeholder category's profit allocation percentage. + + * User Members have a responsibility to: + * Provide feedback on services + * Participate in service development discussions + * Support the Series through continued use of services + * Promote the Series' services when appropriate + +3. **User Circle**: + + * All User Members shall constitute the User Circle within the sociocratic governance structure. + + * The User Circle shall: + * Select User representatives to the Board + * Address matters related to service quality and user experience + * Develop proposals for service improvements + * Provide organized feedback on Series services + +4. **User Member Admission**: + + * New User Members may be admitted through a process established by the User Circle and approved by the Board. + + * The admission process shall include: + * Verification of minimum qualification requirements + * Orientation to the Series and the FairShares Model + * Consent of the User Circle + * Approval by the Membership Committee + * Formal documentation in the electronic records system + +### Section 3.5 - Investor Members + +1. **Qualification**: + + * Investor Members must provide financial capital to the Series. + + * Minimum investment requirements for Investor Member status shall be established by the Board and may include: + * Minimum investment amount + * Investment timing or stage + * Investment structure or terms + * Commitment to the Series' mission and vision + + * All Investor Members must qualify as accredited investors under SEC Rule 501(a). + +2. **Rights and Responsibilities**: + + * Investor Members shall collectively be entitled to [PERCENTAGE]% of Series profits. + + * Each Investor Member shall receive an equal share of the Investor Member profit allocation, regardless of investment size. + + * Investor Members shall select representatives to the Board in proportion to their stakeholder category's profit allocation percentage. + + * Investor Members have a responsibility to: + * Support the Series' financial health + * Provide financial expertise when appropriate + * Respect the Series' mission and the FairShares Model + * Participate in financial planning and capital allocation discussions + +3. **Investor Circle**: + + * All Investor Members shall constitute the Investor Circle within the sociocratic governance structure. + + * The Investor Circle shall: + * Select Investor representatives to the Board + * Address matters related to capital allocation and financial performance + * Develop proposals related to capital structure and investment + * Monitor financial health and sustainability + +4. **Investor Member Admission**: + + * New Investor Members may be admitted through a process established by the Board in coordination with Redwood Springs Capital Partners Group LLC, the exclusive capital raising entity for all series of the Parent LLC. + + * The admission process shall include: + * Verification of accredited investor status + * Minimum investment requirements + * Due diligence and disclosure + * Consent of the Investor Circle + * Approval by the Membership Committee + * Formal documentation in the electronic records system + +### Section 3.6 - Membership Records and Documentation + +1. **Electronic Membership Registry**: + + * In accordance with Section 3.2 of the Parent Agreement, the Series shall maintain an electronic membership registry through the IT services provided by KNEL. + + * The registry shall record: + * Member name and contact information + * Membership class (A, B, or C) + * Stakeholder category (Founder, Labor, User, or Investor) + * Date of admission + * Current status + * Investment or contribution details + * Distribution history + * Any special terms or conditions + + * The registry shall be the official record of membership and shall be conclusive for all purposes related to membership status, voting rights, and economic rights. + +2. **Membership Certificates**: + + * Electronic certificates evidencing membership interests shall be issued in accordance with Section 5.7 of the Parent Agreement. + + * Certificates shall clearly indicate: + * Member name + * Membership class (A, B, or C) + * Stakeholder category (Founder, Labor, User, or Investor) + * Date of issuance + * Any transfer restrictions + * Required securities law legends + + * Certificates shall be accessible to Members through the electronic records system maintained by KNEL. + +3. **Member Information Rights**: + + * All Members shall have access to: + * The Series' financial statements + * Their own membership records + * Meeting minutes of their stakeholder category circle + * Board decisions affecting their stakeholder category + * Other information as required by law + + * Class A Members shall have additional access to: + * Board meeting minutes + * Series policies and procedures + * Strategic planning documents + * Other governance information + + * Information access shall be provided through the electronic records system maintained by KNEL. + +## ARTICLE 4 - RELATIONSHIP WITH PARENT LLC AND AFFILIATED ENTITIES + +### Section 4.1 - Mandatory Operational Requirements + +1. **IT Services**: In accordance with Section 3.1 of the Parent Agreement: + + * The Series shall exclusively utilize Known Element Enterprises (KNEL) for all IT services, including but not limited to: + * Network infrastructure + * Software systems + * Data storage and management + * Security services + * Technical support + * Infrastructure management + + * The Series shall comply with all KNEL service level agreements and policies. + + * The Series may request exceptions to the mandatory use requirement only through the innovation exception process described in Section 3.1.4 of the Parent Agreement. + +2. **Transaction and Treasury Services**: In accordance with Section 3.1 of the Parent Agreement: + + * The Series shall exclusively utilize The Campus Trading Company (TCTC) for all transaction and treasury services, including but not limited to: + * Payment processing + * Treasury management + * Financial settlements + * Banking relationships + * Cash management + * Financial controls + + * The Series shall comply with all TCTC service level agreements and policies. + + * The Series may request exceptions to the mandatory use requirement only through the innovation exception process described in Section 3.1.4 of the Parent Agreement. + +3. **Electronic Records**: In accordance with Section 3.2 of the Parent Agreement: + + * All Series records shall be maintained exclusively in electronic format through the systems provided by KNEL. + + * Electronic records shall include: + * Corporate records + * Financial documentation + * Member information + * Contracts and agreements + * Operational records + * Legal and compliance records + + * The Series shall comply with all electronic record system requirements established in the Parent Agreement. + +4. **Capital Raising**: In accordance with Section 3.3 of the Parent Agreement: + + * The Series shall exclusively utilize Redwood Springs Capital Partners Group LLC for: + * All capital raising activities + * Any external investment into the Series + * Any debt or equity financing activities + * Any capital restructuring + * Any activities involving external capital + + * The Series shall comply with all capital raising requirements established in the Parent Agreement. + +### Section 4.2 - Relationship with High Flight Network Finance Company (HFNFC) + +1. **Exclusive Financing Relationship**: + + * The Series shall ONLY use High Flight Network Finance Company (HFNFC) for all network buildout financing. + + * All financing for planning, building, deploying, and operating internet service provider points of presence shall be arranged through HFNFC. + + * This exclusive financing relationship shall include: + * Capital equipment financing + * Infrastructure deployment funding + * Working capital for network operations + * Expansion and upgrade financing + * Other financing needs related to network buildouts + +2. **Division of Authority**: + + * The Series' Board maintains operational authority over: + * Network buildout planning and design + * Vendor and contractor selection + * Technical specifications and standards + * Project management and implementation + * Network operations and maintenance + * Service deployment and delivery + + * HFNFC maintains financing authority over: + * Financing structure and terms + * Capital allocation decisions + * Funding approvals and disbursements + * Financial covenants and requirements + * Return on investment expectations + * Financing timelines and milestones + +3. **HFNFC Coordination Committee**: + + * The HFNFC Coordination Committee of the Board shall: + * Conduct regular meetings with HFNFC leadership at least monthly + * Coordinate the financing application process for network buildouts + * Monitor the relationship between the Series and HFNFC + * Address and resolve any disputes or coordination issues + * Report to the full Board quarterly on the relationship and financing activities + * Develop standardized processes and documentation for financing requests + + * The HFNFC Coordination Committee shall include representatives from multiple stakeholder categories to ensure balanced perspective. + + * The Committee shall develop and maintain a financing request protocol that standardizes the application process, documentation requirements, and approval timeline. + +4. **Financing Request Process**: + + * All network buildout financing requests shall: + * Be prepared according to HFNFC's requirements and templates + * Include detailed project specifications, timelines, and budgets + * Contain clear business cases and return on investment projections + * Specify performance metrics and success criteria + * Be reviewed and approved by the Series' Board before submission + * Be submitted through the HFNFC Coordination Committee + + * The Series shall maintain a rolling three-year network buildout plan that is updated quarterly and shared with HFNFC to facilitate planning and capital allocation. + +5. **Dispute Resolution**: + + * Any disputes between the Series and HFNFC shall be addressed through: + * Initial discussion between the HFNFC Coordination Committee and HFNFC leadership + * If unresolved, escalation to the Series' Board and HFNFC Board + * If still unresolved, mediation as provided in the dispute resolution procedures of the Parent Agreement + + * The Series and HFNFC shall establish a joint protocol for expedited dispute resolution for time-sensitive issues affecting network deployments. + +### Section 4.3 - Multi-State Operations + +1. **Foreign Qualification**: + + * The Series shall register and obtain foreign qualification as required in each state where it conducts business, which may include: + * Filing as a foreign entity in each applicable state + * Maintaining registered agents in each state + * Complying with all state-specific registration requirements + * Renewing registrations as required + * Paying all required fees and taxes + + * The Board shall establish a compliance protocol for tracking and maintaining good standing in all jurisdictions where the Series operates. + +2. **Jurisdictional Risk Management**: + + * The Series acknowledges that Texas series LLC statutes and the associated liability protections may not be recognized in all states where it conducts business. + + * To mitigate jurisdictional risks, the Series shall: + * Establish state-specific subsidiary entities where necessary or prudent + * Implement additional liability protection measures, including appropriate insurance coverage + * Structure contracts to specify Texas law as governing law where possible + * Include clear notice of series status in all contracts and communications + * Maintain strict operational separation as specified in the Parent Agreement + + * The Board shall regularly review and assess jurisdictional risks in consultation with qualified legal counsel. + +3. **State-Specific Compliance**: + + * The Series shall implement systems to ensure compliance with: + * State-specific telecommunications regulations + * State tax requirements + * State licensing and permitting requirements + * State consumer protection laws + * Other state-specific legal and regulatory requirements + + * The Board shall establish a compliance monitoring system that tracks requirements across all operating jurisdictions. + +4. **Operational Structure for Multi-State Activities**: + + * The Series may establish: + * Regional management structures + * State-specific operational teams + * Geographic market divisions + * Subsidiary entities in specific states where necessary for legal or tax purposes + + * All operational structures shall maintain consistent governance through the Board while adapting to local requirements. + +### Section 4.4 - Series Independence and Isolation + +1. **Legal and Economic Isolation**: In accordance with Section 4.2 of the Parent Agreement: + + * The Series is absolutely and irrevocably isolated from all other series of the Parent LLC, such that: + * The assets, liabilities, obligations, and debts of the Series are completely separate and distinct from all other series + * No series shall have any claim, right, interest, obligation, duty, responsibility, or liability whatsoever in any other series + * The Series operates as if it were a completely separate legal entity + + * This isolation is established pursuant to and in accordance with Texas Business Organizations Code § 101.601 et seq. + +2. **Operational Separation Requirements**: + + * The Series shall maintain complete operational separation, including: + * Independent electronic books and records (provided via KNEL/TCTC systems as required) + * Entirely separate bank accounts established through TCTC + * Absolute separation of all assets and liabilities + * Independent contracts and business relationships + * Separate tax identification number and filings + * Distinct operational processes and procedures + + * All contracts and communications shall clearly identify the Series as a separate series of the Parent LLC. + +3. **Notice Requirements**: + + * The Series shall include the following notice in all contracts and significant business communications: + + "NOTICE OF LIMITED LIABILITY: High Flight Network Operating Company Group (series) LLC is a series of Turnkey Network Systems LLC, a Texas series limited liability company. Under Texas law, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to this series are enforceable against the assets of this series only, and not against the assets of Turnkey Network Systems LLC generally or any other series thereof. Similarly, none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to Turnkey Network Systems LLC generally or any other series thereof shall be enforceable against the assets of this series." + +## ARTICLE 5 - PROFIT INTERESTS AND DISTRIBUTIONS + +### Section 5.1 - Profit Interest Structure + +1. **Profit Interest Basis**: + + * All economic interests in the Series shall be structured as profit interests rather than capital interests. + + * No Member shall have a capital account or capital interest in the Series. + + * Members shall be entitled to future profits of the Series in accordance with: + * Their stakeholder category allocation percentage + * The equal distribution principle within each stakeholder category + * Their membership class (A, B, or C) + +2. **Profit Interest Documentation**: + + * All profit interests shall be documented through: + * Electronic membership certificates issued in accordance with Section 5.7 of the Parent Agreement + * Detailed records in the electronic membership registry maintained by KNEL + * Profit interest award agreements specifying any applicable vesting or other conditions + +3. **Profit Interest Allocation Between Stakeholder Categories**: + + * Series profits shall be allocated according to the following percentages: + * Founder Members: [PERCENTAGE]% + * Labor Members: [PERCENTAGE]% + * User Members: [PERCENTAGE]% + * Investor Members: [PERCENTAGE]% + + * These allocation percentages may be adjusted only by consent of all four stakeholder categories, with each category making its decision according to its own governance processes. + +4. **Equal Distribution Within Categories**: + + * Within each stakeholder category, profits shall be distributed equally among all Members in that category. + + * For clarity, this means: + * Each Founder Member receives an equal 1/n share of the Founder category allocation (where n is the number of Founder Members) + * Each Labor Member receives an equal 1/n share of the Labor category allocation (where n is the number of Labor Members) + * Each User Member receives an equal 1/n share of the User category allocation (where n is the number of User Members) + * Each Investor Member receives an equal 1/n share of the Investor category allocation (where n is the number of Investor Members) + + * This equal distribution principle applies regardless of: + * The size or nature of a Member's contribution + * The duration of a Member's association with the Series + * Any other differentiating factors among Members within a category + +### Section 5.2 - Vesting of Profit Interests + +1. **Vesting Schedules**: + + * Profit interests issued to Members may be subject to vesting schedules as determined by: + * For Founder Members: The initial Founder Members + * For Labor Members: The Board with input from the Labor Circle + * For User Members: The Board with input from the User Circle + * For Investor Members: The Board with input from the Investor Circle + + * Vesting schedules, if applicable, shall be clearly documented in profit interest award agreements. + +2. **Section 83(b) Elections**: + + * Members receiving profit interests subject to vesting shall be advised of their right to make an election under Section 83(b) of the Internal Revenue Code. + + * The Series shall provide: + * Information about the potential tax implications of Section 83(b) elections + * Sample election forms and filing instructions + * Reminders of the 30-day filing deadline + * Confirmation of receipt of filed elections + + * Members shall be encouraged to consult with their own tax advisors regarding Section 83(b) elections. + +3. **Forfeiture of Unvested Interests**: + + * Unvested profit interests shall be subject to forfeiture upon: + * Termination of a Member's relationship with the Series + * Failure to meet specified vesting conditions + * Other circumstances specified in the profit interest award agreement + + * Forfeited profit interests shall: + * Be cancelled + * Not be redistributed to other Members + * Result in the remaining Members in the same stakeholder category receiving proportionally larger distributions (due to fewer members sharing the category's allocation) + + * The forfeiture of unvested profit interests shall be documented in the electronic records system. + +### Section 5.3 - Distribution Decisions and Procedures + +1. **Distribution Decisions**: + + * The decision to make distributions shall be made by the Board after consideration of: + * The Series' financial performance + * Cash flow requirements + * Working capital needs + * Reserves for future operations, investments, and contingencies + * Strategic objectives and growth plans + * Recommendations from stakeholder circles + + * The Board may establish a distribution policy setting guidelines for the frequency and amount of distributions. + +2. **Distribution Procedures**: + + * All distributions shall be processed through TCTC in accordance with Section 3.1 of the Parent Agreement. + + * Distributions shall be made in the following sequence: + * First, to the stakeholder categories according to their allocation percentages + * Second, within each stakeholder category, equally among all Members in that category + + * Distributions to Members shall be made by electronic funds transfer to accounts designated by the Members. + +3. **Distribution Limitations**: + + * No distributions shall be made if, after giving effect to the distribution: + * The Series would not be able to pay its debts as they become due + * The Series' total assets would be less than its total liabilities + * The distribution would violate any financing covenants or agreements + + * The Board shall certify that any distribution complies with these limitations. + +4. **Tax Distributions**: + + * The Series may make special tax distributions to Members to cover tax liabilities resulting from the Series' operations. + + * Tax distributions, if made, shall: + * Be based on the highest combined federal, state, and local tax rates applicable to any Member + * Be considered advances against future regular distributions + * Follow the same allocation percentages and equal distribution principle as regular distributions + + * Tax distributions shall be made at such times as to enable Members to make required estimated tax payments. + +### Section 5.4 - Profit Interest Transfer Restrictions + +1. **Transfer Restrictions**: + + * All profit interests shall be subject to the transfer restrictions contained in Section 5.6 of the Parent Agreement. + + * No Member may sell, assign, transfer, pledge, hypothecate, or otherwise dispose of or encumber any profit interest without: + * Prior written consent of the Board + * Compliance with all securities laws + * Compliance with the procedures specified in this Agreement and the Parent Agreement + + * Any attempted transfer in violation of these restrictions shall be void and of no effect. + +2. **Permitted Transfers**: + + * The Board may, in its discretion, approve transfers that: + * Are to entities controlled by the Member + * Are for estate planning purposes + * Are to family members in accordance with the Series' policies + * Would not adversely affect the Series' operations or governance + + * All permitted transfers must comply with: + * Securities law requirements + * The documentation requirements of Section 5.7 of the Parent Agreement + * The classification requirements of Article 5 of the Parent Agreement + +3. **Automatic Conversion Upon Involuntary Transfer**: + + * In accordance with Section 5.5 of the Parent Agreement, any profit interest that is subject to involuntary transfer shall automatically convert to a Class C Membership Interest. + + * Involuntary transfers include those resulting from: + * Court judgments + * Bankruptcy proceedings + * Contested divorce proceedings + * Death (unless otherwise provided for) + * Any other non-voluntary mechanism + + * The Series shall document all such conversions in the electronic records system. + +## ARTICLE 6 - SERIES OPERATIONS + +### Section 6.1 - Business Operations + +1. **Business Focus**: + + * The Series shall focus on planning, building, deploying, and operating internet service provider points of presence, including: + * Network infrastructure development + * Hardware and equipment procurement and installation + * Software systems implementation + * Technical support and maintenance + * Customer service operations + * Connectivity services delivery + + * The Series may engage in related business activities that support or enhance its primary focus. + +2. **Operational Planning**: + + * The Series shall maintain: + * A strategic plan covering at least three years + * An annual operating plan and budget + * A rolling network deployment plan + * Capital expenditure projections + + * These plans shall be reviewed and updated regularly by the Board with input from all stakeholder categories. + +3. **Project Management**: + + * Network buildout projects shall be managed using: + * Standardized project management methodologies + * Clear documentation requirements + * Regular progress reporting + * Quality control procedures + * Performance metrics monitoring + + * Project management systems shall be implemented through the IT services provided by KNEL. + +4. **Service Delivery Standards**: + + * The Series shall establish and maintain service delivery standards that: + * Define quality metrics for network services + * Establish performance benchmarks + * Specify uptime and reliability targets + * Set customer response time goals + * Include regular service review processes + + * These standards shall be developed with input from all stakeholder categories and approved by the Board. + +### Section 6.2 - Subsidiary Series + +1. **Establishment of Subsidiary Series**: + + * The Series may establish subsidiary series for specific purposes, such as: + * Geographic market expansion + * Specialized service offerings + * Major infrastructure projects + * Strategic initiatives + + * Each subsidiary series shall be established through: + * Board approval + * Filing of required notices with the Texas Secretary of State + * Adoption of a subsidiary series operating agreement + * Compliance with all requirements of the Parent Agreement + +2. **Subsidiary Series Governance**: + + * Each subsidiary series shall: + * Have its own governance structure as defined in its operating agreement + * Be subject to oversight by a dedicated Board committee as specified in Section 2.4 + * Implement the FairShares Model unless specifically exempted by the Board + * Report regularly to the Series' Board + + * The Series' Board shall retain ultimate authority over all subsidiary series. + +3. **Subsidiary Series Operations**: + + * Each subsidiary series shall: + * Maintain separate books and records through KNEL + * Have separate bank accounts through TCTC + * Comply with all mandatory operational requirements of the Parent Agreement + * Operate within parameters established by the Series' Board + * Maintain its own membership structure and records + +4. **Inter-Series Relationships**: + + * Relationships between the Series and its subsidiary series shall be: + * Formally documented + * At arm's length + * Based on fair market value for any services or resources + * Structured to maintain series isolation + * Transparent to all Members + +### Section 6.3 - Financial Management + +1. **Financial Controls**: + + * The Series shall implement comprehensive financial controls, including: + * Separation of duties for financial transactions + * Multiple approval levels for expenditures + * Regular reconciliation of accounts + * Internal audit procedures + * Expense approval policies + + * All financial controls shall be implemented through TCTC systems. + +2. **Budget Process**: + + * The Series shall follow an annual budget process that includes: + * Input from all stakeholder categories + * Detailed revenue and expense projections + * Capital expenditure planning + * Cash flow forecasting + * Comparison to strategic objectives + + * The annual budget shall be approved by the Board. + +3. **Financial Reporting**: + + * The Series shall provide: + * Monthly financial statements to the Board + * Quarterly financial reports to all Members + * Annual audited financial statements + * Project-specific financial reporting + * Performance metrics tracking + + * All financial reporting shall be managed through TCTC and KNEL systems. + +4. **Tax Matters**: + + * The Series shall: + * Maintain separate tax accounting + * File required tax returns and reports + * Issue Schedule K-1s or other required tax forms to Members + * Provide tax information to Members in a timely manner + * Engage qualified tax professionals as needed + + * The Series shall designate a Tax Matters Representative to handle tax matters on behalf of the Series. + +### Section 6.4 - Network Buildout Process + +1. **Network Planning Phase**: + + * The network planning process shall include: + * Market analysis and demand assessment + * Technical feasibility studies + * Preliminary design specifications + * Cost estimations + * Regulatory and compliance review + + * Planning outputs shall include detailed documentation suitable for financing applications to HFNFC. + +2. **Financing Application and Approval**: + + * All network buildout projects shall require financing approval from HFNFC through: + * Submission of standardized financing application packages + * Review and approval by the HFNFC Coordination Committee + * Formal financing approval from HFNFC + * Documentation of financing terms and conditions + * Implementation of financing agreement + +3. **Procurement and Implementation**: + + * Upon financing approval, the Series shall: + * Initiate procurement processes for equipment and services + * Finalize technical designs + * Secure necessary permits and authorizations + * Engage contractors and service providers + * Implement project management protocols + + * All procurement shall comply with policies established by the Board. + +4. **Deployment and Activation**: + + * Network deployment shall include: + * Equipment installation and configuration + * System integration and testing + * Quality assurance verification + * Documentation of as-built specifications + * Training of operational personnel + + * Network activation shall include: + * Systematic testing of all components + * Performance verification against specifications + * Customer onboarding processes + * Transition to operational status + * Post-implementation review + +5. **Operations and Maintenance**: + + * Ongoing operations shall include: + * 24/7 monitoring and support + * Preventative maintenance procedures + * Performance optimization + * Security management + * Customer support services + + * The Series shall establish operational metrics and reporting systems to track network performance and service quality. + +### Section 6.5 - Classified Facilities and Operations + +1. **Classified Balloon Launch Facilities**: + + * The Series may establish and operate classified balloon launch facilities that: + * Support aerial network infrastructure deployment + * Comply with all applicable federal, state, and local regulations + * Maintain appropriate security protocols and clearances + * Operate under specialized governance procedures + + * All classified balloon launch facilities shall: + * Be physically secured with appropriate access controls + * Employ personnel with necessary security clearances + * Implement secure communications and data handling protocols + * Maintain compliance with airspace regulations and restrictions + * Follow specialized emergency response procedures + * Operate under compartmentalized information policies + * Maintain secure supply chains for critical components + + * The Board shall establish a Classified Operations Oversight Committee that: + * Includes members with appropriate security clearances + * Conducts regular security audits and compliance reviews + * Approves operational protocols for classified facilities + * Reports on general status to the full Board while maintaining appropriate information compartmentalization + +2. **Classified Network Operation Centers (NOCs)**: + + * The Series may establish and operate classified Network Operation Centers that: + * Monitor and manage secure network infrastructure + * Implement specialized security protocols + * Support sensitive customer requirements + * Handle classified data and communications + + * All classified NOCs shall: + * Be physically secured with multi-layered access controls + * Be staffed by personnel with appropriate security clearances + * Implement secure systems for network monitoring and management + * Maintain air-gapped operations where required by security protocols + * Implement specialized incident response procedures + * Undergo regular security assessments and penetration testing + * Maintain backup and disaster recovery capabilities that meet or exceed government standards + + * Classified NOC operations shall: + * Be segregated from standard network operations + * Implement specialized change management procedures + * Follow strict data handling and destruction protocols + * Maintain detailed access and activity logs + * Conduct regular security drills and tabletop exercises + +3. **Security Clearance Requirements**: + + * The Series shall establish a security clearance management program that: + * Facilitates appropriate clearance levels for personnel + * Maintains compliance with all clearance requirements + * Implements continuous monitoring and periodic reinvestigations + * Provides secure facilities for handling classified information + * Ensures proper indoctrination and training for cleared personnel + + * The Board shall approve policies regarding: + * Clearance sponsorship criteria + * Interim access protocols + * Clearance reciprocity with government agencies and contractors + * Security violation reporting and mitigation + * Counterintelligence awareness programs + +4. **Compliance with Government Regulations**: + + * All classified operations shall comply with: + * Relevant National Industrial Security Program (NISP) requirements + * Applicable Intelligence Community Directives + * Department of Defense security requirements + * Federal Aviation Administration regulations for aerial operations + * Specific requirements from government customers or partners + * Export control regulations + * Specialized reporting requirements + + * The Series shall maintain: + * A Facility Security Officer (FSO) with appropriate credentials + * Current facility clearances as required + * Documentation of all security inspections and reviews + * Secure procedures for classified contracting + * Specialized accounting procedures for classified programs + +5. **Governance of Classified Operations**: + + * The governance of classified operations shall balance: + * The need for security and compartmentalization + * The FairShares Model principles + * Oversight and accountability requirements + * Operational effectiveness + + * The Board shall: + * Establish a specialized governance framework for classified operations + * Ensure appropriate oversight while respecting need-to-know principles + * Approve secure funding mechanisms for classified operations + * Review performance metrics that can be shared at the appropriate classification level + * Ensure compliance with all security requirements + + * The Series shall implement specialized reporting procedures that: + * Provide appropriate oversight + * Maintain information security + * Document decision-making + * Ensure accountability + +### Section 6.6 - Federal Government Contracting and Accounting + +1. **Federal Acquisition Regulation (FAR) Compliance**: + + * The Series shall establish comprehensive systems and procedures to ensure compliance with: + * Federal Acquisition Regulation (FAR) requirements + * Agency-specific supplements to the FAR (DFARS, GSAR, etc.) + * Executive Orders applicable to federal contractors + * Small business subcontracting requirements + * Flow-down clauses to subcontractors and vendors + + * The Series shall maintain: + * A FAR compliance officer or designated responsible individual + * Current copies of all applicable regulations + * Documentation of compliance measures + * Training programs for personnel involved in government contracting + * Systems for monitoring regulatory changes and updates + +2. **Cost Accounting Standards (CAS) Compliance**: + + * For contracts subject to Cost Accounting Standards, the Series shall: + * Implement compliant cost accounting systems + * Develop and maintain a CAS Disclosure Statement when required + * Establish consistent practices for allocating direct and indirect costs + * Implement appropriate timekeeping systems for labor charging + * Maintain documentation of cost accounting practices + * Conduct regular internal reviews of CAS compliance + * Implement proper segregation of unallowable costs + + * The Series shall establish accounting policies addressing: + * Consistent cost allocation methodologies + * Treatment of direct vs. indirect costs + * Unallowable cost identification and segregation + * Consistent application of accounting periods + * Proper capital asset accounting + * Consistent treatment of costs across all contracts + +3. **Government Contract Administration**: + + * The Series shall establish specialized contract administration procedures for government contracts, including: + * Proposal development and submission protocols + * Contract negotiation procedures + * Contract performance monitoring + * Deliverable tracking and quality assurance + * Compliance with reporting requirements + * Management of contract modifications + * Closeout procedures for completed contracts + * Subcontractor management and oversight + + * For contract performance, the Series shall maintain: + * Systems to track contract deliverables and milestones + * Procedures for government-required reporting + * Quality control systems that meet government requirements + * Documentation of all significant decisions and communications + * Systems to ensure compliance with contract terms and conditions + +4. **Federal Audit Readiness**: + + * The Series shall maintain audit readiness for: + * Defense Contract Audit Agency (DCAA) audits + * Inspector General (IG) audits + * Government Accountability Office (GAO) reviews + * Agency-specific compliance reviews + * Contract-specific audits + + * Audit readiness measures shall include: + * Proper documentation of all transactions + * Regular internal reviews and self-audits + * Maintenance of supporting documentation + * Training for personnel on audit requirements + * Established protocols for responding to audit requests + * Documentation of corrective actions for any identified issues + +5. **Specialized Federal Accounting Requirements**: + + * The Series shall implement specialized accounting procedures for: + * Segregation of costs by contract and funding type + * Tracking funding by appropriation + * Monitoring contract funding limitations + * Preventing Anti-Deficiency Act violations + * Managing government-furnished property + * Tracking cost-sharing requirements when applicable + * Maintaining documentation for the period required by federal regulations + + * The Series shall implement systems to ensure: + * Proper billing in accordance with contract terms + * Accurate incurred cost submissions when required + * Compliance with Limitation of Cost/Limitation of Funds clauses + * Proper accounting for advance payments and performance-based payments + * Accurate calculation of fees and incentives + +6. **Ethics and Compliance Program for Government Contracting**: + + * The Series shall establish a comprehensive ethics and compliance program addressing: + * Procurement integrity + * Organizational conflicts of interest + * Personal conflicts of interest + * Gifts and gratuities restrictions + * Hiring of former government employees + * Mandatory disclosure requirements + * Whistleblower protections + * Lobbying restrictions and reporting + + * The program shall include: + * Regular training for all personnel involved in government contracts + * Clear reporting mechanisms for potential violations + * Investigation procedures for reported issues + * Documentation of all compliance activities + * Annual certification of compliance + * Regular program assessment and updates + +7. **Socioeconomic Program Compliance**: + + * The Series shall implement systems to comply with federal socioeconomic requirements, including: + * Small business subcontracting plans and goals + * Small disadvantaged business utilization + * Women-owned small business participation + * Service-disabled veteran-owned small business utilization + * HUBZone business participation + * Labor surplus area concerns + * Historically Black College and University involvement + + * The Series shall maintain: + * Documentation of good faith efforts to meet goals + * Systems for identifying qualified diverse suppliers + * Required reporting on socioeconomic program achievements + * Mentor-protégé program participation when applicable + +8. **Federal Contract Revenue Recognition**: + + * The Series shall establish accounting policies for government contract revenue recognition that: + * Comply with Generally Accepted Accounting Principles (GAAP) + * Address fixed-price, cost-reimbursement, and time-and-materials contracts + * Include proper treatment of contract modifications + * Address award and incentive fees + * Include proper treatment of contract financing payments + * Address milestone and performance-based payments + + * Revenue recognition policies shall be: + * Consistently applied + * Properly documented + * Regularly reviewed for compliance with accounting standards + * Approved by the Board's Finance Committee + +9. **Contract Data Security and Cybersecurity Requirements**: + + * The Series shall implement systems to comply with: + * Cybersecurity Maturity Model Certification (CMMC) requirements + * NIST SP 800-171 requirements for controlled unclassified information + * Contract-specific security requirements + * Cloud computing security requirements (FedRAMP) + * Data sovereignty requirements + * Incident reporting requirements + + * Security compliance measures shall include: + * Regular security assessments + * System security plans + * Supply chain risk management + * Security training for personnel + * Documentation of compliance measures + * Continuous monitoring systems + +## ARTICLE 7 - AMENDMENTS AND MISCELLANEOUS PROVISIONS + +### Section 7.1 - Amendment Process + +1. **Amendment Authority**: This Agreement may be amended only by: + + * Proposal by: + * The Board + * Any stakeholder category circle with approval from at least 75% of its members + * At least 25% of all Members, with representation from each stakeholder category + + * Review by all stakeholder category circles, with each circle providing feedback through its sociocratic process + + * Consent of the Board following consideration of all stakeholder feedback + + * Final approval by at least 75% of all Class A Members, with at least 60% approval from each stakeholder category + +2. **Amendment Limitations**: No amendment may: + + * Conflict with the Parent Agreement + + * Alter the FairShares Model's fundamental principles, including: + * The four stakeholder categories + * The equal distribution principle within categories + * Proportional board representation + + * Eliminate the Board's ultimate governing authority + + * Modify the relationship with HFNFC for network buildout financing + + * Override the mandatory operational requirements of the Parent Agreement + +3. **Amendment Documentation**: All amendments shall be: + + * Documented in writing + + * Maintained in the electronic records system + + * Distributed to all Members + + * Filed with appropriate governmental authorities if required + +### Section 7.2 - Dispute Resolution + +1. **Internal Dispute Resolution**: + + * Disputes within the Series shall first be addressed through: + * Direct communication between the affected parties + * Facilitated discussion using sociocratic methods + * Mediation by a neutral party selected by consent of the disputing parties + + * If not resolved through these methods, disputes shall be referred to: + * The appropriate stakeholder circle(s) for matters specific to one stakeholder category + * The Board for matters affecting multiple stakeholder categories or the Series as a whole + +2. **External Dispute Resolution**: + + * Disputes with external parties shall be managed according to: + * The dispute resolution provisions in the relevant contract, if applicable + * The dispute resolution procedures in Schedule H of the Parent Agreement + + * The Series shall attempt to resolve all disputes through negotiation and mediation before resorting to arbitration or litigation. + +3. **Disputes with HFNFC**: + + * Disputes specifically related to network buildout financing shall be addressed through: + * Initial resolution attempts by the HFNFC Coordination Committee + * If unresolved, escalation to the Board and HFNFC leadership + * If still unresolved, mediation as provided in the Parent Agreement + +### Section 7.3 - Indemnification + +1. **Indemnification Coverage**: + + * The Series shall indemnify to the fullest extent permitted by law: + * Board members + * Officers + * Committee members + * Other authorized representatives + + * Indemnification shall cover: + * Legal expenses + * Judgments + * Settlements + * Other costs + + * Indemnification shall apply to actions taken in good faith and in the best interest of the Series. + +2. **Advancement of Expenses**: + + * The Series shall advance legal expenses upon receipt of: + * A written undertaking to repay if indemnification is ultimately not appropriate + * A written affirmation of good faith belief that the standard for indemnification has been met + * Documentation of the expenses incurred + + * The Board shall review advancement requests and may deny advancement only for specified reasons. + +3. **Insurance**: + + * The Series shall maintain appropriate insurance coverage for: + * Directors and officers liability + * General liability + * Property and casualty + * Cyber liability + * Other risks as determined by the Board + +### Section 7.4 - Miscellaneous Provisions + +1. **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles. + +2. **Integration**: This Agreement, together with the Parent Agreement, constitutes the entire agreement among the parties with respect to the subject matter hereof. + +3. **Severability**: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. + +4. **No Third-Party Beneficiaries**: This Agreement is made solely for the benefit of the parties hereto and their permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement. + +5. **Confidentiality**: Members shall maintain the confidentiality of the Series' confidential information and shall not disclose such information to third parties without authorization. + +6. **Force Majeure**: No party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, or natural disaster. + +7. **Electronic Communications**: All notices, consents, and other communications may be delivered electronically through the systems provided by KNEL. + +8. **Waiver**: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach. + +9. **Interpretation**: The headings in this Agreement are for convenience only and shall not affect its interpretation. + +10. **Counterparts**: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. + +## ARTICLE 8 - EXECUTION + +IN WITNESS WHEREOF, this Operating Agreement has been executed effective as of the Effective Date. + +Pursuant to the electronic recordkeeping requirements contained in Section 3.2 of the Parent Agreement, this Agreement shall be executed solely through the Known Element Enterprises (KNEL) Electronic Signature System and recorded in the electronic records system. Physical signatures shall neither be required nor accepted. + +Electronic signatures executed through the KNEL Electronic Signature System shall have the same legal effect, validity, and enforceability as a manually executed signature to the fullest extent permitted by applicable law. + +Each signatory represents and warrants that: + +1. They have the authority to execute this Agreement on behalf of the entity they represent; + +2. They have reviewed this Agreement in its entirety; + +3. They understand and agree to all terms and conditions contained herein; and + +4. Their electronic signature constitutes their free, voluntary, and binding act. + +Upon execution, this Agreement shall be automatically recorded and maintained within the electronic records system as the authoritative copy. Each signatory shall receive electronic confirmation of execution and access to the fully executed Agreement through the KNEL system. + +[ELECTRONIC SIGNATURE BLOCKS FOR EACH REQUIRED SIGNATORY] \ No newline at end of file diff --git a/Input-human/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md b/Input-human/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md new file mode 100644 index 0000000..ac7ba8d --- /dev/null +++ b/Input-human/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md @@ -0,0 +1,54 @@ +# HFNOC / HFNFC Operating Agreement Instructions + +I need to create an operating agreement for High Flight Network Operating Company Group (series) LLC (HFNOC), and High Flight Network Finance Company Group (HFNFC) which are both series of Turnkey Network Systems LLC. Please incorporate the following key elements: + +1. HFNOC's /HFNFC’s Board has ultimate governing authority over all HFNOC/HFNFC operations, decisions, policies, and affairs. While HFNOC / HFNFC exists as series of the Parent LLC, they maintains fully autonomous decision-making authority. + +2. The FairShares Model with four stakeholder categories: + + - Founder Members + - Labor Members + - User Members + - Investor Members + +3. Equal distribution principles: + + - Total profits allocated between categories according to specified percentages [leave placeholders] + - Within each category, all members receive equal profit interests regardless of contribution size + - Each category has proportional board representation based on their allocation ratio + +4. Three-class membership structure (to comply with parent LLC requirements): + + - Class A: full voting and economic rights + - Class B: economic rights only + - Class C: limited rights (resulting from involuntary transfers) + +5. Electronic membership registry maintained by KNEL, which is the mandatory IT service provider. + +6. Relationship with High Flight Network Finance Company (HFNFC): + + - HFNOC must ONLY use HFNFC for all network buildout financing + - HFNOC's Board maintains operational authority over network buildouts while HFNFC has financing authority + - Establish a permanent HFNFC Coordination Committee of the HFNOC Board with specific duties including: + * Regular meetings with HFNFC leadership + * Coordinating the financing application process + * Monitoring the relationship and resolving disputes + * Reporting to the full HFNOC Board quarterly + * Developing standardized processes and documentation + +7. Dedicated oversight committee for each subsidiary series of HFNOC, with: + - At least three Board members from different stakeholder categories + - Regular reporting to the full HFNOC Board + - Monitoring of operations, performance, and compliance + +8. Provisions for Section 83(b) elections for profit interests subject to vesting. + +9. Sociocratic governance principles with interconnected circles, double-linking, and consent-based decision-making. + +10. HFNOC is in the business of planning, building, deploying, and operating internet service provider points of presence. + +10. HFNFC is in the business of financing the land, buildings, construction, equipment etc needed for a successful HFNOC deployment. + +Please create a comprehensive operating agreement that addresses all these elements while ensuring the HFNOC/HFNFC Board's ultimate authority is clear throughout. + +Please reference ./HFNOC-DraftOperatingAgreement.md for an existing draft we created awhile ago. diff --git a/Input-human/OperatingAgreements/RWSCP-DraftOperatingAgreement.md b/Input-human/OperatingAgreements/RWSCP-DraftOperatingAgreement.md new file mode 100644 index 0000000..fb7a180 --- /dev/null +++ b/Input-human/OperatingAgreements/RWSCP-DraftOperatingAgreement.md @@ -0,0 +1,397 @@ +# OPERATING AGREEMENT OF REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC A TEXAS SERIES LIMITED LIABILITY COMPANY + +THIS OPERATING AGREEMENT (the "Agreement") of REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC, a Texas series limited liability company (the "Company"), is made and entered into effective as of [DATE], by and between the Company and WYBLE FAMILY OFFICE GROUP LLC - REDWOOD GP SERIES, a Texas series limited liability company (the "Member" or "General Partner"). + +## RECITALS + +WHEREAS, the Company has been organized as a series limited liability company under the Texas Business Organizations Code (the "TBOC"); + +WHEREAS, the Company is a protected series of Turnkey Network Systems LLC, a Texas series limited liability company (the "Parent LLC"); + +WHEREAS, the Company will operate under the trade name "Redwood Springs Capital Partners LLC"; + +WHEREAS, the Company is being formed to serve as a capital management company that will create, manage, and operate investment funds organized as series limited liability companies ("Fund Series") under the Company; + +WHEREAS, the Member desires to set forth the rights, obligations, and duties of the Member, the management and operation of the Company, and the creation and management of Fund Series; + +NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows: + +## ARTICLE I + +## ORGANIZATION + +### 1.1 Formation + +The Company has been formed as a series limited liability company under and pursuant to the provisions of the TBOC. The rights and liabilities of the Member shall be as provided under the TBOC, the Certificate of Formation, and this Agreement. + +### 1.2 Name + +The name of the Company is "Redwood Springs Capital Partners Group LLC". The Company may conduct business under the name "Redwood Springs Capital Partners LLC" or other names as determined by the Member from time to time. + +### 1.3 Registered Office; Registered Agent + +The Company's initial registered office and the name of its initial registered agent shall be as set forth in the Certificate of Formation. The Member may change the registered office and registered agent as it deems necessary from time to time. + +### 1.4 Principal Place of Business + +The principal place of business of the Company shall be at such place as the Member may designate from time to time. + +### 1.5 Purpose + +The Company is organized for the purpose of: +(a) Creating, managing, and operating Fund Series that will make investments in various business enterprises; +(b) Serving as a capital management company that will handle all capital raising and capitalization for other series of the Parent LLC; +(c) Engaging in any lawful business, purpose, or activity permitted under the TBOC; and +(d) Having and exercising all of the powers conferred by the TBOC. + +### 1.6 Term + +The term of the Company commenced on the date the Certificate of Formation was filed with the Texas Secretary of State and shall continue until the Company is dissolved in accordance with the provisions of this Agreement. + +### 1.7 Relationship to Parent LLC + +The Company is a protected series of the Parent LLC. As a "Cell Series," the Company shall maintain enhanced autonomy from the Parent LLC as set forth in this Agreement. + +## ARTICLE II + +## CAPITAL CONTRIBUTIONS + +### 2.1 Initial Capital Contributions + +The Member shall not be required to make any initial capital contribution to the Company. Any expenses associated with the formation, management, or administration of the Company shall be borne by the Member. + +### 2.2 Additional Capital Contributions + +The Member shall not be required to make any additional capital contributions to the Company. The Member may, in its sole discretion, make additional capital contributions to the Company as it deems necessary or appropriate. + +### 2.3 Capital Accounts + +A capital account shall be established and maintained for the Member in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder. + +### 2.4 No Interest on Capital Contributions + +The Member shall not be entitled to receive any interest on its capital contributions. + +### 2.5 No Withdrawal of Capital Contributions + +The Member shall not be entitled to withdraw any part of its capital contributions except as expressly provided in this Agreement. + +## ARTICLE III + +## MEMBERS AND MEMBERSHIP INTERESTS + +### 3.1 Initial Member + +The initial Member of the Company is Wyble Family Office Group LLC - Redwood GP Series. The Member shall also serve as the General Partner of the Company. + +### 3.2 Membership Interests + +The Member shall own one hundred percent (100%) of the membership interests of the Company, including one hundred percent (100%) of the profits, losses, and distributions of the Company. + +### 3.3 Limited Liability + +The Member shall not be liable for the debts, liabilities, or obligations of the Company beyond the amount of capital contributions made by the Member. + +### 3.4 Additional Members + +No additional members shall be admitted to the Company without the prior written consent of the Member. + +### 3.5 Meetings of Members + +As the Company has only one Member, no meetings of members are required. All actions requiring the vote or approval of members may be taken by written consent of the Member. + +## ARTICLE IV + +## MANAGEMENT AND CONTROL + +### 4.1 Management by Member + +The business and affairs of the Company shall be managed by the Member acting in its capacity as the General Partner. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business. + +### 4.2 Board of Directors + +The Company shall have a Board of Directors (the "Board") that shall provide oversight and strategic direction for the Company. The Board shall have such authority and responsibilities as delegated by the Member. [PLACEHOLDER: Board composition, appointment process, powers, and procedures will be inserted here.] + +### 4.3 Officers + +The Member may, from time to time, designate one or more individuals as officers of the Company. The officers shall serve at the pleasure of the Member and shall have such titles and duties as the Member may determine. + +### 4.4 Limitation of Liability + +To the fullest extent permitted by applicable law, the Member, the directors, and the officers of the Company shall not be liable to the Company for any loss, damage, or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement. + +### 4.5 Indemnification + +To the fullest extent permitted by applicable law, the Member, the directors, and the officers of the Company shall be entitled to indemnification from the Company for any loss, damage, or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement. + +## ARTICLE V + +## ALLOCATIONS AND DISTRIBUTIONS + +### 5.1 Allocations of Profits and Losses + +All profits and losses of the Company shall be allocated to the Member. + +### 5.2 Distributions + +Distributions shall be made to the Member at the times and in the amounts determined by the Member. All distributions shall be made to the Member. + +### 5.3 Tax Distributions + +The Company shall make distributions to the Member in amounts sufficient to satisfy the Member's tax obligations arising from the Company's operations. + +## ARTICLE VI + +## FUND SERIES + +### 6.1 Establishment of Fund Series + +The Company shall have the authority to establish one or more Fund Series without requiring approval from the Parent LLC. Each Fund Series shall be established by filing a Certificate of Formation for a Protected Series with the Texas Secretary of State and by adopting a series operating agreement. + +### 6.2 Purpose of Fund Series + +Each Fund Series shall be established for the purpose of raising capital from limited partners and making investments in accordance with the investment strategy established for such Fund Series. + +### 6.3 Management of Fund Series + +Each Fund Series may be member-managed or manager-managed, as determined by the Member at the time of establishing such Fund Series. The Company, acting through the Member, shall have the authority to manage and control the business and affairs of each Fund Series, subject to the terms of the applicable series operating agreement. + +### 6.4 Limited Partners + +Each Fund Series may admit limited partners in accordance with the terms of the applicable series operating agreement. The admission, withdrawal, or removal of limited partners shall not require approval from the Parent LLC. + +### 6.5 Capital Contributions to Fund Series + +The Company, acting as the general partner of each Fund Series, shall make capital contributions to such Fund Series as required by the applicable series operating agreement. Limited partners shall make capital contributions to the applicable Fund Series as set forth in the applicable series operating agreement or subscription agreement. + +### 6.6 Profits and Losses of Fund Series + +The profits and losses of each Fund Series shall be allocated between the Company (as general partner) and the limited partners in accordance with the applicable series operating agreement. Typically, this will include: + +(a) Management Fees: [PLACEHOLDER: Management fee structure to be determined for each Fund Series] + +(b) Carried Interest: [PLACEHOLDER: Carried interest structure to be determined for each Fund Series] + +(c) Hurdle Rate: [PLACEHOLDER: Hurdle rate to be determined for each Fund Series] + +(d) Distribution Waterfall: [PLACEHOLDER: Distribution waterfall to be determined for each Fund Series] + +### 6.7 Dissolution of Fund Series + +The Company shall have the authority to dissolve any Fund Series in accordance with the applicable series operating agreement without requiring approval from the Parent LLC. + +### 6.8 Relationship between Fund Series + +Each Fund Series shall maintain separate and distinct records, assets, liabilities, business operations, and purposes. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund Series shall be enforceable only against the assets of that Fund Series and not against the assets of the Company generally or any other Fund Series. + +## ARTICLE VII + +## BOOKS, RECORDS, AND ACCOUNTING + +### 7.1 Books and Records + +The Company shall maintain complete and accurate books and records of the Company's business and affairs as required by the TBOC. Such books and records shall be maintained at the Company's principal place of business. + +### 7.2 Fiscal Year + +The fiscal year of the Company shall be the calendar year. + +### 7.3 Bank Accounts + +The Member shall maintain one or more accounts in the name of the Company at such banks or other financial institutions as the Member shall determine. The Member shall determine who shall have the authority to make deposits to and withdrawals from such accounts. + +### 7.4 Tax Matters + +The Member shall serve as the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code. The Member shall have the authority to make all tax elections and decisions on behalf of the Company. + +### 7.5 Financial Reports + +The Company shall prepare and provide to the Member such financial reports as the Member may reasonably request. The Company shall provide financial reports to investors in each Fund Series in accordance with the applicable series operating agreement. + +## ARTICLE VIII + +## TRANSFERS OF INTERESTS + +### 8.1 Restriction on Transfers + +The Member shall not transfer all or any portion of its membership interest in the Company without the prior written consent of the Parent LLC, which consent shall not be unreasonably withheld, conditioned, or delayed. + +### 8.2 Permitted Transfers + +Notwithstanding Section 8.1, the Member may transfer all or any portion of its membership interest in the Company to any entity that is controlled by, controlling, or under common control with the Member without the consent of the Parent LLC. + +### 8.3 Transfers of Limited Partner Interests + +Limited partners in any Fund Series may transfer their limited partner interests only in accordance with the terms of the applicable series operating agreement. Typically, such transfers will be subject to: + +(a) Right of First Refusal: [PLACEHOLDER: Right of first refusal provisions to be determined for each Fund Series] + +(b) Approval Requirements: [PLACEHOLDER: Approval requirements to be determined for each Fund Series] + +(c) Transfer Restrictions: [PLACEHOLDER: Transfer restrictions to be determined for each Fund Series] + +### 8.4 Withdrawal or Removal of Limited Partners + +Limited partners may withdraw from or be removed from any Fund Series only in accordance with the terms of the applicable series operating agreement. Typically, such withdrawals or removals will be subject to: + +(a) Withdrawal Limitations: [PLACEHOLDER: Withdrawal limitations to be determined for each Fund Series] + +(b) Removal for Cause: [PLACEHOLDER: Removal for cause provisions to be determined for each Fund Series] + +(c) Buyout Provisions: [PLACEHOLDER: Buyout provisions to be determined for each Fund Series] + +## ARTICLE IX + +## CONFIDENTIALITY AND NON-DISCLOSURE + +### 9.1 Confidential Information + +The Member acknowledges that in connection with its membership in the Company, it will receive or have access to confidential and proprietary information of the Company, the Fund Series, and their respective portfolio companies, including, without limitation, financial information, investment strategies, investor lists, business plans, and other proprietary information ("Confidential Information"). The Member agrees to maintain the confidentiality of all Confidential Information and not to disclose such Confidential Information to any third party without the prior written consent of the Company. + +### 9.2 Exceptions + +The obligations set forth in Section 9.1 shall not apply to any Confidential Information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Member, (b) was known by the Member prior to its disclosure by the Company, (c) becomes known to the Member from a source other than the Company, provided that such source is not known by the Member to be bound by a confidentiality agreement with the Company, or (d) is required to be disclosed by law or legal process. + +### 9.3 Return of Confidential Information + +Upon the dissolution of the Company, the Member shall return or destroy all Confidential Information in its possession. + +## ARTICLE X + +## NON-COMPETITION AND NON-SOLICITATION + +### 10.1 Non-Competition + +During the term of the Company and for a period of one (1) year following the dissolution of the Company, the Member shall not, directly or indirectly, engage in any business that competes with the business of the Company or any Fund Series within the State of Texas. + +### 10.2 Non-Solicitation + +During the term of the Company and for a period of two (2) years following the dissolution of the Company, the Member shall not, directly or indirectly, solicit any investor, portfolio company, or service provider of the Company or any Fund Series for the purpose of providing services that are competitive with the services provided by the Company or any Fund Series. + +### 10.3 Acknowledgment + +The Member acknowledges that the restrictions contained in this Article X are reasonable and necessary to protect the legitimate interests of the Company and that any violation of such restrictions would result in irreparable harm to the Company. + +## ARTICLE XI + +## REPORTING REQUIREMENTS + +### 11.1 Reports to Member + +The Company shall provide to the Member the following reports: + +(a) Annual financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within ninety (90) days after the end of each fiscal year; + +(b) Quarterly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within forty-five (45) days after the end of each fiscal quarter; + +(c) Monthly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within thirty (30) days after the end of each fiscal month; and + +(d) Such other reports as the Member may reasonably request from time to time. + +### 11.2 Reports to Limited Partners + +The Company shall provide to the limited partners of each Fund Series such reports as are required by the applicable series operating agreement. Typically, such reports will include: + +(a) Annual audited financial statements of the Fund Series; + +(b) Quarterly unaudited financial statements of the Fund Series; + +(c) Annual tax information, including Schedule K-1s; and + +(d) Quarterly investment reports, including summaries of portfolio companies, investment performance, and significant events. + +## ARTICLE XII + +## DISPUTE RESOLUTION + +### 12.1 Negotiation + +In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof, the parties shall attempt in good faith to resolve such dispute, controversy, or claim by negotiation between representatives of each party with authority to settle the dispute. + +### 12.2 Mediation + +If the dispute, controversy, or claim is not resolved by negotiation within thirty (30) days after a party has requested such negotiation, then the parties shall attempt in good faith to resolve the dispute through non-binding mediation conducted in [COUNTY], Texas, in accordance with the mediation rules of the American Arbitration Association. + +### 12.3 Arbitration + +If the dispute, controversy, or claim is not resolved by mediation within sixty (60) days after the appointment of a mediator, then the dispute, controversy, or claim shall be settled by binding arbitration conducted in [COUNTY], Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a panel of three (3) arbitrators, one selected by each party and the third selected by the two party-appointed arbitrators. The arbitrators shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including specific performance of any obligation under this Agreement. The award of the arbitrators shall be final and binding on the parties, and judgment upon the award may be entered in any court having jurisdiction thereof. + +### 12.4 Costs and Attorneys' Fees + +Each party shall bear its own costs and attorneys' fees in connection with any negotiation, mediation, or arbitration pursuant to this Article XII; provided, however, that the arbitrators may award costs and attorneys' fees to the prevailing party in any arbitration. + +## ARTICLE XIII + +## DISSOLUTION AND WINDING UP + +### 13.1 Dissolution + +The Company shall be dissolved upon the occurrence of any of the following events: + +(a) The written consent of the Member; + +(b) The sale or other disposition of all or substantially all of the Company's assets; or + +(c) The entry of a decree of judicial dissolution under the TBOC. + +### 13.2 Winding Up + +Upon dissolution of the Company, the Member shall wind up the Company's affairs in accordance with the TBOC. The Member shall have the authority to liquidate the Company's assets, pay the Company's liabilities, and distribute the remaining assets to the Member. + +### 13.3 Continuation of Existence + +Notwithstanding the dissolution of the Company, the Company shall continue to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it, and enabling it to collect and discharge obligations, dispose of and convey its property, and collect and divide its assets. + +### 13.4 Reporting Requirements + +The Company shall satisfy its reporting requirements with the State of Texas upon dissolution. + +## ARTICLE XIV + +## MISCELLANEOUS + +### 14.1 Amendments + +This Agreement may be amended only by a written instrument executed by the Member. + +### 14.2 Governing Law + +This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law. + +### 14.3 Severability + +If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. + +### 14.4 Entire Agreement + +This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter. + +### 14.5 Binding Effect + +This Agreement shall be binding upon and inure to the benefit of the Member and its successors and assigns. + +### 14.6 No Third-Party Beneficiaries + +Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Member any rights or remedies under or by reason of this Agreement. + +### 14.7 Counterparts + +This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above. + +MEMBER: + +WYBLE FAMILY OFFICE GROUP LLC - REDWOOD GP SERIES + +By: ________________________________ + Name: + Title: + +COMPANY: + +REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC + +By: ________________________________ + Name: + Title: diff --git a/Input-human/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md b/Input-human/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md new file mode 100644 index 0000000..994f8a7 --- /dev/null +++ b/Input-human/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md @@ -0,0 +1,508 @@ +# OPERATING AGREEMENT FOR TURNKEY NETWORK SYSTEMS LLC - [SERIES NAME] + +## A SERIES OF TURNKEY NETWORK SYSTEMS LLC + +*This Operating Agreement is made and entered into as of [DATE], by and among the Members of [SERIES NAME], a series of Turnkey Network Systems LLC, a Texas Series Limited Liability Company.* + +## IMPORTANT NOTICES AND DISCLAIMERS + +**SECURITIES LAW DISCLAIMER:** THE PROFITS INTERESTS DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE PROFITS INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED UNLESS (A) REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE SERIES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE SERIES THAT SUCH REGISTRATION IS NOT REQUIRED. + +**LEGAL, TAX, AND FINANCIAL ADVICE DISCLAIMER:** THIS OPERATING AGREEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE. THIS AGREEMENT MAY HAVE SIGNIFICANT LEGAL, TAX, FINANCIAL, AND SECURITIES LAW CONSEQUENCES. EACH PROSPECTIVE MEMBER IS ADVISED TO CONSULT WITH THEIR OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT, AND OTHER ADVISORS WITH RESPECT TO THE NEGOTIATION, PREPARATION, AND EXECUTION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY SHOULD CONSTRUE THE CONTENTS OF THIS AGREEMENT, OR ANY OTHER COMMUNICATIONS OR DOCUMENTS, AS LEGAL, TAX, OR INVESTMENT ADVICE. + +## ARTICLE I: FORMATION + +### 1.1 Formation + +Turnkey Network Systems LLC (the "Parent LLC") is a series limited liability company organized under the Texas Business Organizations Code, Chapter 101 (the "Code"). This Operating Agreement governs [SERIES NAME] (the "Series"), which is a separate series of the Parent LLC established pursuant to the Certificate of Formation of the Parent LLC and the Parent LLC Operating Agreement. + +### 1.2 Name and D/B/A + +The legal name of the Series shall be "[SERIES NAME]," a series of Turnkey Network Systems LLC. The Series shall conduct business under a trade name by filing an assumed name certificate (D/B/A) with appropriate governmental authorities. The business accounts of the Series shall be opened and maintained using the D/B/A name. + +### 1.3 Series Independence and Limitation of Liability + +The Series: + +(a) Is established in accordance with the provisions of the Texas Business Organizations Code and the Parent LLC Operating Agreement as a separate and distinct series of the Parent LLC. + +(b) Shall have separate rights, powers, or duties with respect to specified property or obligations of the Parent LLC or profits and losses associated with specified property or obligations. + +(c) Shall have a separate business purpose or investment objective. + +(d) Shall maintain records and accounts separate and apart from any other series of the Parent LLC. + +(e) Shall maintain its own bank accounts, contracts, and business relationships separate from the Parent LLC and any other series. + +(f) Shall clearly identify all assets and property owned by the Series as belonging to the Series and not to the Parent LLC or any other series. + +(g) Shall conduct all business and execute all contracts in the name of the Series with clear identification of its series status. + +To the fullest extent permitted by law, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Series shall be enforceable against the assets of the Series only, and not against the assets of the Parent LLC generally or any other series thereof. + +### 1.4 Principal Place of Business + +The principal place of business of the Series shall be [ADDRESS] or such other place as the Members may designate from time to time. + +### 1.5 Term + +The term of the Series shall commence on the filing of the required notices with the Texas Secretary of State and shall continue until terminated in accordance with this Operating Agreement or the Parent LLC Operating Agreement. + +### 1.6 Registered Office and Registered Agent + +The registered office and registered agent of the Series shall be the same as those designated for the Parent LLC in its Certificate of Formation, as may be changed from time to time. + +### 1.7 Purpose + +The purpose of the Series shall be to engage in [PURPOSE DESCRIPTION] and any other lawful activity for which a series limited liability company may be organized under Texas law. + +## ARTICLE II: MEMBERSHIP AND CAPITAL STRUCTURE + +### 2.1 Initial Members + +The initial members of the Series (the "Members") and their respective Profits Interests are set forth in Exhibit A attached hereto. + +### 2.2 FairShares Model + +The Series adopts the FairShares model for its governance and distribution structure. In accordance with this model, there shall be the following classes of Members, with specific roles, rights, and responsibilities as outlined in this Agreement: + +(a) **Founder Members**: Founder Members are those individuals or entities who participated in the establishment of the Series business and provided intellectual property, business concepts, strategic direction, or organizational development. Their rights and responsibilities include: + 1. Right to receive Profits Interest distributions in proportion to their ownership percentage + 2. Voting rights on all Series matters in accordance with Section 3.3 + 3. Right to participate in major strategic decisions about the Series' business direction + 4. Responsibility to safeguard and further develop the Series' intellectual property and core business concepts + 5. Responsibility to act as ambassadors for the Series' business mission and values + 6. Right to nominate candidates for any officer positions established under Section 3.6 + +(b) **Labor Members**: Labor Members are those individuals who contribute their time, skills, and expertise to the operations of the Series on a regular basis. Their rights and responsibilities include: + 1. Right to receive Profits Interest distributions in proportion to their ownership percentage + 2. Voting rights on all Series matters in accordance with Section 3.3 + 3. Right to participate in decisions affecting labor policies, working conditions, and operational processes + 4. Responsibility to contribute agreed-upon skills, time, and expertise to Series operations + 5. Responsibility to maintain transparency in labor practices and report on outcomes of their work + 6. Right to propose operational improvements and efficiency measures + 7. Right to provide input on fair compensation structures within the Series + +(c) **User Members**: User Members are those individuals or entities who are significant users, customers, or beneficiaries of the Series' products or services. Their rights and responsibilities include: + 1. Right to receive Profits Interest distributions in proportion to their ownership percentage + 2. Voting rights on all Series matters in accordance with Section 3.3 + 3. Right to participate in decisions affecting product development, service delivery, and user experience + 4. Responsibility to provide regular feedback on products or services + 5. Responsibility to represent the broader user community's interests in Series decisions + 6. Right to propose improvements to products or services based on user experience + 7. Right to participate in user testing of new products or services before general release + +(d) **Investor Members**: Investor Members are those individuals or entities who have provided financial resources to the Series but do not contribute labor or use the Series' products or services at a significant level. Their rights and responsibilities include: + 1. Right to receive Profits Interest distributions in proportion to their ownership percentage + 2. Voting rights on all Series matters in accordance with Section 3.3 + 3. Right to participate in decisions affecting significant financial commitments, capital expenditures, and major contracts + 4. Right to receive regular financial reports and projections + 5. Responsibility to bring financial expertise and perspective to Series decision-making + 6. Right to propose financial strategies, fundraising opportunities, and capital allocation approaches + 7. Responsibility to support the Series' financial sustainability while respecting its social and ethical objectives + +### 2.3 Profits Interests + +(a) **Issuance**: The Series shall issue only Profits Interests to its Members. No Capital Interests or Capital Accounts shall be created or maintained for Members of the Series. + +(b) **Definition**: "Profits Interests" shall mean a Membership Interest that entitles the holder to share only in the future profits and appreciation in value of the Series from and after the date of issuance, without any initial capital contribution or value. Profits Interests shall not entitle the holder to any guaranteed payments or priority distributions. + +(c) **Percentage Allocation**: Each Member's Profits Interest percentage is set forth in Exhibit A and represents that Member's right to share in distributions of profits from the Series as described in Article IV of this Agreement. + +(d) **Adjustment**: The Profits Interest percentages may be adjusted from time to time as provided in this Agreement, with any such adjustments being documented in an updated Exhibit A signed by all Members. + +(e) **Section 83(b) Election**: + +1. Each Member receiving a Profits Interest acknowledges that the issuance of the Profits Interest may be subject to taxation under Section 83 of the Internal Revenue Code. The Series intends that such Profits Interest be treated as a "profits interest" within the meaning of Revenue Procedures 93-27 and 2001-43 (or any applicable successor guidance). + +2. To the extent that a Profits Interest constitutes property transferred in connection with the performance of services under Section 83 of the Code, the Series and each Member receiving a Profits Interest agree to treat such interest as a "profits interest" within the meaning of the aforementioned Revenue Procedures. + +3. Each Member receiving a Profits Interest is advised to consult with their own tax advisor regarding the advisability of making an election under Section 83(b) of the Code with respect to such Profits Interest. The Series recommends that each Member make a timely 83(b) election. + +4. Each Member receiving a Profits Interest shall notify the Series of their decision regarding the Section 83(b) election and shall provide the Series with a copy of any election filed. + +5. A template Section 83(b) election form is attached as Exhibit C to this Agreement. The Series makes no representation or warranty regarding the validity or effectiveness of such template, and each Member is advised to consult with their own tax advisor before using such template. + +### 2.4 No Requirement for Capital Contributions + +(a) No Member shall be required to make a capital contribution to the Series. + +(b) Any voluntary capital contributions shall be treated as loans to the Series and documented as such by the Series, unless otherwise unanimously agreed by the Members. + +### 2.5 Additional Members + +Subject to the provisions of the Parent LLC Operating Agreement and this Agreement, additional Members may be admitted to the Series upon such terms and conditions as the existing Members unanimously approve. + +### 2.6 No Withdrawal of Capital + +No Member shall have the right to withdraw any capital from the Series or to receive any distribution except as specifically provided in this Agreement. + +## ARTICLE III: MANAGEMENT AND OPERATIONS + +### 3.1 Member-Managed Structure + +The Series shall be member-managed in accordance with this Agreement and subject to the oversight and governance provided by the Board of Directors of the Parent LLC as set forth in the Parent LLC Operating Agreement. + +### 3.2 Authority and Powers of Members + +(a) The Members shall have the authority to manage the business and affairs of the Series and to make all decisions with respect thereto, subject to the limitations set forth in the Parent LLC Operating Agreement regarding board approval for major decisions. + +(b) Each Member shall devote such time to the business and affairs of the Series as may be necessary to carry out the Member's duties hereunder. + +(c) Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum percentage of Profits Interests that would be necessary to authorize or take such action at a meeting. + +### 3.3 Voting Rights + +(a) **One Member, One Vote**: Each Member shall be entitled to one vote on all Series matters requiring a vote, regardless of the size of their Profits Interest percentage. This democratic principle of "one member, one vote" shall apply across all membership classes. + +(b) **Majority Voting**: Except as otherwise provided in this Agreement or required by the Code, all decisions, approvals, and actions affecting the Series shall require the approval of a majority of the total number of Members. + +(c) **Supermajority Matters**: The following actions shall require the approval of at least [SUPERMAJORITY PERCENTAGE]% of the total number of Members: + 1. Sale, lease, exchange, or other disposition of all or substantially all of the Series' assets + 2. Merger, conversion, or consolidation of the Series + 3. Amendment of this Operating Agreement + 4. Admission of new Members + 5. Dissolution of the Series + +(d) **Unanimous Vote Matters**: The following actions shall require the unanimous approval of all Members: + 1. Actions that would subject any Member to personal liability + 2. Any act in contravention of this Agreement + +(e) **Loss of Voting Rights**: Voting rights attached to a Profits Interest shall be lost upon transfer of such Profits Interest upon death or court order, but the transferee shall still maintain the right to distributions associated with such Profits Interest. + +### 3.4 Relationship with the Parent LLC Board + +(a) The Series shall comply with all governance requirements set forth in the Parent LLC Operating Agreement, including but not limited to: + 1. Submission of matters requiring board approval + 2. Reporting requirements + 3. Compliance with approved annual business plans and budgets + +(b) The Series acknowledges and agrees to be bound by all decisions of the Board of Directors of the Parent LLC made in accordance with the Parent LLC Operating Agreement. + +(c) The Series shall prepare and submit an annual business plan and budget to the Board of Directors of the Parent LLC for approval in accordance with the requirements and timeframes established in the Parent LLC Operating Agreement. + +### 3.5 Meetings of Members + +(a) Regular meetings of the Members shall be held at least quarterly at such time and place as the Members may determine. + +(b) Special meetings of the Members may be called by any Member for any purpose or purposes, upon not less than 10 nor more than 60 days' notice to all other Members. + +(c) Members may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting. + +(d) A quorum for the transaction of business at any meeting of the Members shall consist of Members representing a majority of the Profits Interests. + +### 3.6 Officers + +(a) The Members may designate individuals (who need not be Members) to serve as officers of the Series with such titles and duties as the Members may determine. + +(b) Any officer may be removed, with or without cause, by the Members. + +### 3.7 Services from Other Series + +(a) In accordance with the Parent LLC Operating Agreement, the Series agrees to utilize the services and resources of other series of the Parent LLC as required under the Parent LLC Operating Agreement. + +(b) The Series shall enter into appropriate service agreements with such other series in accordance with the terms and conditions set forth in the Parent LLC Operating Agreement. + +## ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS + +### 4.1 Profits and Losses + +The profits and losses of the Series shall be allocated among the Members in proportion to their respective Profits Interest percentages as set forth in Exhibit A. + +### 4.2 Distributions + +(a) **Distribution Decisions**: Distributions of available cash flow shall be made at the discretion of the Members, taking into consideration the working capital needs of the Series, the annual business plan and budget approved by the Board of Directors of the Parent LLC, and any applicable legal restrictions. + +(b) **Frequency**: The Members may declare distributions at any time, provided that the Series meets its obligations and maintains adequate reserves. + +(c) **Proportions**: All distributions shall be made to the Members in proportion to their respective Profits Interest percentages as set forth in Exhibit A. + +(d) **Tax Distributions**: To the extent permitted by available cash flow and applicable law, the Series shall make distributions to Members in amounts sufficient to pay the tax liabilities attributable to their respective shares of the Series' taxable income. + +(e) **Limitations**: No distribution shall be declared or made if, after giving effect to the distribution, the Series would not be able to pay its debts as they become due in the usual course of business or the Series' total assets would be less than the sum of its total liabilities. + +### 4.3 Withholding + +The Series is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state, local, or foreign government any amounts required to be so withheld pursuant to the Code or provisions of applicable state, local, or foreign law. All amounts withheld pursuant to this Section 4.3 with respect to any distribution or allocation to a Member shall be treated as amounts distributed to such Member for all purposes of this Agreement. + +## ARTICLE V: TRANSFER RESTRICTIONS AND EXIT PROVISIONS + +### 5.1 Restriction on Transfers + +(a) Except as expressly permitted by this Agreement, no Member shall sell, assign, transfer, pledge, hypothecate, or otherwise dispose of all or any part of their Profits Interest in the Series without the prior written consent of all other Members. + +(b) Any attempted transfer in violation of this Section shall be null and void ab initio. + +### 5.2 Permitted Transfers + +(a) A Member may transfer their Profits Interest, in whole or in part: + 1. Upon death, pursuant to the terms of a will or under the laws of intestate succession + 2. Pursuant to a court order, including in connection with divorce proceedings or bankruptcy + +(b) Any transferee under a Permitted Transfer shall: + 1. Receive only the economic rights associated with the Profits Interest + 2. Not acquire any voting or management rights, which shall terminate upon transfer + 3. Not become a substitute Member unless admitted as such in accordance with Section 5.3 + +### 5.3 Admission of Substitute Members + +No transferee of a Member's Profits Interest shall be admitted as a substitute Member with voting rights without: + +(a) The written consent of all existing Members + +(b) The transferee agreeing in writing to be bound by the terms of this Agreement and the Parent LLC Operating Agreement + +(c) Payment of any reasonable expenses in connection with the admission + +### 5.4 Right of First Refusal + +(a) If a Member receives a bona fide offer from a third party to purchase all or any portion of their Profits Interest and desires to accept such offer, the Member (the "Selling Member") shall first offer to sell such interest to the other Members pursuant to this Section. + +(b) The Selling Member shall deliver a written notice to the Series and the other Members, specifying the price and terms of the proposed transfer. + +(c) The other Members shall have 30 days from receipt of such notice to elect to purchase all (but not less than all) of the offered interest at the same price and on the same terms as specified in the notice, in proportion to their respective Profits Interest percentages or in such other proportions as they may agree. + +(d) If the other Members do not elect to purchase the entire offered interest, the Selling Member may sell such interest to the third party on terms no more favorable than those offered to the other Members, provided that such sale is consummated within 90 days after the expiration of the other Members' right to purchase. + +### 5.5 Buy-Sell Provisions + +(a) **Triggering Events**: Any Member (the "Initiating Member") may at any time deliver a written notice (the "Buy-Sell Notice") to any other Member (the "Responding Member") offering either: + 1. To purchase all of the Responding Member's Profits Interest in the Series, or + 2. To sell all of the Initiating Member's Profits Interest in the Series to the Responding Member + +(b) **Valuation**: The Buy-Sell Notice shall include the Initiating Member's determination of the value of 100% of the Series and the resulting price for the relevant Profits Interest based on the percentage interest being purchased or sold. + +(c) **Response**: The Responding Member shall have 30 days after receipt of the Buy-Sell Notice to notify the Initiating Member in writing whether the Responding Member elects: + 1. To sell their Profits Interest to the Initiating Member, or + 2. To purchase the Initiating Member's Profits Interest at the price determined in accordance with subsection (b) + +(d) **Closing**: The closing of any purchase and sale pursuant to this Section shall take place within 60 days after the Responding Member's election. + +### 5.6 Drag-Along Rights + +(a) If Members holding at least 75% of the Profits Interests (the "Selling Group") approve a sale of all or substantially all of the assets of the Series or a sale of all the Profits Interests in the Series to a third party, all other Members shall be required to join in such sale on the same terms and conditions as the Selling Group. + +(b) Each Member shall take all necessary or desirable actions in connection with the consummation of such sale as reasonably requested by the Selling Group. + +### 5.7 Tag-Along Rights + +(a) If one or more Members (the "Transferring Members") propose to transfer Profits Interests representing more than 50% of all Profits Interests to a third party, each other Member shall have the right to participate in such transfer on a pro rata basis and on the same terms and conditions. + +(b) The Transferring Members shall give written notice to all other Members at least 30 days prior to the proposed transfer, and each other Member may elect to participate by giving written notice to the Transferring Members within 15 days thereafter. + +## ARTICLE VI: RECORDS, ACCOUNTING, AND REPORTS + +### 6.1 Books and Records + +(a) The Series shall maintain separate books and records from the Parent LLC and any other series, which shall include: + 1. A current list of the full name and last known business or residence address of each Member, together with their Profits Interest percentage + 2. A copy of the Certificate of Formation of the Parent LLC and all amendments thereto + 3. Copies of the Series' federal, state, and local income tax returns and financial statements for the six most recent fiscal years + 4. A copy of the Parent LLC Operating Agreement and this Operating Agreement and all amendments thereto + 5. The Series' books and records for at least the current and past three fiscal years + +(b) All books and records shall be maintained in accordance with generally accepted accounting principles, consistently applied. + +(c) The books and records shall be maintained at the principal office of the Series or at such other place as the Members may designate. + +### 6.2 Bank Accounts + +(a) All funds of the Series shall be deposited in a separate bank account or accounts in the name of the Series' D/B/A as determined by the Members. + +(b) All withdrawals from such accounts shall be made upon checks or withdrawal slips signed by such person or persons as the Members may designate. + +### 6.3 Fiscal Year + +The fiscal year of the Series shall be the calendar year or such other period as the Members may determine. + +### 6.4 Financial Reports + +(a) Within 60 days after the end of each fiscal year, the Series shall cause to be prepared and distributed to each Member: + 1. A balance sheet of the Series as of the end of such fiscal year + 2. A statement of income or loss of the Series for such fiscal year + 3. A statement of cash flows of the Series for such fiscal year + 4. A statement of each Member's share of profits and losses for income tax reporting purposes + +(b) The Series shall provide quarterly financial statements to the Members within 30 days after the end of each quarter. + +### 6.5 Tax Matters + +(a) The Series shall be treated as part of the Parent LLC for federal and state income tax purposes, in accordance with Treasury Regulations Section 301.7701-1(a)(2). + +(b) The Members shall designate a "Tax Matters Member" who shall have the authority to represent the Series in all tax matters. + +(c) The Tax Matters Member shall cause all tax returns of the Series to be prepared and filed on a timely basis. + +(d) The Series shall provide each Member with all information necessary for the preparation of their federal and state income tax returns within 60 days after the end of each fiscal year. + +## ARTICLE VII: INDEMNIFICATION AND INSURANCE + +### 7.1 Indemnification + +(a) To the fullest extent permitted by law, the Series shall indemnify, defend, and hold harmless each Member and officer from and against any loss, expense, damage, or injury suffered or sustained by them by reason of any acts, omissions, or alleged acts or omissions in their capacity as a Member or officer of the Series, including but not limited to any judgment, award, settlement, reasonable attorneys' fees, and other costs or expenses. + +(b) Notwithstanding the foregoing, no Member or officer shall be indemnified for any loss, expense, damage, or injury arising from: + 1. Acts or omissions not in good faith or involving intentional misconduct or knowing violation of law + 2. Transactions from which the Member derived an improper personal benefit + 3. Breach of this Agreement or the Parent LLC Operating Agreement + +### 7.2 Insurance + +The Series may purchase and maintain insurance on behalf of any person who is or was a Member or officer of the Series against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such. + +## ARTICLE VIII: DISSOLUTION AND WINDING UP + +### 8.1 Dissolution + +The Series shall dissolve and its affairs shall be wound up upon the first to occur of the following: + +(a) The unanimous written consent of all Members + +(b) The entry of a decree of judicial dissolution under the Code + +(c) The termination or dissolution of the Parent LLC, except as otherwise provided in the Parent LLC Operating Agreement + +(d) The occurrence of any event that makes it unlawful for the business of the Series to be carried on + +### 8.2 Winding Up + +(a) Upon dissolution, the Series shall cease to carry on its business, except insofar as may be necessary for the winding up of its business. + +(b) The Members shall wind up the affairs of the Series and shall give written notice of the commencement of winding up by mail to all known creditors and claimants against the Series. + +### 8.3 Distribution of Assets + +Upon the winding up of the Series, the assets shall be distributed in the following order: + +(a) To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Series other than liabilities for distributions to Members + +(b) To the Members in proportion to their respective Profits Interest percentages + +## ARTICLE IX: MISCELLANEOUS PROVISIONS + +### 9.1 Disclaimer of Legal, Tax, and Financial Advice + +THIS OPERATING AGREEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT MAY HAVE SIGNIFICANT LEGAL, TAX, FINANCIAL, AND SECURITIES LAW CONSEQUENCES. EACH PARTY ACKNOWLEDGES THAT IT HAS CONSULTED WITH ITS OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT, AND OTHER ADVISORS WITH RESPECT TO THE NEGOTIATION, PREPARATION, AND EXECUTION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY SHALL CONSTRUE THE CONTENTS OF THIS AGREEMENT, OR ANY OTHER COMMUNICATIONS OR DOCUMENTS, AS LEGAL, TAX, OR INVESTMENT ADVICE, AND EACH PARTY REPRESENTS THAT IT HAS CONSULTED WITH ITS OWN INDEPENDENT ADVISORS AS TO ALL LEGAL, TAX, FINANCIAL, SECURITIES LAW, AND INVESTMENT CONSEQUENCES OF THIS AGREEMENT. + +### 9.2 Securities Law Matters + +(a) THE PROFITS INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE PROFITS INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED UNLESS (A) REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE SERIES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE SERIES THAT SUCH REGISTRATION IS NOT REQUIRED. + +(b) EACH MEMBER ACKNOWLEDGES THAT THE PROFITS INTERESTS WERE ACQUIRED FOR INVESTMENT PURPOSES ONLY, FOR SUCH MEMBER'S OWN ACCOUNT, AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION. EACH MEMBER UNDERSTANDS THAT THE PROFITS INTERESTS ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER FEDERAL AND STATE SECURITIES LAWS AND UNDER THIS AGREEMENT. + +(c) Each Member represents and warrants that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act or has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Series. + +### 9.3 Spousal, Domestic Partner, and Significant Other Consent + +(a) Each Member who has a spouse, domestic partner, or significant other at the time of becoming a Member shall cause such person to execute a Consent of Spouse, Domestic Partner, or Significant Other in the form attached hereto as Exhibit B. + +(b) If any Member should marry, enter into a domestic partnership, or establish a significant relationship with an individual with community property or similar rights following such Member's acquisition of a Profits Interest, such Member shall cause his or her spouse, domestic partner, or significant other to execute and deliver to the Series a Consent of Spouse, Domestic Partner, or Significant Other within thirty (30) days thereof. + +(c) Any Profits Interest subject to community property laws shall remain the sole and separate property of the Member and shall not be community property regardless of residence. If a court of competent jurisdiction determines that all or a portion of a Member's Profits Interest constitutes community property or is otherwise subject to the community property laws of any state, the Member's spouse or partner hereby: (i) consents to the Member's execution of this Agreement and the transactions contemplated hereby; (ii) agrees to be bound by this Agreement in place of the Member if the spouse or partner is deemed to be a substituted Member with respect to any portion of the Member's Profits Interest; and (iii) acknowledges that the spouse or partner does not have any right to: (A) act for or on behalf of the Series; (B) transfer or encumber any portion of the Member's Profits Interest; or (C) engage in any other action that would impact the Series or other Members. + +### 9.4 Force Majeure + +No party shall be liable for any failure or delay in performance of its obligations under this Agreement (other than obligations to pay money) to the extent such failure or delay is due to causes beyond the reasonable control of such party, including but not limited to acts of God, acts of the public enemy, fires, floods, earthquakes, riots, wars, civil disturbances, epidemics, pandemics, quarantine restrictions, freight embargoes, or unusually severe weather. The affected party shall notify the other parties as soon as reasonably possible of the force majeure condition and shall use reasonable efforts to correct such condition and resume performance. + +### 9.5 Waiver + +The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision. No waiver shall be valid unless in writing and signed by the party or parties making the waiver. + +### 9.6 Time is of the Essence + +Time is of the essence with respect to all provisions of this Agreement that specify a time for performance. + +### 9.7 Further Assurances + +Each Member agrees to execute, acknowledge, deliver, file, record, and publish such further certificates, instruments, agreements, and other documents, and to take all such further actions as may be required by law or deemed necessary or appropriate to carry out the provisions of this Agreement. + +### 9.8 Confidentiality + +Each Member shall maintain in strict confidence all confidential or proprietary information of the Series and the Parent LLC, including but not limited to financial information, business plans, customer lists, operational methods, and other confidential or proprietary information disclosed to or acquired by such Member in connection with the Series, and shall not disclose such information to any person or entity except (a) with the prior written consent of all other Members, (b) to such Member's legal and financial advisors who have a need to know such information, or (c) as required by law or court order. + +### 9.9 Entire Agreement + +This Operating Agreement, together with the Parent LLC Operating Agreement, constitutes the entire agreement among the Members with respect to the affairs of the Series and the conduct of its business and supersedes all prior agreements and understandings, whether oral or written. + +### 9.10 Governing Law + +This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of law principles. + +### 9.11 Dispute Resolution + +Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the Parent LLC Operating Agreement. + +### 9.12 Binding Effect + +Subject to the restrictions on transfers set forth herein, this Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns. + +### 9.13 Severability + +If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement. + +### 9.14 Amendment + +This Agreement may be amended or modified only by a written instrument executed by Members holding at least [SUPERMAJORITY PERCENTAGE]% of the Profits Interests. + +### 9.15 Notices + +All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service to the address set forth in the records of the Series. + +### 9.16 Counterparts and Electronic Signatures + +This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Electronic signatures shall be deemed to be original signatures for all purposes of this Agreement. + +### 9.16 No Third-Party Beneficiaries + +The provisions of this Agreement are intended solely for the benefit of the Members and the Series and shall create no rights or obligations enforceable by any third party, including creditors of the Series, except as otherwise provided by applicable law. + +--- + +## EXHIBIT A + +### MEMBERS AND PROFITS INTERESTS + +As of [DATE], the Members of [SERIES NAME], a series of Turnkey Network Systems LLC, and their respective Profits Interest percentages are as follows: + +| Member Name | Membership Class | Profits Interest Percentage | +|-------------|------------------|----------------------------| +| [NAME] | [CLASS] | [PERCENTAGE]% | +| [NAME] | [CLASS] | [PERCENTAGE]% | +| [NAME] | [CLASS] | [PERCENTAGE]% | +| [NAME] | [CLASS] | [PERCENTAGE]% | + +--- + +## EXHIBIT B + +### CONSENT OF SPOUSE, DOMESTIC PARTNER, OR SIGNIFICANT OTHER + +I, _______________________, spouse/domestic partner/significant other of _______________________, a Member of [SERIES NAME], a series of Turnkey Network Systems LLC, hereby acknowledge that I have read the foregoing Operating Agreement in its entirety and understand its contents. I am aware that by its provisions, my spouse/domestic partner/significant other agrees to certain restrictions on their Profits Interest, including but not limited to restrictions on transfer. I hereby consent to such restrictions, approve of the provisions of the Operating Agreement, and agree that any interest I may have in the Profits Interest (including any community property or similar interest) shall be irrevocably bound by the Operating Agreement and further that my community property interest, if any, shall be subject to the sole management and control of my spouse/domestic partner/significant other. + +I agree to execute any and all documents reasonably necessary to effectuate the foregoing. However, I understand that this Consent shall be fully binding upon me whether or not I execute any such additional documents. + +Date: _______________ + +Signature: ______________________ + +Printed Name: ______________________ + +--- + +## SIGNATURES + +IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement effective as of the date first set forth above. + +MEMBERS: + +\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +[MEMBER NAME] + +\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +[MEMBER NAME] + +\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +[MEMBER NAME] + +\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +[MEMBER NAME] \ No newline at end of file diff --git a/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md b/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md new file mode 100644 index 0000000..5933e3f --- /dev/null +++ b/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md @@ -0,0 +1,257 @@ +# TSYS Governance Mono Repository + +- [TSYS Governance Mono Repository](#tsys-governance-mono-repository) + - [Project Overview](#project-overview) + - [Project Milestone Requirements and deliverables](#project-milestone-requirements-and-deliverables) + - [Entity Information](#entity-information) + - [For Profit Entities](#for-profit-entities) + - [Minor subsidiary series (ancillary business ventures) of Turnkey Network Systems LLC](#minor-subsidiary-series-ancillary-business-ventures-of-turnkey-network-systems-llc) + - [ThePeerNet.com](#thepeernetcom) + - [Ap4ap.org](#ap4aporg) + - [RackRental](#rackrental) + - [Starting Line Productions](#starting-line-productions) + - [TeamRental.net](#teamrentalnet) + - [YourDreamNameHere.com](#yourdreamnameherecom) + - [MerchantsOfHope.org](#merchantsofhopeorg) + - [Ezeda.org](#ezedaorg) + - [Ezpodstack.org](#ezpodstackorg) + - [Sol-calc.com](#sol-calccom) + - [Major subsidiary series of Turnkey Network Systems LLC](#major-subsidiary-series-of-turnkey-network-systems-llc) + - [Axios Heart Studios](#axios-heart-studios) + - [Redwood Springs Capital Partners](#redwood-springs-capital-partners) + - [Redwood Family Office](#redwood-family-office) + - [Suborbital Systems](#suborbital-systems) + - [Standalone LLCs need to have operating agreements drafted as well. They are not series LLCs](#standalone-llcs-need-to-have-operating-agreements-drafted-as-well-they-are-not-series-llcs) + - [Non profit entities](#non-profit-entities) + - [Americans For A Better Network INC](#americans-for-a-better-network-inc) + - [Side Door Group INC](#side-door-group-inc) + - [Side Door Solutions Group INC](#side-door-solutions-group-inc) + - [Requirements for the main operating agreement](#requirements-for-the-main-operating-agreement) + - [Document Formatting Information](#document-formatting-information) + - [Typst Instructions](#typst-instructions) + - [Milestone deliverable critical path/plan](#milestone-deliverable-critical-pathplan) + - [Meta Information](#meta-information) + +## Project Overview + +I am in the process of founding a massive company. + +The economic goal is to have over four million worker cooperative members receiving $120,000 or more of net income yearly engaged in those aspects. And 100 million user cooperative members. + +- We want to be the first 10 trillion dollar company. += We want to be the first generative AI co-founded conglomerate. + +The ultimate product / service goal of the company is to provide internet (5 mbps symmetric or better)and IOT (Lora) connectivity across the globe using high altitude balloons along with the associated middle mile distribution infrastructure and network participant terminals. + +The company will be vertically and horizontally integrated. + +It will handle: + +- design +- development +- financing +- construction +- deployment +- operation and maintenance + +of the network on a cooperative basis. + +We will have several major divisions : + +- R&D of the balloons , ground infrastructure, member terminals. +- Network Lifecycle Operations from design to operation +- Capital raising for the various ventures +- Management and general administrative services and systems of the portfolio +- Ancillary Ventures that have emerged as I’ve been building the company +- Advocacy / lobbying / education (501c3/501c4/PAC) + +I have secured a number of domain names and deployed a basic website and an ERP systems on all of them to establish a proper independent base of operations for each brand. + +All of the divisions will be run separately but reporting to a common board of directors with common IT/business system and service providers. They will have varying levels of autonomy. This allows for a blend of centralized strategic planning and highly distributed decision making and innovation. + +Most of the divisions will be LLCs (series children, grand children and great grandchildren of a parent LLC). + +The non profits are corporations. + +## Project Milestone Requirements and deliverables + +For this milestone of the overall project I'm building a legal document mono repository system using Typst to manage hierarchical entity documents, contracts, policies and other corporate governance materials. + +I need to draft an interrelated set of: + +- Operating Agreements +- Board charters +- Board Committee charters +- Bylaws +- Corporate policies +- Venture capital Limited Partner Subscription agreement +- Venture capital investment agreement +- IT/business/transactuon/treasury/investment (working capital) management Contracts between entities + +Please see input-human/DocumentsToCreate.md for the (human readable) initial list of documents I have identified that need to be created. Feel free to keep that document up to date and also keep the (LLM optimized)input-llm/DocumentsToCreate up to date as well. + +## Entity Information + +Two sets of top level entities exist : + +### For Profit Entities + +1. The top level for profit company is called Turnkey Network Systems LLC. It’s a Texas series LLC. It will have a web of subsidiary entities. + +#### Minor subsidiary series (ancillary business ventures) of Turnkey Network Systems LLC + +##### ThePeerNet.com + +##### Ap4ap.org + +##### RackRental + +##### Starting Line Productions + +##### TeamRental.net + +##### YourDreamNameHere.com + +##### MerchantsOfHope.org + +##### Ezeda.org + +##### Ezpodstack.org + +##### Sol-calc.com + +#### Major subsidiary series of Turnkey Network Systems LLC + +##### Axios Heart Studios + +##### Redwood Springs Capital Partners + +##### Redwood Family Office + +##### Suborbital Systems + +#### Standalone LLCs need to have operating agreements drafted as well. They are not series LLCs + +- RackRental.net Operating Company LLC (this entity exists solely to be a counterparty to a franchise agreement with anyone wanting to license the RackRental brand and control plane). + +- Suborbital Systems Development Company LLC (this entity exists to develop and sell high altitude balloons). + +### Non profit entities + +Three non profit corporations exist as well: + +#### Americans For A Better Network INC + +#### Side Door Group INC + +#### Side Door Solutions Group INC + +## Requirements for the main operating agreement + +- serve as a detailed , comprehensive , fully self contained main company operating agreement for a Texas series LLC called Turnkey Network Systems LLC hereafter referred to as the Company +- The governing state law is Texas. +⁃ Include language which over rides all possible sections of the Texas Business Organizations Code to the maximum legal extent possible. +⁃ The sole purpose of The Company is to administer series. The Company shall conduct no business. The Company cannot enter into ANY external agreements or contracts. The Company may not have any bank accounts. +- the Company has a sole member and it may not be removed and no new members may be added. The sole member is : Turnkey Network Systems - Wyble Family Office Group - Founding Collection - TSYSMemberCo (series) LLC +⁃ Scope the agreement very tightly to the Company and defining the requirements for series LLCs under the Company +- the Company is perpetual in existence to the extent allowed by law + ⁃ Individual LLC Series created and destroyed without affecting the perpetual nature of The Company. +- Under no circumstances may the Company or it's series grant capital interests or maintain Capital accounts for the Company or any series. Only profit interests may be granted. This is very important. Series may only grant Profit Interests. No capital interests will be offered and no capital accounts will be maintained by The Company or its series. The Company agreement must prohibit The Company and its series from having Capital Accounts and granting Capital Interests. + +- The Company allows three kinds of series to be created : + + 1. Asset management tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series. These may hold the aftermentioned (and other/additional) assets. No operations allowed except entering into a usage agreement with an operating series but are forbidden from entering into an agreement with the Company itself or any outside entity + 2. Operating series (distinct line of business meant to operate as an independent enterprise) + 3. Cell series (may contain subsidiary asset management and operating series and will have its own Board of Directors). + +- The Company will have five series defined at the time of executing the agreement. Those series can not have any members added or removed and will be perpetual. + + 1. Known Element Enterprises LLC (type: operating series) which will handle all IT functions for The Company and all series. + 2. The Campus Trading Company LLC (type: operating series) which will handle all transaction and treasury operations for The Company and all series. + 3. Redwood Family Office Group LLC (type: Cell Series) which will handle all insurance / legal / investment and any other member benefits for The Company and all series. + 4. Redwood Springs Capital Partners Group LLC (type: Cell Series) which will handle all capital raising activities as the venture capital division of The Company. + 5. Wyble Family Office Group LLC (type: Cell Series) which exists for the founders of the Company to handle their private wealth and affairs. + +- ensure all series are properly legally named and identified as series of Turnkey Network Systems LLC. +- The company will have a Board with numerous committees (I’ll leave it to your discretion to suggest what committees are needed). Lower level entities may have a board oversight component ranging from the default of nominal oversight by Company Committee, or a dedicated committee to a full independent Board with complete autonomy. +- The Board and its sub committees will be governed by charters that are separate from the operating agreement, and can be updated independently of the operating agreement and referenced and deferred to from the operating agreement but updates must be approved by series members + ⁃ All series must be fully isolated in the strongest possible sense. +- include standard boilerplate contract provisions. +- Include securities act disclaimers and that this isn’t legal / tax / financial etc advice and to consult their own experts . add the securities and related disclaimer to the beginning of the agreement . +- all series operating agreements must include a spousal / domestic partner / significant other community property disclaimer supplement. +- all members in all classes only get a single vote. One member , one vote regardless of the size of the profit interests +- Use the fairshares model for categories of membership in all series agreements by default but allow a series to select whatever categories it wants in it's own discrestion. +- Investor category membership shall (by default) be subject to shared earnings agreement / cap (investors can convert to worker category after cap is reached) (individual series can override this in their sole discretion without board approval or ability to veto) +- Series have broad latitude in capital deployment , members, operations, hiring / firing , engaging into contracts etc. They may elect to be member managed , manager managed , a hybrid. By default series will be nominally overseen by the Company Committee. +- All categories of membership will have three classes of membership (A,B,C) at minimum. They may not be removed or altered. Additional classes may be added by series as needed at their sole discretion (with board oversight , board may veto the additional classes with a 3/4 vote) +- All signatures / record keeping / voting and other governance and operations shall be done electronically with no exceptions. +- Use sociocracy principles blended with the board. Allowing for centralized strategic planning but highly distributed decision making. + ⁃ This is the second version of the operating agreement and it replaces the previous version. +- All actions duly taken under the previous operating agreement are valid. +- include a comprehensive definitions section +- be fully compliant with current Texas law +- Include provisions for over riding every part of the relevant Texas business organizations code to the maximum extent as allowed by law. +- State clearly that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship are hereby null and void. +- Allow each series broad latitude to set its own operating agreement parameters but they can’t override anything that is set for the entire LLC in the overall operating agreement. +- specifying oversight is via multiple Board committees instead of the entire Board +- specify that all of the LLC series will be default member managed , with the board providing governance , not management. +- Only allow profits interests to be granted. +- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Prepare a Schedule A with a comprehensive list of services and reference for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process. +- Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Prepare a Schedule B with a comprehensive list of services and reference for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process . +- Allow series to directly receive capital from non dilutive sources such as SBIR, economic development funds (grants) without going through Redwood Springs Capital Partners Group LLC. +- Specify that all series created under the LLC must use Redwood Springs Capital Partners LLC for any external equity capital raising. +- Allow series to directly raise capital from members in exchange for profit interests (without going through Redwood Springs Capital Partners Group LLC). +- Allow series to take loans from members , but the loan must come through a Redwood Springs Capital Partners fund. + +## Document Formatting Information + +- all documents will be signed electronically and stored separately from the documents themselves. +- always use bulleted lists instead of comma separated lists. +- Readability of this document set is paramount. Liberal use of whitespace. Also plain unambiguous English. +- Use typst (see the Typst Instructions in the section of that name in this document) + ⁃ Output the agreement in markdown and ensure it can pass a markdown linter. + ⁃ Use a blank line before and after all section headings and lists. + ⁃ Use only bulleted lists , don’t use comma separated lists. + ⁃ Ensure all headings use consistent numbering / formatting. + ⁃ Ensure all internal cross references are valid. + +## Typst Instructions + +I would like to utilize typst for this project. + +I need an extensive : + +- Index +- Table of contents +- Cross references +- Glossary (a general glossary in the top level document where the vast majority of terms will be defined and also specific glossaries in lower level documents) (a term will never be redefined lower down. New terms will be introduced at lower levels). Keep in mind the corporation bylaws will also have a glossary and potentially conflicting terms. The corporations will exist as siblings of the top level LLCs. + +- I want consistent formatting of article / section / paragraph headings. +- I will need .gitignore, .gitkeep files created and kept up to date +- I will need the typst build system created and kept up to date +- + +## Milestone deliverable critical path/plan + +- I would like you to first create the top most LLC operating agreement . Ask me any questions necessary together all the data you need for that. create a file with all the questions and I will fill it out. +- We will iterate until I’m happy with the parent LLC agreement. +- Need to have a (variable) hierarchy of operating agreements . The most complex hierarchy would be four levels deep: + + - Company operating agreement + - Cell operating agreement + - Cell division operating agreement + - Specific LLC operating agreement + +- we will then work on the individual children / grand children / great grand children operating agreements as they will need to be (broadly) compliant with the top most agreement (with exceptions as necessary). +- Then we will work on the corporation bylaws. +- Then we will work on the board charters +- Then we will work on the board committee charters. +- Then we will work on the policies +- Then we will work on the contracts + +## Meta Information + +- This file is in a git repository +- This file is a markdown document += human written markdown files are in input-human +- llm optimized markdown files should be stored in output-llm diff --git a/Input-human/README.md b/Input-human/README.md deleted file mode 100644 index 3d0597a..0000000 --- a/Input-human/README.md +++ /dev/null @@ -1,9 +0,0 @@ -# Input-human README - -## Introduction - -This directory contains a set of markdown files which will be used as initial prompts to the anthropic API. - -The content in here is written by humans and fed to Anthropic API for re-writing into LLM optimized format. - -The re-written input files are saved to input-lim with the same name with an llm- prefix added. \ No newline at end of file diff --git a/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 5cc70a1..6be1126 100644 --- a/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -1,46 +1,13 @@ # TSYS Parent LLC Prompt -Create a comprehensive fully self contained operating agreement for a Texas series LLC. -general formatting instructions : - ⁃ Output the agreement in markdown and ensure it can pass a markdown linter. - ⁃ Use a blank line before and after all section headings and lists. - ⁃ Use only bulleted lists , don’t use comma separated lists. - ⁃ Ensure all headings use consistent numbering / formatting. - ⁃ Ensure all internal cross references are valid. Contract language instructions : - ⁃ Include language which over rides all possible sections of the Texas Business Organizations Code to the maximum legal extent possible. - ⁃ Include standard boilerplate contract clauses. ⁃ Include a definitions section. ⁃ Waive all rights to bring any action in any forum , waive right to trial by jury and right to arbitration except in clear cases of criminal negligence. ⁃ Include securities exemption disclaimers at the front of the document. - ⁃ Scope the agreement very tightly to the parent LLC. - ⁃ The parent LLC is hereafter referred to as the Company. - ⁃ The Company name is Turnkey Network Systems LLC. - ⁃ The Company will have a single member called The Wyble Family Office Group LLC - TSYS Series. No other members can be added to the company. The Wyble Family Office Group LLC - TSYS Series cannot be removed as a member from The Company. - ⁃ This is the second version of the operating agreement and it replaces the previous version. - ⁃ The sole purpose of The Company is to administer series. The Company shall conduct no business. The Company cannot enter into contracts. - ⁃ The Company shall be perpetual to the maximum legal extent possible. - ⁃ Individual LLC Series may be created and destroyed without affecting the perpetual nature of The Company. - ⁃ All series must be fully isolated in the strongest possible sense. - ⁃ Series may only grant Profit Interests. No capital interests will be offered and no capital accounts will be maintained by The Company or its series. The Company agreement will prohibit The Company and its series from having Capital Accounts and granting Capital Interests. - -The Company allows three kinds of series to be created : - - 1. Asset management series (holds assets. No operations except contracting with another series. May not contract with The Company or any outside entity). - 2. Operating series (distinct line of business meant to operate as an independent enterprise) - 3. Cell series (may contain subsidiary asset management and operating series and will have its own Board of Directors). - -The Company will have five bootstrap series defined at the time of executing the agreement. Those series can not have any members added or removed and will be perpetual. - - ⁃ Known Element Enterprises LLC (operating series) which will exclusively handle all IT functions for The Company and all series. - ⁃ The Campus Trading Company LLC (operating series) which will exclusively handle all transaction and treasury operations for The Company and all series. - ⁃ Redwood Family Office Group LLC (Cell Series) which will exclusively handle all insurance / legal / investment and any other member benefits for The Company and all series. - ⁃ Redwood Springs Capital Partners Group LLC (Cell Series) which will exclusively handle all capital raising activities as the venture capital division of The Company. - ⁃ Wyble Family Office Group LLC (Cell Series) which will be the sole member of the previous four series. Wyble Family Office Group LLC will have a single member: Charles Wyble And Patti Wyble Living Trust. All non bootstrap operating series of The Company are required to use the first four bootstrap series for the respective functions provided by the four series. All non bootstrap series shall negotiate relevant contract terms with the first four bootstrap series. @@ -145,28 +112,3 @@ Here are your detailed instructions: ⁃ If I respond Y to your prompt to move on, if means I’m saying yes. Here are the key requirements for the operating agreement : - -- serve as a detailed and comprehensive parent LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC -- include a comprehensive definitions section -- include standard boilerplate contract provisions. -- be fully compliant with current Texas law -- Include provisions for over riding every part of the relevant Texas business organizations code to the maximum extent as allowed by law. -- State clearly that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship are hereby null and void. -- specify that the overall LLC will not have any members except for the Wyble Family Office Group (Cell) (series) LLC - TSYSLLCMemberCo - -- Allow each series broad latitude to set its own operating agreement parameters but they can’t override anything that is set for the entire LLC in the overall operating agreement. -- allow for the establishment of regular operational series LLC -- allow for the establishment of a subsidary Cell LLC that can contain subsidary series LLC entities governed by/within the Cell -- allowing for the establishment of tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series that can only own physical and intellectual property assets and have no operational capability other than entering into a usage agreement with an operating series but are forbidden from entering into an agreement with the company itself or any outside entity -- specifying oversight is via multiple Board committees instead of the entire Board -- specify that all of the LLC series will be default member managed , with the board providing governance , not management. -- The Board and its sub committees will be governed by charters that are separate from the operating agreement, and can be updated independently of the operating agreement and referenced and deferred to from the operating agreement but updates must be approved by series members -- the LLC as a whole will be part of an overall organization called TSYS Group. TSYS Group will have a board with sub committees. The LLC will be governed by a sub committee of independent directors elected by the members of all the series LLC. -- Disallow the creation of capital accounts or the grant of capital interests. -- Only allow profits interests to be granted. -- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Prepare a Schedule A with a comprehensive list of services and reference for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process. -- Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Prepare a Schedule B with a comprehensive list of services and reference for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process . -- Allow series to directly receive capital from non dilutive sources such as SBIR, economic development funds (grants). -- Specify that all series created under the LLC must use Redwood Springs Capital Partners LLC for any external equity capital raising. -- Allow series to directly raise capital from members in exchange for equity. -- Allow series to take loans from members , but the loan must come through a Redwood Springs Capital Partners fund. diff --git a/README.md b/README.md index 54d40ef..91bed55 100644 --- a/README.md +++ b/README.md @@ -1,2 +1,19 @@ -# TSYSGovernance +# TSYS Governance Mono Repository +Welcome to the live, production, one/only mono repo for an emerging FLO / cooperative conglomerate built by a soloprenuer aiming for 10 trillion market cap and 100 million cooperative members that is fully vertically/horizontally integrated and does what the Dems wish they could do.... + +Welcome to actual capitalism as it should be practiced. Not extractive (crony)(cororate)capitalism but actual value creation/distribution. At scale. I'm a liberal with an actual plan. Spent years studying capital raising/formation/deployment , the intersection of government/industry and have created this framework to solve the digital divide. Releasing it as FLO so others can take it and run with it to solve waste management, clean water, climate etc. + +This is a mostly automated / LLM / cline created/managed repository using the Anthropic API with cline VsCode extension. + +Please see input-human/Project-TSYSGovernance-MonoRepo-README.md for the human written entrypoint instructions. + +Please see input-llm for LLM optimized versions of anything in input-human + +I (@ReachableCEO) liberally use the Deepseek/Claude app/website and API and intermix freely and iterate until I'm happy. + +I also use Joplin to store copy/pasted from the Deepseek/Claude app (on mobile and desktop) intermediate artifacts. + +Many of my commit messages are simply "." (if I am rapidly iterating / capturing / hacking) so using git diff/history etc tooling is your best bet. + +As always, what you see is what you get, AGPL3 etc etc....