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about to ship to the LLM. merged bits from joplin and legacy repo.

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Charles N Wyble
2025-03-13 13:53:35 -05:00
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Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md
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# 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 <https://contract.knownelement.com> 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 <https://contract.thecampustradingcompany.com> 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.