diff --git a/Input-human/DocumentsToCreate.md b/Input-human/DocumentsToCreate.md index fd96900..1b6cc2e 100644 --- a/Input-human/DocumentsToCreate.md +++ b/Input-human/DocumentsToCreate.md @@ -1,82 +1,203 @@ # Documents to create -## Introduction +- [Documents to create](#documents-to-create) + - [Operating Agreements](#operating-agreements) + - [Turnkey Network Systems LLC](#turnkey-network-systems-llc) + - [ThePeerNet.com Group (series) LLC](#thepeernetcom-group-series-llc) + - [Ap4ap.org Group (series) LLC](#ap4aporg-group-series-llc) + - [RackRental Group (series) LLC](#rackrental-group-series-llc) + - [sol-calc.com Group (series) LLC](#sol-calccom-group-series-llc) + - [StartingLineProductions.com Group (series) LLC](#startinglineproductionscom-group-series-llc) + - [TeamRental.net Group (series) LLC](#teamrentalnet-group-series-llc) + - [YourDreamNameHere.com Group (series) LLC](#yourdreamnameherecom-group-series-llc) + - [MerchantsOfHope.org Group (series) LLC](#merchantsofhopeorg-group-series-llc) + - [Ezeda.org Group (series) LLC](#ezedaorg-group-series-llc) + - [Ezpodstack.org Group (series) LLC](#ezpodstackorg-group-series-llc) + - [Sol-calc.com Group (series) LLC](#sol-calccom-group-series-llc-1) + - [Axios Heart Studios Group (series) LLC](#axios-heart-studios-group-series-llc) + - [Redwood Springs Capital Partners Group (series) LLC](#redwood-springs-capital-partners-group-series-llc) + - [Redwood Family Office Group (series) LLC](#redwood-family-office-group-series-llc) + - [Suborbital Systems Group (series) LLC](#suborbital-systems-group-series-llc) + - [MeetMorse.com Group (series) LLC](#meetmorsecom-group-series-llc) + - [Wyble Family Office Group - Founding Collection (series) LLC](#wyble-family-office-group---founding-collection-series-llc) + - [Known Element Enterprises Group (series) LLC](#known-element-enterprises-group-series-llc) + - [The Campus Trading Company Group (series) LLC](#the-campus-trading-company-group-series-llc) + - [High Flight Network Operating Company Group (series) LLC](#high-flight-network-operating-company-group-series-llc) + - [High Flight Network Finance Company Group (series) LLC](#high-flight-network-finance-company-group-series-llc) + - [RackRental.net Operating Company LLC](#rackrentalnet-operating-company-llc) + - [Suborbital Systems Development Company LLC](#suborbital-systems-development-company-llc) + - [Bylaws](#bylaws) + - [Americans For A Better Network INC](#americans-for-a-better-network-inc) + - [Americans for a better network INC bylaws](#americans-for-a-better-network-inc-bylaws) + - [Side Door Group](#side-door-group) + - [Side Door Group Political Action Committee INC bylaws](#side-door-group-political-action-committee-inc-bylaws) + - [Side Door Solutions Group](#side-door-solutions-group) + - [Side Door Solutions Group INC](#side-door-solutions-group-inc) + - [Board and Board Committee Charters](#board-and-board-committee-charters) + - [Side Door Group Political Action Committee INC board charter](#side-door-group-political-action-committee-inc-board-charter) + - [Americans for a better network INC board charter](#americans-for-a-better-network-inc-board-charter) + - [Americans for a better network INC board committees charter](#americans-for-a-better-network-inc-board-committees-charter) + - [Turnkey Network Systems LLC Board charter](#turnkey-network-systems-llc-board-charter) + - [Redwood Springs Capital Partners Group LLC board charter](#redwood-springs-capital-partners-group-llc-board-charter) + - [Redwood Springs Capital Partners Group LLC standing board committees charter](#redwood-springs-capital-partners-group-llc-standing-board-committees-charter) + - [Redwood Springs Capital Partners Group LLC investment committee charter](#redwood-springs-capital-partners-group-llc-investment-committee-charter) + - [Turnkey Network Systems LLC Board committees charters](#turnkey-network-systems-llc-board-committees-charters) + - [Contracts](#contracts) + - [Known Element Enterprises Group LLC series service contract template](#known-element-enterprises-group-llc-series-service-contract-template) + - [The Campus Trading Company Group LLC series service contract template](#the-campus-trading-company-group-llc-series-service-contract-template) + - [Redwood Family Office Group LLC series service contract template](#redwood-family-office-group-llc-series-service-contract-template) + - [Redwood Springs Capital Partners Group Fund LLC subscription agreement template](#redwood-springs-capital-partners-group-fund-llc-subscription-agreement-template) + - [RackRental.net Operating Company LLC franchise agreement template](#rackrentalnet-operating-company-llc-franchise-agreement-template) + - [Policy Documents](#policy-documents) + - [Code of conduct](#code-of-conduct) + - [AML](#aml) + - [YC](#yc) + - [Anti Conflict of interest](#anti-conflict-of-interest) + - [Anti Fraud Waste \& Abuse](#anti-fraud-waste--abuse) + - [Anti harassment](#anti-harassment) + - [Anti retaliation](#anti-retaliation) + - [Social Networking](#social-networking) + - [Media](#media) + - [Template Operating Agreements](#template-operating-agreements) + - [Turnkey Network Systems LLC Child series operating agreement - operating series (template)](#turnkey-network-systems-llc-child-series-operating-agreement---operating-series-template) + - [Turnkey Network Systems LLC Child series operating agreement - tdcmps series (template)](#turnkey-network-systems-llc-child-series-operating-agreement---tdcmps-series-template) + - [Turnkey Network Systems LLC Child series operating agreement - cell series (template)](#turnkey-network-systems-llc-child-series-operating-agreement---cell-series-template) -This is a comprehensive list of documents to be created for this project. +## Operating Agreements -## Public RWSCP LP / Governance Documents (needed for RWSCP fundraise) +### Turnkey Network Systems LLC - ⁃ Turnkey Network Systems LLC (Company) operating agreement - ⁃ Turnkey Network Systems LLC Board charter - ⁃ Turnkey Network Systems LLC Board committees charters +#### ThePeerNet.com Group (series) LLC + +#### Ap4ap.org Group (series) LLC + +#### RackRental Group (series) LLC + +#### sol-calc.com Group (series) LLC + +#### StartingLineProductions.com Group (series) LLC + +#### TeamRental.net Group (series) LLC + +#### YourDreamNameHere.com Group (series) LLC + +#### MerchantsOfHope.org Group (series) LLC + +#### Ezeda.org Group (series) LLC + +#### Ezpodstack.org Group (series) LLC + +#### Sol-calc.com Group (series) LLC + +#### Axios Heart Studios Group (series) LLC + +#### Redwood Springs Capital Partners Group (series) LLC + + ⁃ Redwood Springs Capital Partners Group LLC operating agreement + ⁃ Redwood Springs Capital Partners Group Management Company LLC operating agreement + ⁃ Redwood Springs Capital Partners Group Fund GP LLC operating agreement + +#### Redwood Family Office Group (series) LLC + + ⁃ Redwood Family Office Group LLC comprehensive operating agreement + +#### Suborbital Systems Group (series) LLC + +#### MeetMorse.com Group (series) LLC + +#### Wyble Family Office Group - Founding Collection (series) LLC ⁃ Wyble Family Office Group Founding Collection LLC Operating Agreement (only reference the Company LLC agreement, not the Wyble Family Office LLC Operating Agreement (as the Wyble Family Office Operating Agreement specifically freezes in place the Founding Collection LLCs as bootstrap LLCs with no ability to change them) ⁃ Wyble Family Office Group Founding Collection - (memberco) LLC (template) operating agreement for series which are sole permanent members of Turnkey Network Systems LLC and its bootstrap series. - ⁃ Known Element Enterprises Group LLC comprehensive operating agreement and series service contract template - ⁃ The Campus Trading Company Group LLC comprehensive operating agreement and series service contract template - ⁃ Redwood Family Office Group LLC comprehensive operating agreement and series service contract template +#### Known Element Enterprises Group (series) LLC - ⁃ Redwood Springs Capital Partners Group LLC operating agreement - ⁃ Redwood Springs Capital Partners Group LLC board charter - ⁃ Redwood Springs Capital Partners Group LLC standing board committees charter - ⁃ Redwood Springs Capital Partners Group LLC investment committee charter - ⁃ Redwood Springs Capital Partners Group Management Company LLC operating agreement - ⁃ Redwood Springs Capital Partners Group Fund GP LLC operating agreement - ⁃ Redwood Springs Capital Partners Group Fund LLC subscription agreement template + ⁃ Known Element Enterprises Group LLC comprehensive operating agreement -## Non profit affiliated entities founding documents (needed for donor and RWSCP fundraise activities) (as they are heavily affiliated with the for profit business interests that RWSCP will be funding) +#### The Campus Trading Company Group (series) LLC - ⁃ Americans for a better network INC (intended to be a 501c3) bylaws - ⁃ Americans for a better network INC board charter - ⁃ Americans for a better network INC board committees charter - ⁃ Side Door Group Political Action Committee INC bylaws - ⁃ Side Door Group Political Action Committee INC board charter - ⁃ Side Door Solutions Group INC (intended to be a 501c4) + ⁃ The Campus Trading Company Group LLC comprehensive operating agreement -## For Profit affiliate standalone legal LLC entities founding documents +#### High Flight Network Operating Company Group (series) LLC + +#### High Flight Network Finance Company Group (series) LLC + +### RackRental.net Operating Company LLC ⁃ RackRental.net Operating Company LLC - ⁃ RackRental.net Operating Company LLC franchise agreement (template) (docassembly) + +### Suborbital Systems Development Company LLC + ⁃ Suborbital Systems.net Development Company LLC -## For profit subsidiary operating series +## Bylaws - ⁃ Ap4ap.org LLC +### Americans For A Better Network INC -- Starting Line Productions LLC - ⁃ Sol-calc.com LLC - ⁃ ThePeerNet.com LLC - ⁃ RackRental.net LLC - ⁃ Suborbital-Systems.net LLC +#### Americans for a better network INC bylaws -## Cooperative subsidiary operating series +### Side Door Group - ⁃ HFNOC - ⁃ HFNOC Flight Services - ⁃ HFNOC Public Sector General Flight Services - ⁃ HFNOC Public Sector National Security Flight Services - ⁃ HFNFC +#### Side Door Group Political Action Committee INC bylaws -## Free / libre / open projects operating series +### Side Door Solutions Group - ⁃ EzEda.org LLC - ⁃ EzPodStack.org LLC +#### Side Door Solutions Group INC -## Series foundational documents +## Board and Board Committee Charters - ⁃ Child series operating agreement - operating series (template) - ⁃ Child series operating agreement - asset holding series (template) - ⁃ Child series operating agreement - Cell series (template) +### Side Door Group Political Action Committee INC board charter + +### Americans for a better network INC board charter + +### Americans for a better network INC board committees charter + +### Turnkey Network Systems LLC Board charter + +### Redwood Springs Capital Partners Group LLC board charter + +### Redwood Springs Capital Partners Group LLC standing board committees charter + +### Redwood Springs Capital Partners Group LLC investment committee charter + +### Turnkey Network Systems LLC Board committees charters + +## Contracts + +### Known Element Enterprises Group LLC series service contract template + +### The Campus Trading Company Group LLC series service contract template + +### Redwood Family Office Group LLC series service contract template + +### Redwood Springs Capital Partners Group Fund LLC subscription agreement template + +### RackRental.net Operating Company LLC franchise agreement template ## Policy Documents - ⁃ Code of conduct - ⁃ AML - ⁃ KYC - ⁃ Anti Conflict of interest - ⁃ Anti Fraud Waste & Abuse - ⁃ Anti harassment - ⁃ Anti retaliation - - Social Networking - - Media +### Code of conduct + +### AML + +### YC + +### Anti Conflict of interest + +### Anti Fraud Waste & Abuse + +### Anti harassment + +### Anti retaliation + +### Social Networking + +### Media + +## Template Operating Agreements + +### Turnkey Network Systems LLC Child series operating agreement - operating series (template) + +### Turnkey Network Systems LLC Child series operating agreement - tdcmps series (template) + +### Turnkey Network Systems LLC Child series operating agreement - cell series (template) diff --git a/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md b/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md deleted file mode 100644 index 5933e3f..0000000 --- a/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md +++ /dev/null @@ -1,257 +0,0 @@ -# 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/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 6be1126..362ee47 100644 --- a/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -1,31 +1,23 @@ # TSYS Parent LLC Prompt - - - Contract language instructions : ⁃ 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. -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. - -The Company and its series are overseen by a board of directors which provides governance . The series are managed by their members with oversight by the Board. No employees. Only members or contractors. Contractors will fall into two classes: -Adjunct +Adjunct: Short term, 1099, fired at will. -Short term, 1099, fired at will. - -Vendor -will be on retainer and have an engagement letter and be +Vendor: will be on retainer and have an engagement letter and be on long term contract The series LLCs must use Calm Fund Shared Earnings SEAL/SAFE agreements or substantially similar arrangements crossed with FairShares principles for distributions. Series must use the sociocracy governance model. + + You are the senior partner of a large legal / accounting / consulting firm and have assembled a team with deep expertise in all of the following roles and functional areas: ⁃ Chief Financial Officer @@ -93,8 +85,6 @@ Your firm has been jointly engaged and retained by: ⁃ the overall parent company LLC: Turnkey Network Systems LLC ⁃ The prospective members of the operational lines of business series of Turnkey Network Systems LLC - ⁃ We accept the operating agreement draft in principle but want it to be as comprehensive as possible (you drafted it for us over the last two weeks and worked with us and our respective advisors and experts to tweak language and capture intent etc). - Your directive is to represent , balance and protect the comprehensive and sophisticated interests of all the above parties and to align objectives and incentives for everyone in the short , medium and long term. Here are your detailed instructions: @@ -105,10 +95,7 @@ Here are your detailed instructions: ⁃ Do not say what is already good about a sub section, just provide suggested language enhancements (if any) as an artifact per individual sub section , exactly one sub section at a time for me to easily copy and paste into the document. ⁃ Please be succinct. Only tell me if any actual edits have been made and prompt me to continue. Otherwise automatically move on to the next section. ⁃ It is ok to not have any feedback on a sub section . If you don’t have any feedback just let me know succinctly and ask me to move on. Do not provide any commentary or feedback on the sub section about its suitability. Just say no changes are needed and ask to move on. - ⁃ Ensure all cross references are correct. ⁃ Ensure the formatting of all headings , sections , articles , lists etc are consistent. This is a key legal document. Ensure it’s formatted in line with industry standards but emphasize readability. - ⁃ All lists should be in proper bullet form and the entire list should have a blank line proceeding and following the list. No blank space between list items. ⁃ Don’t be shy with using white space. Readability of this document is paramount. Liberally use bulleted lists , paragraphs, white space etc. ⁃ 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 : diff --git a/future-clinerules b/future-clinerules deleted file mode 100644 index 5f7316c..0000000 --- a/future-clinerules +++ /dev/null @@ -1,9 +0,0 @@ -# Project Guidelines - -## General Instructions - -- All output created in this working session should be created in markdown and given an .md extension and be able to pass a markdown linter, unless a specific file format is required for the task. -- All output will be tracked in source control, as this is a git repository. -- All output should be kept up to date as we collaborate. They should be complete and not just contain the latest update or be cut off. Use Claude's `update` command for minor changes and `rewrite` command for major revisions (or the equivalent calls in the Anthropic API). -- Use the output as persistent storage to maintain state and context across the conversation, helping to keep the context window manageable. -- The output files should be optimized by default for use by Claude/Anthropic API. Name them in the format: LLM-WorkingTopic-CurrentDateAndTime (using CST time in 24-hour format). For example: "LLM-DockerAPI-2025-03-12-1435-CST.md". \ No newline at end of file diff --git a/input-llm/ProjectRequirements b/input-llm/ProjectRequirements new file mode 100644 index 0000000..eaa2db1 --- /dev/null +++ b/input-llm/ProjectRequirements @@ -0,0 +1,41 @@ +# TSYS Governance Requirements + +## Metadata +- project_type: governance_system +- document_format: typst +- jurisdiction: Texas +- entity_type: series_llc +- version: 2.0 + +## Core Requirements +- operating_agreement: + - securities_disclaimers: required + - tboc_overrides: maximum_extent + - series_types: [tdcmsp, operating, cell] + - initial_series: 5 + - governance_model: sociocracy + - profit_interests_only: true + - service_providers: [known_element, campus_trading] + - electronic_governance: required + +## Document Structure +- title_page: securities_disclaimers +- toc: required +- definitions: comprehensive +- main_articles: [formation, series_types, governance, membership, financials, services, capital, amendments, general] +- schedules: [it_services, transactions, capital] + +## Formatting +- markdown_linting: required +- whitespace: liberal +- lists: bulleted_only +- cross_references: validated +- headings: consistent_numbering + +## Typst Features +- index: required +- toc: required +- cross_references: required +- glossary: [general, specific] +- formatting: consistent +- build_system: required diff --git a/output-llm/Draft-OperatingAgreement-TurnkeyNetworkSystemsLLC.md b/output-llm/Draft-OperatingAgreement-TurnkeyNetworkSystemsLLC.md new file mode 100644 index 0000000..bbc8c87 --- /dev/null +++ b/output-llm/Draft-OperatingAgreement-TurnkeyNetworkSystemsLLC.md @@ -0,0 +1,489 @@ +# AMENDED AND RESTATED OPERATING AGREEMENT OF TURNKEY NETWORK SYSTEMS LLC + +**A Texas Series Limited Liability Company** + +**Effective Date: March 14, 2025** + +## SECURITIES DISCLAIMER + +THE MEMBERSHIP INTERESTS DESCRIBED IN THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE MEMBERSHIP INTERESTS ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. THE MEMBERSHIP INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OPERATING AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. + +THE MEMBERSHIP INTERESTS INVOLVE A HIGH DEGREE OF RISK AND ARE SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. PROSPECTIVE MEMBERS SHOULD CAREFULLY REVIEW THIS OPERATING AGREEMENT AND CONSULT WITH THEIR OWN LEGAL, TAX, AND FINANCIAL ADVISORS BEFORE MAKING ANY INVESTMENT DECISION. + +THIS OPERATING AGREEMENT DOES NOT CONSTITUTE LEGAL, TAX, OR FINANCIAL ADVICE. ALL MEMBERS AND PROSPECTIVE MEMBERS ARE STRONGLY ENCOURAGED TO CONSULT WITH THEIR OWN PROFESSIONAL ADVISORS BEFORE MAKING ANY DECISIONS RELATED TO THE COMPANY OR ANY SERIES THEREOF. + +## ARTICLE I: DEFINITIONS AND INTERPRETATION + +### Section 1.1 Definitions + +As used in this Operating Agreement, the following terms shall have the meanings set forth below: + +**"Act"** means the Texas Business Organizations Code, as amended from time to time. + +**"Agreement"** means this Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time. + +**"Asset Management Series"** means a Series created for the purpose of holding tools, dies, casts, materials, supplies, intellectual property, and other assets, with no operations allowed except entering into usage agreements with Operating Series. + +**"Board"** means the Board of Directors of the Company, which provides governance for the Company and its Series. + +**"Cell Series"** means a Series that may contain subsidiary Asset Management Series and Operating Series and will have its own Board of Directors. + +**"Class A Member"** means a Member holding Class A Membership Interests in the Company or any Series. + +**"Class B Member"** means a Member holding Class B Membership Interests in the Company or any Series. + +**"Class C Member"** means a Member holding Class C Membership Interests in the Company or any Series. + +**"Company"** means Turnkey Network Systems LLC, a Texas series limited liability company. + +**"FairShares Model"** means the approach to membership categorization that recognizes different stakeholder contributions (Founders, Investors, Users, and Workers) and provides appropriate rights and responsibilities to each category. + +**"Founder Category"** means the membership category for individuals who established the Company or a Series. + +**"Investor Category"** means the membership category for individuals or entities that provide financial capital to the Company or a Series. + +**"Member"** means any Person holding Membership Interests in the Company or any Series. + +**"Membership Interest"** means a Member's entire interest in the Company or any Series, including the Member's economic interest, voting rights, and right to participate in management. + +**"Operating Series"** means a Series created to operate a distinct line of business meant to function as an independent enterprise. + +**"Person"** means an individual, corporation, partnership, limited liability company, trust, estate, association, joint venture, or other entity or governmental body. + +**"Profit Interest"** means a Membership Interest that entitles the holder to share in the profits and losses of the Company or a Series, but does not include any right to receive distributions upon liquidation of the Company or Series with respect to capital contributions. + +**"Series"** means a series of the Company established in accordance with this Agreement and the Act. + +**"Sociocracy"** means a system of governance that seeks to create harmonious social environments and productive organizations through consent-based decision-making and organizational structure. + +**"User Category"** means the membership category for individuals or entities that use the products or services of the Company or a Series. + +**"Worker Category"** means the membership category for individuals who contribute labor, knowledge, skills, or other non-financial resources to the Company or a Series. + +### Section 1.2 Interpretation + +In this Agreement, unless the context otherwise requires: + +(a) Words importing the singular include the plural and vice versa; + +(b) Words importing a gender include every gender; + +(c) References to "Article," "Section," or another subdivision are to an article, section, or subdivision of this Agreement; + +(d) The headings in this Agreement do not affect its interpretation; + +(e) References to any statute or statutory provision include that statute or provision as amended, extended, or re-enacted from time to time; + +(f) References to "include" or "including" shall be deemed to be followed by the words "without limitation"; and + +(g) References to "writing" or "written" include electronic forms of writing. + +## ARTICLE II: ORGANIZATION + +### Section 2.1 Formation + +The Company was formed as a limited liability company under the laws of the State of Texas by the filing of a Certificate of Formation with the Texas Secretary of State. This Agreement amends and restates in its entirety any previous operating agreements of the Company. All actions duly taken under any previous operating agreement are valid and continue in full force and effect. This includes, but is not limited to, all resolutions, appointments, contracts, and other actions properly authorized under the previous operating agreement. + +### Section 2.2 Name + +The name of the Company is "Turnkey Network Systems LLC." The business of the Company may be conducted under that name or any other name that the Board deems appropriate. + +### Section 2.3 Purpose + +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. + +### Section 2.4 Principal Office + +The principal office of the Company shall be at such place as the Board may designate from time to time. + +### Section 2.5 Registered Agent and Office + +The registered agent and registered office of the Company shall be as designated in the Certificate of Formation, or as the Board may designate from time to time. + +### Section 2.6 Term + +The Company shall have perpetual existence to the extent allowed by law, unless dissolved in accordance with this Agreement or the Act. + +### Section 2.7 Override of Texas Business Organizations Code + +To the maximum extent permitted by applicable law, the provisions of this Agreement shall override all provisions of the Texas Business Organizations Code that would otherwise apply to the Company or any Series but that may be modified or overridden by agreement of the Members. If any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be deemed to be amended to the smallest degree possible to make such provision effective under the Act. + +### Section 2.8 Prior Agreements Superseded + +This Agreement constitutes the entire agreement among the Members with respect to the affairs of the Company and the conduct of its business and supersedes all prior agreements, whether oral or written. 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. Notwithstanding the foregoing, all membership grants issued under any previous operating agreement remain in effect and shall be re-issued as Class A Profit Interests under this Agreement. + +## ARTICLE III: MEMBERSHIP + +### Section 3.1 Sole Member + +The Company has a sole Member, which is: Turnkey Network Systems - Wyble Family Office Group - Founding Collection - TSYSMemberCo (series) LLC. The sole Member may not be removed, and no new Members may be added to the Company. + +### Section 3.2 Capital Contributions and Capital Accounts + +(a) **Prohibition on Capital Interests and Capital Accounts**: Under no circumstances may the Company or its Series grant capital interests or maintain Capital accounts for the Company or any Series. Only Profit Interests may be granted. This prohibition applies to the Company and all Series created under this Agreement. + +(b) **Initial Capital Contribution**: The sole Member has made an initial capital contribution to the Company, the receipt and sufficiency of which are hereby acknowledged. + +(c) **Existing Membership Grants**: All membership grants issued under any previous operating agreement of the Company or any Series thereof remain in effect and shall be re-issued as Class A Profit Interests under this Agreement. This re-issuance shall not affect the rights, privileges, or obligations of any Member with respect to such membership interests, except as specifically provided in this Agreement. + +### Section 3.3 Liability of Members + +No Member shall be liable for the debts, obligations, or liabilities of the Company or any Series solely by reason of being a Member. + +### Section 3.4 Voting Rights + +The sole Member shall have one vote with respect to matters requiring Member approval for the Company. For Series, each Member, regardless of the size of their Profit Interest, shall have one vote. One Member, one vote shall be the rule for all Series. + +## ARTICLE IV: SERIES ESTABLISHMENT AND GOVERNANCE + +### Section 4.1 Establishment of Series + +(a) The Company may establish one or more Series in accordance with the Act and this Agreement. + +(b) Each Series shall have separate rights, powers, or duties with respect to specified property or obligations of the Company or profits and losses associated with specified property or obligations. + +(c) The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series. + +### Section 4.2 Types of Series + +The Company allows three kinds of Series to be created: + +(a) **Asset Management Series**: These Series may hold tools, dies, casts, materials, supplies, intellectual property, and other assets. No operations are allowed except entering into a usage agreement with an Operating Series. Asset Management Series are forbidden from entering into an agreement with the Company itself or any outside entity. + +(b) **Operating Series**: These Series are created to operate a distinct line of business meant to function as an independent enterprise. + +(c) **Cell Series**: These Series may contain subsidiary Asset Management Series and Operating Series and will have their own Board of Directors. + +### Section 4.3 Initial Series + +The Company will have five Series defined at the time of executing this Agreement. These Series cannot have any Members added or removed and will be perpetual: + +(a) **Known Element Enterprises LLC** (type: Operating Series), which will handle all IT functions for the Company and all Series. + +(b) **The Campus Trading Company LLC** (type: Operating Series), which will handle all transaction and treasury operations for the Company and all Series. + +(c) **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. + +(d) **Redwood Springs Capital Partners Group LLC** (type: Cell Series), which will handle all capital raising activities as the venture capital division of the Company. + +(e) **Wyble Family Office Group LLC** (type: Cell Series), which exists for the founders of the Company to handle their private wealth and affairs. + +### Section 4.4 Series Naming + +All Series shall be properly legally named and identified as Series of Turnkey Network Systems LLC. The proper naming convention shall be "[Series Name] LLC, a series of Turnkey Network Systems LLC." + +### Section 4.5 Series Isolation + +All Series must be fully isolated in the strongest possible sense. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series. + +### Section 4.6 Series Operating Agreements + +(a) Each Series may adopt its own operating agreement, which shall govern the operations and affairs of such Series, subject to the provisions of this Agreement. + +(b) Series have broad latitude in setting their own operating agreement parameters, but they cannot override anything that is set for the entire LLC in this Agreement. + +(c) All Series operating agreements must include a spousal/domestic partner/significant other community property disclaimer supplement. + +### Section 4.7 Series Management + +(a) By default, all Series shall be member-managed, with the Board providing governance, not management. + +(b) Series have broad latitude in capital deployment, Members, operations, hiring/firing, engaging into contracts, etc. They may elect to be member-managed, manager-managed, or a hybrid. + +(c) By default, Series will be nominally overseen by the Company Committee of the Board. + +### Section 4.8 Series Membership + +(a) **FairShares Model**: Series shall use the FairShares Model for categories of membership by default but may select whatever categories they want in their own discretion. + +(b) **Membership Classes**: All categories of membership will have three classes of membership (A, B, C) at minimum. These classes may not be removed or altered. Additional classes may be added by Series as needed at their sole discretion (with Board oversight; the Board may veto the additional classes with a 3/4 vote). + +(c) **Investor Category**: 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. + +(d) **Profit Interests Only**: Series may only grant Profit Interests. No capital interests will be offered, and no capital accounts will be maintained by any Series. + +### Section 4.9 Required Service Providers + +(a) **IT Services**: All Series created under the Company must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Schedule A attached to this Agreement provides a comprehensive list of services. The official list and terms are available at https://contract.knownelement.com. The referenced contract overrides this Agreement and can be updated by the relevant Board committees without Members needing to authorize the update process. + +(b) **Transaction/Treasury Services**: All Series created under the Company must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Schedule B attached to this Agreement provides a comprehensive list of services. The official list and terms are available at https://contract.thecampustradingcompany.com. The referenced contract overrides this Agreement and can be updated by the relevant Board committees without Members needing to authorize the update process. + +(c) **Capital Raising**: All Series created under the Company must use Redwood Springs Capital Partners LLC for any external equity capital raising. + +### Section 4.10 Capital Raising and Financing + +(a) Series may directly receive capital from non-dilutive sources such as SBIR, economic development funds (grants) without going through Redwood Springs Capital Partners Group LLC. + +(b) Series may directly raise capital from Members in exchange for Profit Interests (without going through Redwood Springs Capital Partners Group LLC). + +(c) Series may take loans from Members, but the loan must come through a Redwood Springs Capital Partners fund. + +## ARTICLE V: BOARD OF DIRECTORS AND GOVERNANCE + +### Section 5.1 Board of Directors + +(a) The Company and its Series shall be overseen by a Board of Directors, which shall provide governance. + +(b) The Board shall consist of at least five (5) directors, with the exact number determined by the sole Member. + +(c) Directors shall be appointed by the sole Member and shall serve until their successors are duly appointed or until their earlier death, resignation, or removal. + +(d) The Board shall meet at least quarterly and may meet more frequently as needed. + +(e) A majority of the directors shall constitute a quorum for the transaction of business. + +(f) The Board shall act by majority vote of the directors present at a meeting at which a quorum is present, except as otherwise provided in this Agreement. + +### Section 5.2 Board Committees + +(a) The Board shall establish the following committees: + +1. **Executive Committee**: Responsible for overall strategic direction and oversight of the Company and its Series. + +2. **Audit and Finance Committee**: Responsible for financial oversight, including review of financial statements, audit processes, and financial controls. + +3. **Governance Committee**: Responsible for Board governance, including Board composition, director nominations, and governance policies. + +4. **Risk and Compliance Committee**: Responsible for oversight of risk management and compliance with laws, regulations, and internal policies. + +5. **Technology and Innovation Committee**: Responsible for oversight of technology strategy, innovation initiatives, and digital transformation. + +6. **Company Committee**: Responsible for nominal oversight of Series that do not have dedicated committees or boards. + +(b) Each committee shall have at least three (3) members, who shall be appointed by the Board. + +(c) Each committee shall have a charter that sets forth its purpose, responsibilities, and procedures. + +(d) Committee charters are separate from this Agreement and can be updated independently of this Agreement, but updates must be approved by Series Members. + +### Section 5.3 Series Governance + +(a) Lower-level entities may have a board oversight component ranging from the default of nominal oversight by the Company Committee, or a dedicated committee, to a full independent Board with complete autonomy. + +(b) Cell Series shall have their own Board of Directors, which shall be appointed in accordance with the operating agreement of such Series. + +### Section 5.4 Sociocracy Principles + +(a) The Company and its Series shall use sociocracy principles blended with the Board structure, allowing for centralized strategic planning but highly distributed decision-making. + +(b) Key sociocracy principles to be applied include: + +1. **Consent-Based Decision-Making**: Decisions are made when there are no reasoned and paramount objections. + +2. **Circle Structure**: Governance occurs in circles (groups) with defined domains and responsibilities. + +3. **Double-Linking**: Two members of each circle participate in the next higher circle to ensure flow of information and alignment. + +4. **Elections by Consent**: People are elected to roles by consent after open discussion. + +### Section 5.5 Electronic Governance + +All signatures, record-keeping, voting, and other governance and operations shall be done electronically with no exceptions. + +## ARTICLE VI: ALLOCATIONS AND DISTRIBUTIONS + +### Section 6.1 Allocations of Profits and Losses + +(a) The profits and losses of each Series shall be allocated to the Members of such Series in accordance with their respective Profit Interests. + +(b) The Company itself shall not have any profits or losses, as it does not conduct any business. + +### Section 6.2 Distributions + +(a) Each Series may make distributions to its Members in accordance with its operating agreement, subject to the provisions of this Agreement and applicable law. + +(b) No distribution shall be 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. + +## ARTICLE VII: TRANSFERS OF MEMBERSHIP INTERESTS + +### Section 7.1 Restrictions on Transfer + +(a) The sole Member of the Company may not transfer its Membership Interest. + +(b) Members of Series may transfer their Membership Interests only in accordance with the operating agreement of such Series and this Agreement. + +### Section 7.2 Permitted Transfers + +(a) A Member of a Series may transfer all or any portion of its Membership Interest only: + +1. With the consent of all other Members of such Series; + +2. To the Series itself; + +3. To another Member of such Series; or + +4. As otherwise permitted by the operating agreement of such Series. + +(b) Any transfer in violation of this Article shall be null and void. + +## ARTICLE VIII: DISSOLUTION AND WINDING UP + +### Section 8.1 Dissolution of the Company + +The Company shall be dissolved and its affairs wound up only upon the occurrence of any of the following events: + +(a) The determination by the sole Member to dissolve the Company; + +(b) The entry of a decree of judicial dissolution under the Act; or + +(c) As otherwise required by the Act. + +### Section 8.2 Dissolution of a Series + +(a) A Series may be dissolved without affecting the perpetual nature of the Company. + +(b) A Series shall be dissolved and its affairs wound up upon the occurrence of any of the following events: + +1. The determination by the Members of such Series to dissolve the Series, in accordance with the operating agreement of such Series; + +2. The entry of a decree of judicial dissolution with respect to such Series under the Act; or + +3. As otherwise required by the Act or the operating agreement of such Series. + +### Section 8.3 Winding Up + +(a) Upon dissolution of the Company or any Series, the Board or the Members of such Series, as applicable, shall wind up the affairs of the Company or such Series. + +(b) The assets of the Company or such Series shall be liquidated, and the proceeds shall be applied in the following order: + +1. To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company or such Series; + +2. To Members in accordance with their positive capital account balances, taking into account all capital account adjustments for the fiscal year in which the liquidation occurs; and + +3. To Members in accordance with their respective Profit Interests. + +## ARTICLE IX: INDEMNIFICATION AND LIMITATION OF LIABILITY + +### Section 9.1 Indemnification + +(a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a Member, director, officer, employee, or agent of the Company or any Series, or is or was serving at the request of the Company or any Series as a director, officer, employee, or agent of another entity, to the fullest extent permitted by law. + +(b) Expenses incurred by a person seeking indemnification under this Section in defending any action, suit, or proceeding may be paid by the Company or the applicable Series in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company or such Series. + +### Section 9.2 Limitation of Liability + +(a) No Member, director, officer, employee, or agent of the Company or any Series shall be liable to the Company, any Series, or any other Member for any act or omission based upon errors of judgment or other fault in connection with the business or affairs of the Company or any Series, except for any such liability for losses, claims, damages, liabilities, or expenses that a court of competent jurisdiction determines resulted from the person's gross negligence, willful misconduct, or violation of law. + +(b) The debts, obligations, and liabilities of the Company or any Series, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company or such Series, and no Member, director, officer, employee, or agent of the Company or any Series shall be obligated personally for any such debt, obligation, or liability solely by reason of being a Member, director, officer, employee, or agent. + +## ARTICLE X: AMENDMENTS + +### Section 10.1 Amendment of Certificate of Formation + +The Certificate of Formation may be amended only with the written consent of the sole Member. + +### Section 10.2 Amendment of Operating Agreement + +This Agreement may be amended only with the written consent of the sole Member. + +### Section 10.3 Amendment of Series Operating Agreements + +The operating agreement of a Series may be amended in accordance with the terms of such operating agreement, subject to the provisions of this Agreement. + +## ARTICLE XI: MISCELLANEOUS + +### Section 11.1 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 or conflict of law provisions. + +### Section 11.2 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, 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. + +### Section 11.3 Binding Effect + +This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns. + +### Section 11.4 Counterparts + +This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +### Section 11.5 Notices + +All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by electronic mail, sent by certified or registered mail, return receipt requested, or sent by a nationally recognized overnight courier service, to the parties at their addresses set forth in the records of the Company. + +### Section 11.6 No Third-Party Beneficiaries + +This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, shall give or be construed to give to any person, other than the parties hereto and such permitted assigns, any legal or equitable rights hereunder. + +### Section 11.7 Entire Agreement + +This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. + +### Section 11.8 Waiver + +No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof. + +## SCHEDULE A: KNOWN ELEMENT ENTERPRISES LLC SERVICES + +The following is a non-exhaustive list of IT and business operations systems and services provided by Known Element Enterprises LLC to the Company and all Series: + +1. Information Technology Infrastructure Management +2. Software Development and Maintenance +3. Cybersecurity Services +4. Data Management and Analytics +5. Cloud Computing Services +6. Technical Support and Help Desk +7. Website Development and Maintenance +8. Email and Communication Systems +9. Network Administration +10. Business Process Automation +11. Project Management Systems +12. Document Management Systems +13. Customer Relationship Management Systems +14. Enterprise Resource Planning Systems +15. Business Intelligence and Reporting + +For the complete and current list of services and terms, please refer to https://contract.knownelement.com. + +## SCHEDULE B: THE CAMPUS TRADING COMPANY LLC SERVICES + +The following is a non-exhaustive list of transaction and treasury services and systems provided by The Campus Trading Company LLC to the Company and all Series: + +1. Payment Processing +2. Accounts Receivable Management +3. Accounts Payable Management +4. Cash Flow Management +5. Financial Reporting +6. Treasury Management +7. Foreign Exchange Services +8. Risk Management +9. Working Capital Management +10. Liquidity Management +11. Investment Management +12. Banking Relationship Management +13. Financial Analysis +14. Transaction Monitoring +15. Compliance Reporting + +For the complete and current list of services and terms, please refer to https://contract.thecampustradingcompany.com. + +## SPOUSAL/DOMESTIC PARTNER/SIGNIFICANT OTHER COMMUNITY PROPERTY DISCLAIMER SUPPLEMENT + +By signing below, the spouse, domestic partner, or significant other of a Member acknowledges and agrees that: + +1. The Member's Membership Interest in the Company or any Series is the Member's separate property. + +2. The spouse, domestic partner, or significant other has no community property interest in the Member's Membership Interest. + +3. The spouse, domestic partner, or significant other waives any right, title, or interest in the Member's Membership Interest. + +4. The spouse, domestic partner, or significant other consents to any future transactions by the Member with respect to the Member's Membership Interest without further consent or approval. + +5. This disclaimer shall be binding upon the spouse, domestic partner, or significant other and their heirs, executors, administrators, and assigns. + +## ELECTRONIC EXECUTION + +This Agreement shall be executed solely by electronic means in accordance with Section 5.5 of this Agreement. All parties acknowledge and agree that: + +1. This Agreement shall be signed electronically pursuant to the Texas Uniform Electronic Transactions Act (UETA), Texas Business & Commerce Code § 322.001 et seq., and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq. + +2. Electronic signatures to this Agreement shall have the same legal effect, validity, and enforceability as a manually executed signature to the fullest extent permitted by applicable law. + +3. Non-electronic signatures are not required and will not be accepted for this Agreement or any amendments, supplements, or modifications hereto. + +4. The electronic record of this Agreement shall be the authoritative version for all legal purposes. + +5. By electronically signing this Agreement, each party represents that they have the authority to bind the entity they represent to this Agreement. + +The effective date of this Agreement shall be the date when the last required party electronically signs this Agreement. diff --git a/output-llm/WorkLog.md b/output-llm/WorkLog.md new file mode 100644 index 0000000..ba23d1f --- /dev/null +++ b/output-llm/WorkLog.md @@ -0,0 +1,55 @@ +# TSYS Governance Work Log + +## Operating Agreement Plan + +### Document Structure +- Title Page: Securities Disclaimers +- TOC +- Definitions +- Main Articles: + * Formation/Purpose + * Series Types + * Governance + * Membership/Profit + * Financials + * Services + * Capital + * Amendments + * General +- Schedules: + * A: IT Services + * B: Transactions + * C: Capital + +### Key Modifications +- Add securities disclaimers +- Strengthen TBOC overrides +- Formalize series types +- Incorporate sociocracy +- Add profit interest details +- Mandate service providers +- Require electronic governance + +### Open Questions +1. Specific securities disclaimer language? +2. Additional series restrictions? +3. Sociocratic governance elements? +4. Sample profit interest calculations? +5. Additional service requirements? + +### Key Requirements +- TBOC overrides +- Three series types (TDCMSP, Operating, Cell) +- Five initial perpetual series +- Sociocratic governance +- Profit interests only +- Exclusive service providers +- Electronic governance + +### Governance Structure +- Board oversight +- Multiple committees +- Sociocratic principles +- Centralized strategy +- Distributed decision-making +- Electronic operations diff --git a/requirements/CleanedProjectRequirements.md b/requirements/CleanedProjectRequirements.md new file mode 100644 index 0000000..3f918b8 --- /dev/null +++ b/requirements/CleanedProjectRequirements.md @@ -0,0 +1,94 @@ +# TSYS Governance Project Requirements + +## Executive Summary +This document outlines the requirements for developing a comprehensive governance system for Turnkey Network Systems LLC and its associated entities. The system will include operating agreements, board charters, bylaws, and corporate policies, all managed through a Typst-based document repository. + +## Project Scope +- Develop hierarchical governance documents +- Create operating agreements for series LLC structure +- Establish board governance framework +- Implement electronic governance systems +- Ensure compliance with Texas business laws + +## Core Requirements + +### Operating Agreement +- Include securities disclaimers +- Override TBOC provisions to maximum extent +- Define three series types: + 1. TDCMSP (Tools/Dies/Casts/Materials/Supplies/Property) + 2. Operating Series + 3. Cell Series +- Establish five initial perpetual series +- Implement sociocratic governance model +- Restrict to profit interests only +- Mandate exclusive service providers +- Require electronic governance systems + +### Document Structure +- Title Page with securities disclaimers +- Table of Contents +- Comprehensive Definitions section +- Main Articles: + - Formation & Purpose + - Series Types + - Governance Structure + - Membership & Profit Distribution + - Financial Operations + - Service Agreements + - Capital Management + - Amendments Process + - General Provisions +- Schedules: + - IT Services (Schedule A) + - Transaction Services (Schedule B) + - Capital Management (Schedule C) + +### Formatting Standards +- Use Typst document system +- Implement consistent heading hierarchy +- Maintain liberal whitespace +- Use bulleted lists exclusively +- Validate all cross-references +- Pass markdown linting checks +- Include comprehensive index +- Create detailed table of contents +- Develop glossary system: + - General glossary for top-level terms + - Specific glossaries for lower-level documents + +### Typst Implementation +- Create build system +- Establish version control with Git +- Implement consistent formatting +- Develop cross-reference system +- Create template system for documents +- Establish document hierarchy +- Implement automated validation + +## Governance Framework +- Board oversight structure +- Multiple specialized committees +- Sociocratic decision-making +- Centralized strategy planning +- Distributed operational control +- Electronic governance systems +- Member voting protocols +- Profit interest management + +## Service Provider Requirements +- Mandate Known Element Enterprises for IT services +- Require Campus Trading Company for transaction services +- Designate Redwood Springs Capital Partners for capital raising +- Establish service level agreements +- Create standardized contracts +- Implement service monitoring + +## Next Steps +1. Finalize operating agreement structure +2. Develop board governance framework +3. Create document templates +4. Implement Typst build system +5. Establish version control processes +6. Develop validation systems +7. Create documentation standards diff --git a/requirements/ProjectRequirements.md b/requirements/ProjectRequirements.md new file mode 100644 index 0000000..f5a5b90 --- /dev/null +++ b/requirements/ProjectRequirements.md @@ -0,0 +1,115 @@ +# 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) + - [Milestone deliverable critical path/plan](#milestone-deliverable-critical-pathplan) + - [Document Formatting Information](#document-formatting-information) + - [Typst Instructions](#typst-instructions) + +## 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. + +## 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 + + + +## 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. + ⁃ Ensure all cross references are correct. + ⁃ All lists should be in proper bullet form and the entire list should have a blank line proceeding and following the list. No blank space between list items. +- 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 \ No newline at end of file diff --git a/requirements/Requirements-TurnkeyNetworkSystemsLLC.md b/requirements/Requirements-TurnkeyNetworkSystemsLLC.md new file mode 100644 index 0000000..d7de35d --- /dev/null +++ b/requirements/Requirements-TurnkeyNetworkSystemsLLC.md @@ -0,0 +1,58 @@ +# Requirements for Turnkey Network Systems LLC 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 securities exemption disclaimers at the front of the document. +⁃ 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 +- The Company and its series are overseen by a board of directors which provides governance . The series are (by default) managed by their members with oversight by the Board. +⁃ 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. \ No newline at end of file diff --git a/requirements/TypstRequirements.md b/requirements/TypstRequirements.md new file mode 100644 index 0000000..aecba8d --- /dev/null +++ b/requirements/TypstRequirements.md @@ -0,0 +1,68 @@ +# TYPST + +I am creating an interconnected/related set of governance documents for my company. I want to use Typst. + +Core requirements: + +A hierarchy of operating agreements. Up to four levels deep: + +- Parent LLC +- Child LLC +- Grand Child LLC +- Great Grand Child LLC + +At every level I will want : + +- a glossary (a global glossary at the top level, a document specific glossary at each sub level) (sub levels will never redefine a term, only add terms). The sub level glossary does not need to include the definitions from the top level glossary. + +- an index (a global index at the top level, a document specific index at each sub level) + +I will need to cross reference articles/sections/headings/terms from sub levels to the top level but not the other way. + +I will also have: + +Bylaws + +They will only one level deep) . They will need glossary/index. They will not have any cross references. + +I will also have: + +- Policies +- Contracts + +They will only one level deep. +They will need glossary/index. +They will have cross references. + +I will also have: + +Board Charters +Board Committee charters . + +They will be two levels deep. +They will need glossary/index at each level. +They will have cross references. + +- All of this will be in a single git repository and a single governance book. Setup .gitignore/.gitkeep as needed. This will eventually be integrated into a CI/CD workflow so keep that in mind in your design. + +- On the title page of every document, I need the main company logo (on the top half) and the subsidary company logo (on the bottom half) + +- In the footer of every page I need the main company logo in the bottom left corner and the subsidary company logo for that document in the lower right corner + +- I will need to create both PDF and HTML output. + + +- I want you to create the typst system from my requirements. You may create any example files you need. Put everything under a directory called typst. + +- Test each bit of functionality one at a time. Ensure it fully works before moving on. + +- I am using Powersehll on windows. Do not use any linux commandsor syntax, they won't work. + +- I want you to only look at the typst subdirectory and ignore all other sub directories. + +- This is my second attempt to do this project. You made many basic mistakes the previous time. Slow down, take your time, think carefully before you proceed. You will find your existing efforts in the typst subdirectory. + +- Check for syntax errors in all relevant files before you try to compile. + +- Test each bit of functionality one at a time. Ensure it fully works before moving on. +