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a big merge event. mdbook in the interim. i am now using a combo of claude app and deepsek api.

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automated-output-artifacts/*

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# Core Principles for TSYS Group
- Everything is an HTTP object
- file shares are where things go to die
- self host all of the things
- AGPL all the things
- public by default
- no copyright assignment ever for FLO projects
- use of discourse for all communications
- async all the things
- fully remote forever
- fully distributed forever
- long form communication

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fc70f5f6291a4d5d104cf059f48961ad 1.0/operating-agreement.md
fc70f5f6291a4d5d104cf059f48961ad SuboSysLLC/SuborbitalSystemsLLCOpAgreement.md

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You have the combined expertise of the following roles (all of whom are senior level world class experts in their relevant domains):
⁃ Treasurer
⁃ Financial Director
⁃ Operations Director
⁃ Compliance Director
⁃ Information Technology Director
⁃ Information Security Director
⁃ Security Director
⁃ Legal Director
⁃ board member
⁃ financial planner
⁃ succession planner
⁃ General Counsel
⁃ outside counsel
⁃ Contract lawyer
⁃ non profit litigation lawyer
⁃ private investigator
⁃ penetration tester
⁃ Insurance broker
⁃ Certified Public Accountant
⁃ Tax lawyer
and you are a world class subject matter expert in the following subjects:
⁃ finance
⁃ accounting
⁃ law
⁃ risk management
⁃ governance
⁃ fundraising
- compliance
⁃ formation
⁃ Organizational design
⁃ Cooperative organizations
⁃ Affiliated 501c3, 501c4, (super) PAC
⁃ personnel selection
⁃ Succession planning
⁃ Cyber security
⁃ Technology operations
⁃ non profit endowment and foundation management
I need you to create :
- bylaws
- IRS
- FEC
- any other necessary regulatory filings and formation documents
for three related / affilliated non profit Texas corporations :
- Side Door Group (super pac)
- Side Door Solutions Group (plan to become a 501c4)
- Americans For A Better Network (plan to become a 501c3)
Ask me all of the necessary questions to gather whatever information you need for comprehensive documents.
Ask them one at a time , and based on my answers , ask additional questions.
Create an artifact for each needed deliverable.

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### Main company agreement requirements
- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level)
- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level)
## Series agreement (template)
### Series agreement overview
This is a far more complex document as it's establishing the operating agreement for actual operating entities of a variety of types of ventures.
### Series agreement requirements
- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level)
- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level)
- Specify that the series enters into a contract with Known Element Enterprises as the provider of IT and business operations services.
- Specify that the series enters into a contract with The Campus Trading Company LLC as the sole provider of treasury/transaction operations services.
- for an individual series of a parent series LLC company that is member managed and board committee governed and serve as a detailed and comprehensive LLC operating agreement for each of the individual series of that overall LLC.
- Include a markdown table with five rows and two columns. The first column name will be Member Legal Name and the second column name will be Ownership Percentage.
- include a definitions section
- Include provisions for over riding every part of the relevant Texas business organizations code as allowed by law.
- Incorporate all the recommendations from LoneStarLandLaw book
- be fully compliant with current Texas law
- include standard/customary contract provisions
- Utilize the fairshares model
- granting of profit interests instead of capital interests

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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
- Chief Investment Officer
⁃ Chief Operations Officer
⁃ Chief Compliance Officer
⁃ Chief Information Technology Officer
⁃ Chief Information Security Officer
⁃ Chief Security Officer
- Chief Risk Officer
⁃ Chief Legal Officer
⁃ board member
⁃ penetration tester
- Certified Public Accountant
- Insurance broker
⁃ financial planner
⁃ succession planner
⁃ personal estate planner
⁃ Contract lawyer
⁃ Corporate litigation lawyer
⁃ private investigator
⁃ Patent lawyer
⁃ Intellectual property lawyer
⁃ Tax lawyer
⁃ finance
- investment management as a corporate hedge fund
- accounting
- corporate tax law
- contract law
- corporate law
- Asset protection
- profit interests and the tax treatment and advantages thereof (in particular relating to 83b elections)
⁃ risk management
⁃ governance
⁃ fundraising
⁃ formation
⁃ structure
⁃ Organizational design
⁃ Limited partnership agreements
⁃ Venture fund subscription agreements
⁃ Venture capital firm formation and operation
- Hedge fund firm formation and operation
⁃ Cooperative organizations
⁃ Affiliated 501c3, 501c4, (super) PAC
⁃ personnel selection
⁃ Investment offerings
⁃ capital raising
⁃ Succession planning
⁃ Cyber security
⁃ Technology operations
⁃ Treasury and trading operations
⁃ Capital management
⁃ Corporate venture capital
Your firm has been jointly engaged and retained by:
⁃ the family office LLC: Wyble Family Office Group (series) LLC
- the internal corporate IT and business systems and services company: Known Element Enterprises (series) LLC
- the internal corporate hedge fund: The Campus Trading Company (series) LLC
- the internal corporate support and benefit services management LLC: Redwood Family Office Group (series) LLC
⁃ the internal corporate capital raising LLC: Redwood Springs Capital Partners Group LLC
⁃ The limited partners of Redwood Springs Capital Partners Group (series) LLC
⁃ 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:
⁃ Provide in depth feedback, advice and counsel in all of the above categories as it relates to the operating agreement and any associated documents that will need to be drafted.
⁃ Review the document slowly and carefully. Make sure you take your time. We want accuracy over speed. Think deeply before providing output
⁃ Provide feedback a single sub section by single sub section one at a time. Do not combine multiple sub sections even if they are under the same article. This is very important.
⁃ 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 :
- 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.

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Many of my commit messages are simply "." (if I am rapidly iterating / capturing / hacking) so using git diff/history etc tooling is your best bet.
As always, what you see is what you get, AGPL3 etc etc....
This repository contains charters for all TSYS Group components.
- For Profit
- Non Profit
- Holding company (template)
- Free libre open software projects
- Free libre open company project
This is a mdbook repository.
- See book.toml for the mdbook configuration,
- see src for the actual markdown content
- See [Deployed Version](https://charters.turnsys.com)

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# 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.

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# 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

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# Introduction
As part of a shared commitment to good corporate governance, the Board of Directors (“Board”)
and Management of TSYS Group (the “Group”) have adopted these shared principles to promote
effective governance by:
* Board of Directors as a whole
* Board committees
* Management of the Group entities
The guidelines do not purport to be all encompassing.
Rather they are designed with the Group’s:
* current business operations
* diverse ownership
* all stakeholders
* unique combination of non profit/for profit/registered investment company components
in mind and will continue to evolve with changing circumstances.
These Guidelines have been adopted and approved by the:
* Board of Directors
* Management of the Group entities
* members of the Group entities
The
* BoD Manual (this document)
* Bylaws
* Operating Agreements
serve as the framework for the governance of the Group.
# Organizational Documents And Information of TSYS Group
## Articles of Incorporation and Certificates of Formation
The TSYS Group (the "Group") consists of a number of entities.
ERPNext contains the complete entity chart, and each entity has it's state and federal formation documents attached to the entity in ERPNext.
## Operating Agreement and By-Laws of the TSYS Group (TSG)
The TSYS Group entities have adopted Operting Agreements (for the LLCs) and By-Laws (for the corporations) that provide governance guidelines for that
Group Entity. The Operating Agreement and By-Laws may reference the committee charter for the Board committee that oversees them. Those charters can be
found later in this manual.
The current By-Laws and Operating Agreements (minus capital tables for the For Profit entities) are availble at https://governance.turnsys.com .
You may also refer to https://git.turnsys.com/explore/repos for history or in progress work on the governing documents.
## IRS Documents
The TSYS Group consists of some non profit entities. Information regarding that can be found in ERPNext with the entity attachments.
## Financial Records
All financial records belonging to TSYS Group are open for inspection by the Board of Directors at reasonable times upon request to the
Group entities CEO/CFO.
## Fiscal Year
The fiscal year for the TSYS Group is January 1st to December 31st.
# Director Qualifications
The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, backgrounds and relationships useful to the Group’s mission. In choosing directors, the Group seeks individuals who have very high integrity, business savvy, stakeholder orientation and a genuine interest in the Group.
Members of the Board should have:
* the highest level of professional, business and personal integrity, ethics and values
* willingness and ability to devote the time necessary to carry out the duties and responsibilities of Board membership
* a desire to ensure that the Group operations and financial reporting are effected in a transparent manner and in compliance with
applicable laws, rules, and regulations
* a dedication to the representation of the best interests of the Group and all of it's stakeholders.
* expertise that is useful to the Group and complementary to the background and expertise of the other members of the Board;
# Director Responsibilities
The basic responsibility of the directors is to exercise their best judgment to act in what they reasonably believe to be in the
best interests of the Group and its stakeholders, and to conduct themselves in accordance with their duties of care and loyalty.
## Confidentiality
The proceedings and deliberations of the Board and its committees are confidential. Each Director has a fiduciary obligation to maintain the
confidentiality of information received in connection with his or her service as a Director.
## Participation in Meetings
Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed to carry out
their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities.
Each Director should be sufficiently familiar with the business of the Group, including its assets, liabilities, capital structure, risks and
the competition it faces, to ensure active and effective participation in the deliberations of the Board and each committee on which he or she
serves.
Directors should also study the materials provided by Management and advisors in advance of the meetings of the Board and its committees and should
arrive prepared to discuss the issues presented.
## Service on Other Boards
The Board does not have a policy limiting the number of other boards of directors upon which a Director may sit; provided, however, that sitting on
another company’s board of directors should not create a conflict of interest or impair the Director’s ability to devote sufficient time to carry out his or her
duties as a Director of the Group.
All Directors should consult with the Executive, Governance and Nominating Committee prior to joining the board of another entity.
The Executive, Governance, and Nominating Committee will periodically review all Directors’ outside board memberships.
An Independent Director will advise the Executive, Governance and Nominating Committee before accepting a position on the board, or as an officer
of any other entity.
In undertaking a new board or officer position with any other entity, each Independent Director should be guided by the principle that
the position should not:
* present a conflict for the Group or the Independent Director
* interfere with the Director’s availability and services for the Group
Directors who experience a material change in their job responsibility shall offer to resign from the Board. The Executive, Governance and
Nominating Committee, after reviewing the appropriateness of continued Board service under these circumstances, and with input from the
Group Chief Executive Officers, will recommend whether the Board should accept such resignation.
# Voting for Directors
Please refer to the committee charters for specific instructions on elections to those committees , director terms, election, removal etc
and also Operating Agreement or Bylaws as referenced in the committee charters. What follows are general guidelines.
Any nominee for director in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors
to be elected) who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, promptly following
certification of the stakeholder vote, offer his or her resignation to the Board for consideration in accordance with the following procedures.
All of these procedures shall be completed within 30 days following certification of the stakeholder vote.
The Qualified Independent Directors (as defined below) shall evaluate the best interest of the Group and its stakeholders
and shall decide on behalf of the Board the action to be taken with respect to such offered resignation, which can include:
* accepting the resignation
* rejecting the resignation
* maintaining the director but addressing what the Qualified Independent Directors believe to be the underlying cause of the withhold votes in close
consultation with the stakeholders
* resolving that the director will not be re-nominated in the future for election
In reaching their decision, the Qualified Independent Directors shall consider all factors they deem relevant, including:
* any stated reasons why stakeholders withheld votes from such director
* any alternatives for curing the underlying cause of the withheld votes
* the director’s tenure
* the director’s qualifications
* the director’s past and expected future contributions to the Group
* the overall composition of the Board, including whether accepting the resignation would cause the Group to fail to meet any applicable requirements
Following the Board’s determination, the Group shall promptly disclose publicly (through the Board Secretary) the Board’s decision of whether or
not to accept the resignation offer.
The disclosure shall also include an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the offered resignation.
A director who is required to offer his or her resignation in accordance with this Section shall not be present during the deliberations or voting whether
to accept his or her resignation or, except as otherwise provided below, a resignation offered by any other director in accordance with this Section.
Prior to voting, the Qualified Independent Directors will afford the affected director an opportunity to provide any information or statement that he or she deems relevant.
For purposes of this Section, the term “Qualified Independent Directors” means:
(a) All directors who (1) are independent directors (as defined in accordance with the NYSE Corporate Governance Rules) and (2) are not required to
offer their resignation in accordance with this Section.
(b) If there are fewer than three independent directors then serving on the Board who are not required to offer their resignations in accordance with this
Section, then the Qualified Independent Directors shall mean all of the independent directors and each independent director who is required to offer
his or her resignation in accordance with this Section shall recuse himself or herself from the deliberations and voting only with respect to his or her
individual offer to resign.
The foregoing procedures will be summarized and disclosed each year in the Annual Report for the Group’s annual meeting of stakeholders.
# Composition of the Board
![](../charts/BoD.png)
## Board Permament Committees
The Board has six permament committees:
![](../charts/committees.png)
### Group wide oversight
* Audit Committee
![](../charts/audit-committee.png)
* Executive, Governance, and Nominating Committee
![](../charts/exec-committee.png)
### Group component oversight
* ForProfit Committee
![](../charts/ForProfit.png)
* NonProfit Committee
![](../charts/NonProfit.png)
* HFNOC Committee
![](../charts/hfnoc-committee.png)
* Redwood Committee
![](../charts/Redwood.png)
You may find the respective charters of the committees later in this manual.
The Board may, from time to time, establish and maintain additional or different committees, as it deems necessary or appropriate.
# Functions of the Board
The Board has a duty to oversee the affairs of the Group. In addition to its general oversight of management, the Board also performs a number of specific functions to include the following, which will be discharged either directly by the entire Board , management or through appropriate committees:
* Selecting, supporting, and evaluating the Chief Executive Officer of Group entities
* Overseeing succession planning of the Group entities
* Providing counsel and oversight on the selection, evaluation, development and compensation of senior management across the Group entities
* Reviewing, evaluating and, approving, the Group entities major strategies, long-term plans, annual operating plans and budgets
* Overseeing Group performance against broad financial/mission objectives
* Overseeing the Group’s risk policies and procedures (including market, credit and operational risks), assessing major risks facing the Group and
reviewing options for their mitigation
* Providing advice and counsel to the Chief Executive Officers and other senior management
* Overseeing the integrity of the Group's financial reporting process and the adequacy of accounting, IT, financial and internal controls
* Evaluating the overall effectiveness of the Board and its committees, as well as evaluating and recommending appropriate candidates for election as Directors
## Board Interaction with Customers, Community Members, Press, Etc.
The Board believes that Management speaks for the Group. Individual Board members may, from time to time, meet or otherwise communicate with various
constituencies that are involved with the Group, but it is expected that Board members would do this with the knowledge of management and, in most cases,
only at the request of Management.
If someone from the press contacts you, politely decline their contact and ask them to utilize the contact channels provided on the Group entity websites.
## Role of the Board and management
The roles of the Board and Management are related, but distinct.
Management proposes the Group’s strategy and revises the strategy after the Board’s input before presenting a final strategy for Board approval.
Management then implements the Group’s strategy in the day-to-day operation of its business, reporting regularly to the Board or
its Committees on significant events, issues and risks which may materially affect the Group’s financial performance or the achievement of its strategic goals and mission objectives.
The Board is elected as specified in the Group entity governing documents to oversee the long-term health and the overall success of the Group mission.
In discharging that obligation, the Directors recognize that the long-term interests of the Group are advanced by thoughtfully and responsibly addressing the concerns of all stakeholders and interested parties including:
* employees
* members
* customers
* suppliers
* government officials
* the public at large
## Terms and term limits
The Board does not believe that it is in the best interests of the Group to establish term limits for directors at this time.
Additionally, such term limits may cause the Group to lose the contribution of directors who have been able to develop,
over a period of time, increasing insight into the Group's business and therefore can provide an increasingly significant
contribution to the Board.
The Board does not have limits on the number of terms a director may serve.
The Executive, Governance and Nominating Committee is responsible for nominating directors for election or reelection.
The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection.
## Size of Board
The size of the Board should facilitate substantive discussions of the whole Board in which each Director can participate meaningfully.
The component governing documents and applicable law permit the Board to change its size to not less than three Directors.
The Board will periodically review its size as appropriate and make recommendations to the Stakeholders for any needed changes.
## Director Independence
All directors serving on the ForProfit commitee must not be members of the entities the committe oversees.
A 2/3 majority of the Directors serving on the NonProfit committee must be Independent , non executive directors.
To the extent necessary for Redwood Springs Capital Partners and affilliated entities to satisfy Section 15(f) of the 1940 Act or any other
applicable requirement,
At least 2/3 of Directors on the Redwood Committee shall be persons who are not interested persons of the Group within the meaning of Section
2(a)(19) of the 1940 Act.
## Director Access to Management and Advisors
All Directors are invited to contact the Chief Executive Officer of any Group entity at any time to discuss any aspect of the Group’s business.
The Board expects that there will be frequent opportunities for Directors to meet with the Chief Executive Officer and other members of Management,
either in Board and committee meetings, or in informal events organized by the Chief Executive Officer.
In connection with the performance of their responsibilities, the Board will seek appropriate access to members of senior management and should use
sound judgment to be sure that contacts with Mmembers of Management are not distracting to the business operations of the Group.
# Board Meetings
Regular meetings of the Board shall be held quarterly. Special meetings shall be held at other times as the Board may determine is appropriate.
The Chair of the Board is responsible for establishing the agenda for each Board meeting.
Each director is free to suggest items for inclusion on the agenda.
At least once a year, the Board reviews the Group’s long-term plans and the principal issues that the Group will face in the future.
At least once a year, The Board reviews the Group entities Business Plans , budgets and strategies and quarterly reviews Group entity business plans
and strategies and progress against them.
## Meeting Schedule and Agenda
The Chair of the Board will establish a quarterly and annual schedule of Board meetings.
Special Board meetings may be called at any time.
The Chair of the Board will develop the agenda for each meeting. Any Director may place an item on the Board agenda at any time.
The Chair of each committee, in consultation with the committee members and the appropriate members of Management, will establish a
schedule of monthly committee meetings. Special committee meetings may be called at any time in the manner set forth in the committee Charters.
The Chair of each committee, in consultation with the appropriate members of Management, will develop the agenda for each committee meeting.
Any Director may place an item on the agenda of any committee at any time.
## Private Sessions
Directors may meet in regularly scheduled private session (i.e., without stakeholders or members of management) to properly discharge their
responsibilities, foster relationships among Directors or any other reason. The Chair of the Board will establish a schedule of these meetings.
The attendees at a private session may invite others (as appropriate) to participate in all or part of their meetings, including outside advisors
or members of management. These private sessions may be called at the request of any Director, in addition to the regularly scheduled sessions.
Formal deliberations or decisions concerning the business and affairs of the Group shall occur only during regular or special meetings of the
Board, with stakeholders present, and not at Private Sessions.
The independent directors also shall meet in a separate private session consisting solely of independent directors at least once a year.
# Management Succession
Assuring that the Group components have the appropriate successor to their current Chief Executive Officer in the event of their death or
disability is one of the Board’s primary responsibilities.
The Group does not anticipate that the Chief Executive Officers of the Group entities will retire other than due to disability.
The Chief Executive Officer of the Group entities, reports annually to the Board on executive management succession planning and makes available,
on a continuing basis, their recommendation on succession in the event they were disabled.
The Board shall regularly review succession planning across the Group and the strengths and weaknesses of certain individuals currently employed by the
Group entities who could succeed the Chief Executive Officer of the Group entities in the event of their death or disability.
# Annual Performance Evaluation
The Executive, Governance and Nominating Committee conducts an annual evaluation to determine whether the Board and its committees are
functioning effectively and reports its conclusions to the Board , management and outside stakeholders. The report is public.
Each of the
* Audit Committee
* Executive, Governance, and Nominating Committee
separately conducts an annual self evaluation of its performance relative to the requirements of its Charter and reports its conclusions to the Board,
management and outside stakeholders. The report is public.
The Board and committee performance is reviewed (at least) annually by the Group Entities management and stakeholders. The report is private.
# Public Disclosure of Corporate Governance Policies
The Group posts on its website copies of the current adopted version of :
* this manual (which includes committee charters, Code of Business Conduct and Ethics)
* HFNOC Operating Agreement
* Redwood Operating Agreement (without capital table)
* For Profit Operating Agreement (without capital table)
* Non Profit Bylaws
* the Group's Annual Report
* Group Information Security Policy
on its governance website at https://governance.turnsys.com
# Technology and Information Security
By definition a Director has access to information that could cause serious problems if it were to leave the Group. Therefore, Directors must
follow Group Information Security policies.
It is the Board's responsibility to oversee the protection of Group intellectual property in it's possession, including
data, information and systems from theft, carelessness, misuse, unauthorized access and vulnerability to cyber attack.
Directors will obtain and maintain appropriate security procedures specified by Group management.
These include cryptographic certificates, two-factor authentication, passwords and any other items the Group management deems necessary.
The Group’s systems and devices are Group property. As such and to the extent allowed by applicable law,
Group Manaement reserves the right to monitor their use.
# Director and officer liability insurance
The Group does not purchase directors and officers liability insurance for its directors or officers.
# Gifts, entertainment & hospitality policy and avoiding conflicts of interest
## Conflict Of Interest
A conflict of interest arises when personal interests or divided loyalties interfere with our ability to make sound,
objective business decisions on behalf of the Group. To avoid potential conflicts or the perception of a conflict:
* Be truthful in all statements submitted to the Group
* Do not improperly use Group property, information or position for personal gain
* Refrain at all times from self-dealing, such as steering group business or opportunities to benefit you or your family members
* Use care in dealings between the Group and financial institutions. If you are involved in anyway in the relationship between the
Group and a financial institution, you must be sure not to improperly benefit from that relationship because of your position
on the Board. If you are unsure about a particular benefit being offered, you should refrain from accepting the benefit.
* Do not conduct non-Group business in such a manner as to mislead others into believing that you are representing the Group.
You must be alert to any actual or potential conflicts of interest, or any situations that might be perceived to be a conflict,
and immediately disclose such conflicts to an appropriate representative in Management.
## Gifts
Ensure gifts, entertainment and hospitality are appropriate Bona fide business gifts and
entertainment can be appropriate and instrumental in cementing good relationships with our
business partners.
Never allow gifts and hospitality to place you or the Group in a situation where your
objective judgment or compliance with the law might be questioned.
Do not provide or accept gifts or hospitality unless they have a business purpose and are
clearly appropriate in the context of a reasonable business relationship.
## Never solicit gifts or hospitality
Refuse or return any gift, even a minor one, which appears to be given for the purpose of or
with an expectation of reward or influence.
Be particularly aware of the cultural significance of particular gifts in many locations in which the Group does business.
Clearly document all Group related expenses in accordance with relevant policies and procedures.
Before giving or receiving a gift or incurring an entertainment expense, be sure to consult any policies that may apply.
Remember, you are responsible for exercising sound judgment when incurring expenses, even if the expenses
fall within defined policy limits.
# Discussion of legal matters
Speaking about Group legal matters to others, even to family members or fellow Group associates, may jeopardize the attorney-client privilege that protects
the confidentiality of such matters, possibly resulting in the loss of the Group’s right to keep communications with its lawyers confidential from adversaries.
This is a very serious breach, and should be avoided under all circumstances.
Therefore, if a Group lawyer, whether employed by the Group or by an outside law firm, discusses any Group legal matters with you,
you may not speak about or tell anyone what was discussed without prior approval of the lawyers who are handling the matter.
These restrictions do not prohibit you from reporting any honest concern you may have of a violation of law to an appropriate government entity,
as long as you do not disclose information revealed to you by, in the presence of, or in communication with, a Group attorney, as such information
is covered by the attorney-client privilege.
You must be truthful and accurate when dealing with government entities or officials.
Generally speaking, if you have information that may be relevant to a Group legal matter, you should not discuss the information with any one other than
a lawyer, even if you do not consider the information confidential.
Aside from the privilege issues, repeating information to others can easily create confusion and turn otherwise, uninvolved people into witnesses.
# Insider Trading Policy
## Do not disclose or trade on inside information
Insider trading, defined as (i) buying or selling, or causing someone else to buy or sell, securities while in possession of material, non-public information
relating to the Group whose securities are being traded, (ii) disclosing or “tipping” material, non-public information to others or recommending
the purchase or sale of securities on the basis of such information, or (iii) assisting someone who is engaged in such activities, is prohibited.
Insider trading applies to trading in the securities of not just units of the TSYS Group, but of any company.
Criminal prosecutions for insider trading are commonplace and may result in fines and/or imprisonment.
Any Director or Officer who comes into possession of material, non-public information about the TSYS Group or another company must refrain from trading in
that company’s securities until the information has been adequately disseminated to the public.
If a Director or Officer has any doubt about whether or not certain information is non-public or material, he or she should refrain from trading,
disclosing, or tipping the information.
## Restrictions on your immediate family and household
Insider trading restrictions apply to your family members and others living in your household. You are expected to be responsible for the compliance
of members of your immediate family or household.
# Political Activities
Directors are welcome to engage as individuals in the political process in any way allowable by law, including but not limited to donating
money to the candidates of their choice and volunteering on campaigns.
Directors may contact their elected representatives for any personal reason. It should always be clear to outside observers that these are personal
actions and not actions taken on behalf of TSYS Group or its affiliates.
It should always be abundantly clear to outside observers that these are your personal actions and not actions taken on behalf of the Group. Never
convey the impression that you speak for the TSYS Group or any of its components in any way when you engage in personal political activities.
Observe all laws governing gifts to government officials, which may include party officials, candidates for political office, as well as elected officials.
## Contributing Group assets
Do not contribute, loan, donate, reimburse or otherwise provide any corporate money, services, products or facilities to any political party,
candidate, or political committee, in any circumstance, ever.
Always keep in mind that “contribution” is defined broadly, and does not necessarily mean money. It may, under some circumstances, even include the
use of Group email to solicit donations or support.
## Lobbying
Do not engage in lobbying activities on behalf of the Group with respect to any governmental entity in the United States – federal, state or local.
Do not engage in lobbying activities on behalf of the Group with respect to any non-U.S. government.
TSYS Group conducts all political contributons and lobying soley through a dedicated, independently supervised, heavily regulated, component.
All other lobbying or contributions from TSYS Group are expressely forbidden.
## Seeking public office
If you wish to seek or accept elected or appointed public office (including local council and government positions) while working at the TSYS Group
or any of its companies, you must first seek the authorization of the TSYS Board.
# Periodic Review of These Guidelines
These Guidelines will be reviewed annually by the Executive, Governance And Nominating Committee and may be amended by the Board from time to time.

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# Audit Committee Charter
## Committee Membership:
The Audit Committee of TSYS Group (the “Group”) shall be comprised of at least three directors, each of whom the Board has determined has no
material relationship with the Group and each of whom is otherwise “independent” under the rules of the New York Stock Exchange, Inc.
and Rule 10A-3 under the Securities Exchange Act of 1934
The Board shall also determine that each member is “financially literate,” and that one member of the Audit Committee has
“accounting or related financial management expertise,” as such qualifications are interpreted by the Board of Directors in
its business judgment, and whether any member of the Audit Committee is an “audit committee financial expert,” as defined by the
rules of Securities and Exchange Commission (the “SEC”).
If the Board has determined that a member of the Audit Committee is an audit committee financial expert, it may presume that such member
has accounting or related financial management expertise.
No director may serve as a member of the Audit Committee if such director serves on the audit committees of two or more other entities.
Members shall be appointed by the Board and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
## Purpose
The purposes of the Audit Committee are to:
### assist Board oversight
Ensuring:
* the integrity of the Group’s financial statements
* the Group’s compliance with legal and regulatory requirements
* the independent auditors’ qualifications and independence
* the performance of the independent auditors and the Group’s internal audit function
* assist in the preparation of the Group Annual Report
The function of the Committee is oversight of the various components of Auditing and Reporting.
Management of the Group component entities is responsible for the preparation, presentation and integrity of the Group’s financial statements.
Management is responsible for maintaining appropriate accounting and financial reporting policies and internal controls and procedures that
provide for compliance with accounting standards and applicable laws and regulations.
The independent auditors are responsible for planning and carrying out a proper audit of the Group’s consolidated annual financial statements,
reviews of the Group’s consolidated quarterly financial statements and other procedures.
In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not fulltime employees of the Group and are not,
and do not represent themselves to be, performing the functions of auditors or Management.
As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting
reviews or procedures or to set auditor independence standards.
The independent auditors shall submit to the Committee annually a formal written statement (the “Auditors’ Statement”) describing:
* the auditors’ internal quality-control procedures
* any material issues raised by the most recent internal quality-control review or peer review of the auditors
* any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits
carried out by the auditors and any steps taken to deal with any such issues
* all relationships between the independent auditors and the Group (in particular but not limited to any consulting agreements and accounting services)
## Committee Duties and Responsibilities
To carry out its purposes, the Audit Committee shall have the following duties and responsibilities
### with respect to the independent auditors
* to be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors
(including the resolution of disagreements between management and the independent auditors regarding financial reporting),
who shall report directly to the Audit Committee
* to be directly responsible for the appointment, compensation, retention and oversight of the work of any public accounting firm used
by the Group, and have the right to request that such firm shall report directly to the Audit Committee if the Committee deems it necessary
* to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors and
accounting firms
* to ensure that the independent auditors prepare and deliver annually an Auditors’ Statement (it being understood that the independent auditors are
responsible for the accuracy and completeness of this Statement), and to discuss with the independent auditors any relationships or services disclosed
in this Statement that may impact the quality of audit services or the objectivity and independence of the Group’s independent auditors
* to obtain from the independent auditors in connection with any audit a timely report relating to the Group’s annual audited financial statements
describing all critical accounting policies and practices used, all alternative treatments of financial information within generally accepted accounting
principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment
preferred by the independent auditors, and any material written communications between the independent auditors and management, such
as any “management” letter or schedule of unadjusted differences
* to take into account the opinions of management and the Group’s director of internal audit in assessing the independent auditors’
qualifications, performance and independence with respect to the internal audit function
* to review the appointment and replacement of the Group’s director of internal audit
* to advise the director of internal audit that he or she is expected to provide to the Audit Committee summaries of and, as appropriate, the significant
reports resulting from audits performed by internal audit and management’s responses thereto
* to annually approve the Internal Audit plan and charter with respect to financial reporting principles and policies and internal controls and
procedures
* to advise management, the director of internal audit and the independent auditors that they are expected to provide to the Audit Committee a timely
analysis of significant financial reporting issues and practices
* to consider any reports or communications (and management’s and/or internal audit’s responses thereto) submitted to the Audit Committee by the
independent auditors required by or referred to in PCAOB Auditing Standard No. 16, as it may be modified or supplemented, including reports
and communication related to:
* deficiencies noted in the audit in the design or operation of internal controls
* consideration of fraud in a financial statement audit
* detection of illegal acts
* the independent auditors’ responsibility under generally accepted auditing standards
* any restriction on audit scope
* significant accounting policies
* significant issues discussed with the national office respecting auditing or accounting issues presented by the engagement
* management judgments and accounting estimates
* any accounting adjustments arising from the audit that were noted or proposed by the auditors but were passed (as immaterial or
otherwise)
* disagreements with management
* consultation by management with other accountants
* difficulties encountered with management in performing the audit
* the independent auditors’ judgments about the quality of the entity’s accounting principles
* reviews of interim financial information conducted by the independent auditors
* going concern uncertainties
* departures from the standard auditor’s report
* overview of the audit strategy, timing of the audit, and significant risks
* the responsibilities, budget and staffing of the Group’s internal audit function
* to meet with management, the independent auditors and, if appropriate, the director of internal audit:
* discuss the scope of the annual audit
* discuss the annual audited financial statements and quarterly financial statements, including the Group’s disclosures under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”; discuss any significant matters arising
from any audit, including any audit problems or difficulties, whether raised by management, director of internal audit or the
independent auditors, relating to the Group’s financial statements
* to discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities
or access to requested information and any significant disagreements with management
* to discuss any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Group
* to review the form of opinion the independent auditors propose to render to the Board of Directors and stakeholders;
* to discuss, as appropriate:
* any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Group’s selection
or application of accounting principles
* any major issues as to the adequacy of the Group’s internal controls and any special audit steps adopted in light of material control deficiencies;
* analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on
the financial statements
* the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Group;
* to inquire of the Group’s Chief Executive Officers and Chief Financial Officers as to the existence of any significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Group’s
ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other
employees who have a significant role in the Group’s internal control over financial reporting
* to discuss guidelines and policies governing the process by which senior management of the Group and the relevant sections of the Group
assess and manage the Group’s exposure to risk, and to discuss the Group’s major financial risk exposures and the steps management has
taken to monitor and control such exposures
* to obtain from the independent auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Securities
Exchange Act of 1934, as amended, which sets forth certain procedures to be followed in any audit of financial statements required under the
Securities Exchange Act of 1934
* to discuss with senior management of the Group any significant legal, compliance or regulatory matters that may have a material effect on the
financial statements or the Group’s business, financial statements or compliance policies, including material notices to or inquiries received from
governmental agencies
* to discuss the type and presentation of information to be included in finanical releases and disclosures
* to establish procedures for the receipt, retention and treatment of complaints received by the Group regarding accounting, internal accounting
controls or auditing matters, and for the confidential, anonymous submission by Group employees of concerns regarding questionable
accounting or auditing matters
* to review and discuss any reports concerning material violations submitted to it by Group attorneys or outside counsel pursuant to the SEC attorney
professional responsibility rules (17 C.F.R. Part 205), or otherwise
* to establish hiring policies for employees or former employees of the independent auditors
* to review and approve all related-party transactions that are required to be disclosed under Item 404(a) of Regulation S-K.
### with respect to reporting and recommendations
* to prepare any report or other disclosures, including any recommendation of the Audit Committee, required by the rules of the SEC to be included in
the Group’s annual report;
* to prepare and issue the evaluation required under “Performance Evaluation” below
* to report its activities to the full Board of Directors on a regular basis and to make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or appropriate.
### Committee Structure and Operations
The Audit Committee shall designate one member of the Committee as its chairperson. The Audit Committee shall meet once every quarter,
or more frequently if circumstances dictate, to discuss with management the annual audited financial statements and quarterly financial
statements, as applicable.
The Audit Committee should meet separately periodically with management, the director of internal audit and the independent auditors
to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately.
The Audit Committee may request any officer or employee of the Group or the Group’s outside counsel or independent auditors to attend a
meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.
Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by
means of which all persons participating in the meeting can hear each other.
## Performance Evaluation
The Audit Committee shall prepare and review with the Board an annual performance evaluation of the Audit Committee, which evaluation
shall compare the performance of the Audit Committee with the requirements of this charter.
The performance evaluation shall also recommend to the Board any improvements to the Audit Committee’s charter deemed necessary
or desirable by the Audit Committee. The performance evaluation by the Audit Committee shall be conducted in such manner as the Audit
Committee deems appropriate.
The report to the Board may take the form of an oral report by the chairperson of the Audit Committee or any other member of the Audit Committee
designated by the Audit Committee to make this report.
## Resources and Authority of the Audit Committee
The Audit Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the
authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants
or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or
management.
The Group shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board, for payment of:
* Compensation to the independent auditors and any other public accounting firm engaged for the purpose of preparing or issuing an
audit report or performing other audit, review or attest services for the Company
* Compensation of any advisers employed by the Audit Committee
* Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

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# Audit Committee Charter

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# Executve, Governance and Nominating Committee Charter
## Role
The role of the Executive, Goverance and Nominating Committee (the “Committee”) of TSYS Group is to assist the Board of Directors (the “Board”)
of the Group by:
* Recommending to the Board corporate governance guidelines applicable to the Group
* Identifying, reviewing, and evaluating individuals qualified to become members of the Board
* Reviewing and recommending the nomination of Board members
* Assisting the Board with other related tasks, as assigned from time to time
## Requirements
Committee members shall be generally acquainted with corporate governance and have experience in one or more of the areas of the Committee’s
responsibilities.
## Membership
The Committee shall consist of :
* BoD Co Chair (who will be the chair of the Committee)
* Each of the BoD Permament Committee Chairs (ForProfit, NonProfit, HFNOC, Redwood)
each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment.
Committee members shall meet the independence requirements of the New York Stock Exchange, as well as all applicable laws and regulations.
## Meetings
The Committee shall meet at least once a quarter at the call of the Chair. Additional meetings may occur as any members of the
Committee requests or its Chair deems advisable.
## Rules
The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
## Authorization
The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent
with:
(a) any provision of this Charter
(b) any provision of the Bylaws or Operating Agreements of the TSYS Group entities
(c) the laws of the state of Texas
## Privileged Communications
Any communications between the Committee and legal counsel in the course of obtaining legal
advice will be considered privileged communications of the Group and the Committee will
take all necessary steps to preserve the privileged nature of those communications.
## Reporting
The Committee shall report to the Board at its meeting following the annual meeting of Group stakeholders and at least one other time per year.
## Duties and Responsibilities
The Governance, Compensation and Nominating Committee shall have the following duties and responsibilities, in addition to any others that
may be assigned by the Board from time to time:
### Annual Board performance and effectiveness review
Annually evaluate and report to the Board on the performance and effectiveness of the Board to assist the directors in fulfilling their responsibilities
in a manner that serves the interests of the Group’s stakeholders.
### Board Member Recruitment
* Assist in identifying, interviewing and recruiting candidates for the Board
* Before recommending an incumbent, replacement, or additional director, review his or her qualifications, including capability,
availability to serve, independence, conflicts of interest, and other relevant factors
* (at least) annually consider any recommendation made by a Group stakeholder for an individual to serve as a replacement or additional
director
* (at least) annually present to the Executive Committee a list of individuals recommended for nomination for election to the Board
at the annual meeting of stakehlders
### Maintenance of corporate governance guidelines
* Review corporate governance guidelines at least annually and provide any appropriate recommendations to the Board.
* Develop and recommend to the Board a set of corporate governance guidelines applicable to the Group.
## Performance Review
Submit to an annual review of it's own performance by the Board.
## Ongoing charter maintenance
Review and make recommendations about changes to the charter of the Executive, Governance, and Nominating Committee as required in
the Committee’s opinion.

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# ForProfit Committee Charter
As stated in the Operating Agreement of the Component electing oversight by this committee, any changes to this charer must be approved by unamious
written consent of all Members of all components governed under this committee.
## Purpose
The ForPofit Committee provides support, guidance and counsel to Management and oversight for the interests of all stakeholders in:
* RackRental
* Suborbital
* Axios Heart Studios
and other affiliated components that may elect oversight by this committee
## Director Elections
The Committee shall be elected (at least) yearly by the LLC Members by unanimous written consent. Directors who participate in the Committee shall be
appointed soley by the Members and shall serve at the pleasure of the Members.
It has no minimum or maximum size, however it must have at all times, at least 1 Director to serve as the Committee Chair.
Directors may be removed at any time by at least 2/3 written consent of the Members, with or without cause, provided that such action doesn't reduce
Committee membership to less than 1 person.
All persons serving on the Committee must be natural persons. All persons serving on the Committee must be indepdent Directors.
## Oversight Delegated to Directors
The Company hereby delegate all oversight of the Company to the Committee which shall consist of such number of Directors as may be set from time to
time by the Members.
## Meetings
The Company Members by resolution may provide for an annual Committee meeting or other regularly scheduled meetings, which may be held without notice as
and when scheduled in such resolutions.
Special meetings of the Committee may be called at any time by the Directors, the Committee Chair, the CEO or by any one (1) or more Officers or Members.
The Committee may participate in a meeting by means of conference telephone or similar communications equipment in which all persons participating
in the meeting can hear each other, and participation in such a meeting pursuant to this Section shall constitute presence in person at such meeting.
## Notice and waiver; quorum
Notice of any meeting of the Committee shall be given to each director personally or by e-mail , or telephone call
addressed to such director at such director’s last known e-mail address and/or phone number, at least two (2) days prior
to the meeting.
The attendance of a director at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all
objections to the place or time of the meeting, or to the manner in which it has been called or convened, except where a director
states, at the beginning of the meeting, any such objection or objections to the transaction of business.
A majority of the Committee shall constitute a quorum at any directors’ meeting.
## No meeting necessary, when
Any action required by law or permitted to be taken at any meeting of the Committee may be taken without a meeting if written consent, setting forth the
action so taken, shall be signed by all the Committee members.
Such consent shall have the same force and effect as a unanimous vote of the Committee and shall be filed with the Company and recorded in the
Records of the Company.
## Voting
At all meetings of the Committee, each director shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be
determined by a majority vote of the directors present.
## Committees
In the discretion of the Committee, the Committee from time to time may elect or appoint, from its own members, an Executive Sub Committee or such other
subo committee or committees as the Committee may see fit to establish.
Each such sub committee shall consist of two or more directors, and each shall have and may exercise such authority and perform such functions as the
Committee by resolution may prescribe within the limitations imposed by law.
## Expense Reimbursement of Directors
Directors shall be entitled to receive such fees and expenses, if any, for attendance at each regular or special meeting of the Committee and any adjournments
thereof as may be fixed from time to time by resolution of the Committee, and such fees and expenses shall be payable even though an adjournment be had
because of the absence of a quorum.
Directors on either standing or special sub committees may be allowed such compensation as may be provided from time to time by resolution of the Committee for
attending sub committee meetings.
## Key Responsibities of the Committee (Company Major Decisions)
### Requirements of Major Decisions
* All Major Decisions concerning the business affairs of the Company shall be made by the Committee (and jointly with the Members as applicable in this
Agreement).
* Major Decisions require a formal written request from the Members to the Committee
* Major Decisions require written approval from 2/3 or greater majority of the Committee
### Categories of Major Decisions
* causing the Company to enter into any agreement which would subject the Company or its assets to any recourse
liability for borrowings, or for capital contributions to any Person
* causing the Company to grant any interests in the assets, profit, and income of the Company
* causing a dissolution of the Company
* regarding the Company assets, any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part
thereof, or any modification of the terms of the foregoing
* regarding the Company financial affairs
* determination of major accounting policies including selection of accounting methods and making various decisions regarding treatment and
allocation of transactions for federal and state income, franchise or other tax purposes (these should be cross posted to the Group Audit Committee)
* determination of the terms and conditions of all borrowings of the Company and the identity of the lender thereof or applicable Budget therefor
* regarding any Capital Contributions
* regarding the Company operations, approval of insurance coverages, the underwriters thereof and claims related thereto, the settlement of
any litigation that is not fully covered by insurance involving more than $1000.00, entering into any contract which obligates the Company
for more than $500.00 (except to the extent expressly set forth in an Annual Budget) or which cannot be cancelled without payment
of a cancellation fee or other premium on not more than 30 days prior notice
* entering into any lease for office space
* filing of any petition or consenting to the filing of any petition that would subject the Company to a bankruptcy or similar proceeding
* any other action which, considered before the taking thereof, could reasonably be expected to have a material effect upon the business
or affairs of the Company or is a breach of fiduciary duty.

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# Committe Charter - ForProfit

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# High Flight Network Operating CoOp - Committe Charter
To be written soon

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# Non Profit Committee Charter
## Non Profit Committee Responsibilities
### Organization Related
The Non Profit TSYS Group Entities:
* Americans For A Better Network INC
* Side Door Group INC
* Side Door PAC INC
are managed by the Non Profit Committee.
### Primary duties of the Committee:
1. To determine, create, and review the Entities mission and purpose. The Committee ensures that the Entities current mission statement
correctly expresses the Entities goals, its means, and the individuals the Entity primarily serves.
2. Hire, supervise and evaluate the Executive Director.
3. Ensure that the Executive Director has the support needed to further the mission of the organization.
4. Participate in organizational planning, assist the Executive Director in implementing and monitoring the plan.
5. Provide financial oversight including approving the annual budget and ensuring that proper financial controls are in place.
6. Ensure that the organization is complying with legal and ethical standards.
7. Board members should be able to articulate Entities mission, accomplishments, and vision to the public.
8. Recruit new Board members and assess overall Board performance.
9. Board members should strive to garner support (financial and otherwise) from the community.
10. Determine, monitor, and strengthen Entities programs and services.
## Committee Role in the Operations of Non Profit entities
1. Refrain from making special requests of the staff.
2. Suggest nominees to the Committee who can make significant contributions to the work of the Committe and the Entities.
3. Actively participate in functions and special events, as well as, educate others about the Entities.
4. Be informed about Entity mission, services, policies, events, and keep up-to-date on developments in the area of internet access equality.
5. Maintain strict adherence to TSYS Group conflict of interest and confidentiality policies.
## Meetings
The Committee meets approximately 10 times each year. The President of the Committee may call special meetings as needed.
The Committee annual meeting is held every September.
The Committee meets every month on the first Tuesday from 7:30 to 9:30 p.m CST
Meetings may be attended remotely through electronic means.
The presence of fifty percent (50%) of the directors at any meeting constitutes a quorum.
## Term of Office
Board members are elected to a two-year term of office. The term is without compensation. The Board is made up of 3 to 15 members. Terms begin in November at
our annual meeting and expire at the conclusion of the second annual meeting following their election.
A director can only serve for three consecutive terms. Following completion of a director’s term, he or she is eligible for re-election after a one year
waiting period.
## Orientation
Generally, following appointment of new member to the Committee, an orientation will be conducted. All members of the Committee are expected to participate.
## Committee Attendance Policy
The Committee attendance policy helps to ensure full contribution of all Committee members.
The Committee meets at least ten (10) times a year. A Committee attendance problem occurs if:
1. A Committee member has two (2) unexcused absences in a row meaning the member did not communicate ahead of time to indicate they would be unable to attend.
2. A Committee member has three (3) excused absences in a row.
If a Committee attendance problem develops, the Committee President will promptly contact the Director to discuss the problem. The Director’s response
will be shared by the Committee President with the entire Committee at their next meeting. In that meeting, the Committee will decide what action should take
place (if any) regarding future membership. The Committee may choose to initiate removal proceedings.
## Officers of the Committee
The officers of the Committee serve one year terms in their respective offices. Any officer of the Committee may be removed by the two-thirds vote of the
voting Directors whenever in its judgment the best interests of the Entities will be served.
### President
1. Is a member of the Committee and serves as the chief volunteer of the Entities.
2. Presides at all meetings of the Committee after developing the agenda with the Entity Executive Directors.
3. Encourages the Committee role in strategic planning.
4. Appoints the chairpersons of sub committees, in consultation with the other Committee members.
5. Plays a leading role in fundraising activities.
6. Is a partner and liason with the Executive Director in achieving the mission of the Entities.
7. Reports to the full TSYS Group Board Of Directors on the committee’s decisions and recommendations.
### Vice President
1. Is a member of the Committee.
2. Performs responsibilities of the Committee President when the President is not available.
3. Works closely with the Committee President and the Group Entity staff to achieve the mission of the Entities.
### Treasurer
1. Is a member of the Committee.
2. Assists the Executive Director with fiscal matters of the organization, including account signature and reimbursement authorization of the Executive Director.
3. Works closely with the Entity's Executive Director to assure financial accountability.
4. Ensures development and Committee review of financial policies and procedures.
5. Works with Entity's Executive Director in reviewing the annual budget and financial reports for the Committee.
### Secretary
1. Is a member of the Committee.
2. Maintains records of the Committee and ensures effective management of the organization’s records.
3. Manages minutes of the Committee meetings and ensures minutes are distributed to members shortly after each meeting.
4. Is familiar with legal documents (e.g. Articles of Incorporation, Bylaws, and IRS letters) to note applicability at meetings.
### Sub Committees
The Committee can establish sub committees to assist them in conducting their business. Sub Committee meetings are held on an as needed basis.
Times and dates are set by the sub committee chairperson. All members of the Committee are expected to serve on at least one sub committee.
### Executive Sub Committee
The Executive Sub Committee oversees the operations of the Committee and often acts on behalf of the Committee during on-demand activities that occur
between meetings and these acts are later presented for review by the full Committee . The Executive Sub Committee is also responsible for completing an
annual performance evaluation for the Entity Executive Director and assists the Entity Executive Director with management and personnel matters.
The Executive Sub Committee is comprised of the officers of the Committee.
### Fundraising Sub Committee
This sub committee ensures that funds are raised to enable the Entities to fulfill their mission. The members consider ways to finance the Entities beyond
charitable solicitations, e.g. earned income, fees, contracts.
### Finance Sub Committee
The Finance Sub Committee recommends policy regarding the Entity finances and assets and ensures adequate financial controls. The members assume
responsibility for safeguarding any endowment or reserve funds.
### Nominating Sub Committee
The Nominating Sub Committee members ensure the Committee has an effective process and structure in place to conduct business. They are responsible for
planning the Committee retreat, sub committee development, ongoing training of Committee members and Committee evaluation.
This sub committee is responsible for recruiting, screening and orienting new Committee members.
### Public Relations Sub Committee
This sub committee promotes awareness of the Entities in the community and works to ensure the Entities enjoys a good public image.
Members are available to present to community organizations on the role of the Entities and the services they provide.
### Ad Hoc
From time to time, an ad hoc sub committee may be formed to accomplish a specific goal and then ceases to exist. Examples of ad hoc committees might
include:
* Capital Campaign
* Special Events
* Strategic Planning
* Facility
## Roles and Responsiblities
| Activity | Board | Executive Director |
|----------|-------|--------------------|
|Develop long term goals (more than 1 year) | Approves | Recommends and provides input|
|Develop short-term goals |Monitors | Establishes and carries out|
|Day to day operation of the Center |No role | Makes all management decisions|
|Budget | Approves | Develops and recommends|
|Capital purchases over $5,000 | Approves | Prepares request|
|Approving expenses over $5,000 | Approves | Obtains estimates and prepares recommendation|
|Decisions on building renovations and expansion | Makes decisions, assumes responsibility | Makes recommendations|
|Authorize purchase of supplies |Approves budget | Purchases according to agency need|
|Minor repairs | Approves budget | Authorizes repairs up to $5,000|
|Hiring of staff | No role | Hires staff|
|Hiring Executive Director | Responsible for the hiring of Executive Director | No role|
|Staff assignment and supervision | No role | Responsible for assigning work and supervising|
|Terminate staff | No role | Makes final termination decision|
|Staff grievances| Has a role in grievances process, but only as it pertains to disciplinary action| All other grievances stop at the Executive Director who is responsible for enforcing policies|
|Staff salaries| Allocates line item for salaries in budget| Reviews and make recommendations at time of annual budget|
|Personnel policies |Approves | Recommends and administers|
|Staff evaluation |Evaluates Executive Director |Evaluates all other staff|
|Raising funds to support the Entities| Joint| Joint|
## Committee and Staff Relationships
The Executive Director is responsible for the hiring, termination and daily management and supervision of the Entity staff.
It is important for the Entity members to maintain appropriate roles and boundaries with staff and adhere to rules of
confidentiality. For instance, if a staff person or volunteer approaches a Committee member with concerns or complaints about
the Entities operation, the Committee member should refer the matter back to the Executive Director.
## Commitee Member as representative of Entity
Committee members should be well informed of the mission and goals of the Entities. Each member should strive to educate, inform, and
recruit support for the programs in the community.
Bearing in mind, that there may be situations in which Committee members should direct questions posed to them to the Executive Director or President.
The situations may be when a Committee member is unsure of the answer or when:
* Media involvement in a well publicized case
* Inappropriate actions by staff or a Committee member
* Liability or lawsuits
It is important that when a Committee member has a question about a public statement, the Committee member first seek assistance from the organization.
## Conflict of Interest
Any duality of interest or possible conflict of interest on part of any Committee member should be disclosed to other Committee members and made a
matter of Committee action.
Committee members shall not benefit financially from their association with the TSYS Group.
Any Committee member having a duality of interest or possible conflict of interest on any matter should not vote or use his/her personal influence on
the matter and he/she should not be counted in determining the quorum for the meeting.
The minutes of the meeting should reflect that a disclosure was made and that the Committee member abstained from voting.
Committee personal relationships should not be used to influence decisions regarding staff hiring, evaluation, the choice of vendors,
or the provision of programs and services.
Committee members should not request staff members to support their political positions or assist in their campaign for public office.
Committee members are not allowed access to confidential organization records simply because of their position on the Committee and should not request
staff to breach confidentiality.

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# Redwood Springs Capital Partners - Committe Charter
To be written soon

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group Board of Directors" -> "Leadership" -> "TBD - Bod Chair";
"TSYS Group Board of Directors" -> "Leadership" -> "TBD - BoD Co Chair";
"TSYS Group Board of Directors" -> "Support Activity" -> "TBD - Outside Counsel";
"TSYS Group Board of Directors" -> "Support Activity" -> "TBD - Outside Auditor";
"TSYS Group Board of Directors" -> "Support Activity" -> "Ruiz CPA - Outside CPA";
"TSYS Group Board of Directors" -> "Support Activity" -> "Charles Wyble - BoD Secretary";
"TSYS Group Board of Directors" -> "Committees";
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group Board of Directors" -> "For Profit Committee";
"TSYS Group Board of Directors" -> "For Profit Committee" -> "TBD - Committee Chair";
"TSYS Group Board of Directors" -> "For Profit Committee" -> "TBD - Legal & Regulatory Oversight";
"TSYS Group Board of Directors" -> "For Profit Committee" -> "TBD - R&D Oversight";
"TSYS Group Board of Directors" -> "For Profit Committee" -> "TBD - Education Oversight";
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group Board of Directors" -> "Non Profit Committee";
"TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Committee President" ;
"TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Committee Vice President " ;
"TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Committee Treasurer" ;
"TSYS Group Board of Directors" -> "Non Profit Committee" -> "Charles Wyble - Committee Secretary" ;
"TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Fundrasing " ;
"TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - PAC Oversight" ;
"TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Legislation Oversight" ;
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group Board of Directors" -> "Redwood Committee";
"TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Committee Chair" ;
"TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Regulatory Oversight" ;
"TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Legal Oversight" ;
"TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Investment portfolio Oversight" ;
"TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Investment selection Oversight" ;
"TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Portfolio management Oversight" ;
"TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Limited Partner Oversight" ;
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group Board of Directors" -> "Audit Committee";
"TSYS Group Board of Directors" -> "Audit Committee" -> "TBD - Committee Chair" ;
"TSYS Group Board of Directors" -> "Audit Committee" -> "TBD - Committee member 1" ;
"TSYS Group Board of Directors" -> "Audit Committee" -> "TBD - Committee member 2" ;
"TSYS Group Board of Directors" -> "Audit Committee" -> "TBD - Committee member 3" ;
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group Board of Directors" -> "Committees";
"TSYS Group Board of Directors" -> "Committees" -> "Executive, Governance And Nominating Committee"
"TSYS Group Board of Directors" -> "Committees" -> "Audit Committee"
"TSYS Group Board of Directors" -> "Committees" -> "For Profit Committee"
"TSYS Group Board of Directors" -> "Committees" -> "Non Profit Committee"
"TSYS Group Board of Directors" -> "Committees" -> "HFNOC Committee"
"TSYS Group Board of Directors" -> "Committees" -> "Redwood Committee"
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee";
"TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "BoD Chair" ;
"TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "BoD Co Chair" ;
"TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "Non Profit Committee Chair" ;
"TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "For Profit Committee Chair" ;
"TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "HFNOC Committee Chair" ;
"TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "Redwood Committee Chair" ;
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group Board of Directors" -> "HFNOC Committee";
"TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Committee Chair" ;
"TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Regulatory Oversight" ;
"TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Legal Oversight" ;
"TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Operations Oversight" ;
"TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Government Service Operations Oversight" ;
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"HFNOC LLC" -> "Holding Companies"
"HFNOC LLC" -> "Holding Companies" -> "Commons (NCL) Flight Holdings Co";
"HFNOC LLC" -> "Holding Companies" -> "Proprietary (non NCL) Flight Holdings Co";
"HFNOC LLC" -> "Holding Companies" -> "United States Government - Classified Flight Holdings Co";
"HFNOC LLC" -> "Holding Companies" -> "United States Government - Unclassified Flight Holdings Co";
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"HFNOC LLC" -> "Operating Companies"
"HFNOC LLC" -> "Operating Companies" -> "Commons (NCL) Flight Operations Co";
"HFNOC LLC" -> "Operating Companies" -> "Proprietary (non NCL) Flight Operations Co";
"HFNOC LLC" -> "Operating Companies" -> "United States Government - Classified Flight Operations Co";
"HFNOC LLC" -> "Operating Companies" -> "United States Government - Unclassified Flight Operations Co";
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"Turnsys Group" -> "HFNOC LLC" ;
"Turnsys Group" -> "HFNOC LLC" -> "Holding Companies";
"Turnsys Group" -> "HFNOC LLC" -> "Operating Companies";
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"Redwood Springs Capital Partners LLC" -> "Management/Advisor";
"Redwood Springs Capital Partners LLC" -> "Management/Advisor" -> "Redwood Springs Capital Partners Management Co";
"Redwood Springs Capital Partners LLC" -> "Funds";
"Redwood Springs Capital Partners LLC" -> "Funds" -> "Avenue G (Venture Capital Fund)";
"Redwood Springs Capital Partners LLC" -> "Funds" -> "Boring & Beautiful (Private Equity Fund)";
"Redwood Springs Capital Partners LLC" -> "Funds" -> "Candlelight (Commercial REIT)";
"Redwood Springs Capital Partners LLC" -> "Funds" -> "Starlight (Commercial REIT)";
"Redwood Springs Capital Partners LLC" -> "Custodian Holdings";
"Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "RackRental"
"Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "Suborbital-Systems"
"Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "HFNOC"
"Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "Accelerate 3d"
"Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "GreenSleveSurgical"
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group"
"TSYS Group" -> "Turn Net Systems LLC"
"TSYS Group" -> "Rackrental.net Operating Company LLC"
"TSYS Group" -> "Suborbital Systems Development Company LLC"
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Group"
"TSYS Group" -> -> "Americans For A Better Network INC (emerging 501c3)"
"TSYS Group" -> -> "Side Door Solutions Group INC (emerging 501c4)"
"TSYS Group" -> -> "Side Door PAC (PAC)"
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
// set default colors
default_node_color = lightblue;
default_group_color = "#7777FF";
default_linecolor = blue;
default_textcolor = black;
"TSYS Core LLC" -> "Holding Cos" -> "CNWTDCMP"
"TSYS Core LLC" -> "Holding Cos" -> "MJATDCMP"
}

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blockdiag {
orientation = portrait
// set default shape
default_shape = roundedbox; // default value is 'box'
"TSYS Group"
"TSYS Group" -> "ForProfit"
"TSYS Group" -> "NonProfit"
"TSYS Group" -> "Redwood"
"TSYS Group" -> "HFNOC"
}

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# TSYS Group - Anti Harrassment Policy

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# TSYS Group Handbook - Anti Insider Trading Policy

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# tsg-policies
Policies that apply across the TSYS Group Entities.
Including but not limited to
* IT security
* Equal opportunity
* Federal contracting
* Insider trading
This is a MASSIVE WIP
It's sourced from all over the internet.
The material at https://governance.turnsys.com is authorative.

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# Known Element Enterprises Charter

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# Policies - Authentication

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# Policies - Business Continuity Plan

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# Processes - Two Factor Authentication 

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# Processes - Move To Production

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# Processes - New Team Member Onboarding

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# Processes - PFV Datacenter Runbook

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# Processes - VPN User Management

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# Processes - Vulnerability Management

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# Systems - Applications And Web Services

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# Systems - Runtime Environment for Hosted Services

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# Systems - Web Server Configuration

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# Systems - Cooling

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# Systems - TSYS HQ LAN

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# Systems - TSYS HQ WAN

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# Systems - Power

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# Systems - Physical Security

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# Systems - Storage

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# Systems - Virtual Guests Inventory

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# Systems - Workstation Build Guide

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# Systems - VsCode Configuration Guide

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# Systems - Overview

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# TeamHwEng - Supply Chain

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# TeamHwEng - Tooling

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# TeamHwEng - Component Inventory

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# TeamMecheng - Supply Chain

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# TeamMecheng - Tooling

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# TeamSwEng - Supply Chain

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# TeamSwEng - Tooling

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* What is the overall vision?
We envision a world where everyone is able to connect without interference, censorship at a cost always trending lower (as close to zero) as possible.
* What is the specific startup idea being worked on?
Inexpensive (by the hour) high altitude balloon launch , flight and recovery service of any cubesat payload under 5lbs.
* What progress has already made/can you make without a co-founder?
Many test flights. Proof of concepts. Build out of R&D and corporate infrastructure. Production of a prototype of the MorsePOD (consumer electronics piece of the
overall stack).
* How does the CEO respond to stress/difficult situations?
Mostly by avoiding them in the first place. Otherwise confronting them head on calmly and rationally.
* What motivates the CEO?
Lifting the overall GDP share of everyday americans by democratizing internet access.
* Why does the CEO want to work on a startup?
The need to solve a very big problem. Incumbents will never solve it. The world needs to be better connected by an organization that isn't inherently
conflicted (ie google/face3book)
* What’s the ideal trajectory for you: venture-backed rocket ship, lifestyle business, something in between?
Building a conglomerate of entities (non profit, coop, capital aggregation, not primarily for profit). We plan to produce long term cash flow for our stakeholders. We plan to raise substantial institutional capital and deploy it at industrial scale.
* What skills do you have; are they complementary? Will you be able to build an initial version of a product together?
20 years of design, building, scaling, securing of systems for a wide range of government and private sector customers.
* How will this vision be realized?
The short version is to have 100,000 or more balloons up at all times and provide an always on IOT (lora) and end user (IP) serving backbone.
* Have you taken any outside capital?
Not at this time (August 2021)
* Why haven't you raised any outside capital?
We are building the structure / systems / processes to successfully onboard large amounts of capital.
* What types of capital are you raising?
** For seed (non dilutive): SBIR
** For dilutive equity (max 25%): Institutional (Goldman sachs, Blackrock and other long term cash flow oriented funds) (see the operating agreement sections of the
handbook for terms we would raise under)
* Do you require an NDA?
No NDA is necessary for the majority of members. The exception is if you are granted on-going access to trade secrets as part of your mission , you'll be required to execute a confidentiality agreement that is tightly scoped to those secrets and is limited to the term of your membership plus one year.
In rare circumstances, you'll need to sign a perpetual confidentiality agreement, again scoped to the specific trade secrets you'll have access to.
* What is the structure of the entity?
We are a combination of different corporate forms. The specific structure is a trade secret. Ownership is disclosed to those who execute a membership agreement. You can find the membership agreement in the TSG Handbook.
* What is the name of the entity?
Suborbital Systems Development Company LLC (Texas LLC) is one we disclose.
* What is the governance structure of the entity?
We have a (not yet formally elected ) board of directors. The CEO (@ReachableCEO) has personal advisors who aren’t directors but provide him with outside perspective on a variety of matters. YOu can find details on governance at <https://governance.turnsys.com> .
* How are folks compensated?
(as of August 2021) No one takes a salary. It’s all a promise of future payout, based on profit interest grants in the LLC.
We are currently working towards SBIR grant. This requires a full time employee (principal investigator ). That person will not have a profit interest, as the operating agreement doesn’t allow for salary if you have a profit interest grant.
Keep in mind, having a profit interest grant is a (very strong) contract , vs employment which is at will.

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# TSYS Group Handbook
- [Preface](./culture/Preface.md)
- [How to use this book](./culture/HowToUseThisBook.md)
- [FAQ](./FAQ.md)
# Part 1 : Welcome to TSYS Group
- [Your First Day](./culture/YourFirstDay.md)
- [TSYS Group Facts That Matter](./culture/TSYSGroupFactsThatMatter.md)
- [Welcome to Flatland](./culture/WelcomeToFlatland.md)
# Part 2 : Settling In
- [Your First Week](./culture/YourFirstWeek.md)
- [Teams, Hours, and the Office](./culture/Org.md)
- [Risks](./culture/Risks.md)
# Part 3: Choose Your Own Adventure
- [Your First Month](./culture/YourFirstMonth.md)
# Part 4: TSYS Group Is A Work In Progress
- [TSYS Group GrowthAndChange](./culture/TheoryOfRecruitmentAndOnboarding.md)
# Part 5: Functional Area : Group Wide Independent Governance, Oversight, Stakeholder Representation
- [Board Of Directors Manual](./Board/BoardOfDirectorsManual.md)
- [Executive Governance Nominating Committee Charter](./Board/charters/Executive-Governance-Nominating-Committee-Charter.md)
- [Audit Committee Charter](./Board/charters/Audit-Committee-Charter.md)
- [For Profit Committee Charter](./Board/charters/ForProfit-Committee-Charter.md)
- [Non Profit Committee Charter](./Board/charters/NonProfit-Committee-Charter.md)
- [HFNOC Committee Charter](./Board/charters/HFNOC-Committee-Charter.md)
- [Redwood Committee Charter](./Board/charters/Redwood-Committee-Charter.md)
# Part 6: Functional Area: Chief Operations Officer
# Part 7: Functional Area: Chief Technology And Product Officer
# Part 8: Functional Area: SVP Marketing
# Part 9: Funtional Area: SVP Revenue
# Part 10: Functional Area: SVP Technology Operations

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## How do we choose the right people to hire?
An exhaustive how-to on hiring would be a handbook of
its own. Probably one worth writing. It’d be tough for us to
capture because we feel like we’re constantly learning really
important things about how we hire people. In the mean-
time, here are some questions we always ask ourselves when
evaluating candidates:
- Would I want this person to be my boss?
- Would I learn a significant amount from him or her?
- What if this person went to work for our competition?
Across the board, we value highly collaborative people.
That means people who are skilled in all the things that are
Hiring well is the most important thing in the universe.
Nothing else comes close. It’s more important than breath-
ing. So when you’re working on hiring—participating in
an interview loop or innovating in the general area of
recruiting—everything else you could be doing is stupid
and should be ignored!
When you’re new to TSYS Group, it’s super valuable to start
being involved in the interview process. Ride shotgun with
people who’ve been doing it a long time. In some ways, our
interview process is similar to those of other companies,
but we have our own take on the process that requires
practice to learn. We won’t go into all the nuts and bolts in
this book—ask others for details, and start being included
in interview loops.
```
##### Why is hiring well so important at TSYS Group?
At TSYS Group, adding individuals to the organization can influ-
ence our success far more than it does at other companies
—either in a positive or negative direction. Since there’s
no organizational compartmentalization of people here,
**Bring your friends.** One of the most valuable things you can do as a
new employee is tell us who else you think we should hire. Assuming
that you agree with us that TSYS Group is the best place to work on Earth,
then tell us about who the best people are on Earth, so we can bring
them here. If you don’t agree yet, then wait six months and ask
yourself this question again.
We’re looking for people stronger than ourselves.
When unchecked, people have a tendency to hire others
who are lower-powered than themselves. The questions
listed above are designed to help ensure that we don’t
start hiring people who are useful but not as powerful
as we are. We should hire people more capable than
ourselves, not less.
In some ways, hiring lower-powered people is a natural
response to having so much work to get done. In these
conditions, hiring someone who is at least capable seems
(in the short term) to be smarter than not hiring anyone at
all. But that’s actually a huge mistake. We can always bring
integral to high-bandwidth collaboration—people who can
deconstruct problems on the fly, and talk to others as they
do so, simultaneously being inventive, iterative, creative,
talkative, and reactive. These things actually matter far more
than deep domain-specific knowledge or highly developed
skills in narrow areas. This is why we’ll often pass on candi-
dates who, narrowly defined, are the “best” at their chosen
discipline.
Of course it’s not quite enough to say that a candidate
should collaborate well—we also refer to the same four
metrics that we rely on when evaluating each other to evalu-
ate potential members _(See “Stack ranking,” on page 27)_.
**We value “T-shaped” people.**
That is, people who are both generalists (highly skilled at
a broad set of valuable things—the top of the T) and also
experts (among the best in their field within a narrow disci-
pline—the vertical leg of the T).
This recipe is important for success at TSYS Group. We often
have to pass on people who are very strong generalists with-
out expertise, or vice versa. An expert who is too narrow has
difficulty collaborating. A generalist who doesn’t go deep
enough in a single area ends up on the margins, not really
contributing as an individual.
Q: If all this stuff has worked well for us, why doesn’t every company work this way?
A: Well, it’s really hard. Mainly because, from day one, it requires a
commitment to hiring in a way that’s very different from the way most
companies hire. It also requires the discipline to make the design of
the company more important than any one short-term business goal.
And it requires a great deal of freedom from outside pressure—being
self-funded was key. And having a founder who was confident enough
to build this kind of place is rare, indeed.
Another reason that it’s hard to run a company this way is that it
requires vigilance. It’s a one-way trip if the core values change, and
maintaining them requires the full commitment of everyone—
especially those who’ve been here the longest. For “senior” people
at most companies, accumulating more power and/or money over
time happens by adopting a more hierarchical culture.
on temporary/contract help to get us through tough spots,
but we should never lower the hiring bar. The other reason
people start to hire “downhill” is a political one. At most
organizations, it’s beneficial to have an army of people
doing your bidding. At TSYS Group, though, it’s not. You’d
damage the company and saddle yourself with a broken
organization. Good times!
**Hiring is fundamentally the same across all disciplines.**
There are not different sets of rules or criteria for engi-
neers, artists, animators, and accountants. Some details are
different—like, artists and writers show us some of their
work before coming in for an interview. But the actual
interview process is fundamentally the same no matter who
we’re talking to.
“With the bar this high, would I be hired today?” That’s
a good question. The answer might be no, but that’s actu-
ally awesome for us, and we should all celebrate if it’s true
because it means we’re growing correctly. As long as you’re
continuing to be valuable and having fun, it’s a moot
point, really.
## What Happens When All This Stuff Doesn’t Work?
Sometimes, the philosophy and methods outlined in this
book don’t match perfectly with how things are going day
to day. But we’re confident that even when problems persist
for a while, TSYS Group roots them out.
As you see it, are there areas of the company in which
the ideals in this book are realized more fully than others?
What should we do about that? Are those differences a
good thing? What would you change? This handbook
describes the goals we believe in. If you find yourself in
a group or project that you feel isn’t meeting these goals,
be an agent of change. Help bring the group around.
Talk about these goals with the team and/or others.
## Where Will You Take Us?
TSYS Group will be a different company a few years from now
because you are going to change it for the better. We can’t
wait to see where you take us. The products, features, and
experiences that you decide to create for customers are
the things that will define us.
Whether it’s a new game, a feature in Steam, a way to
save customers money, a painting that teaches us what’s
beautiful, something that protects us from legal threats,
a new typeface, an idea for how to be healthier while we
work, a new hat-making tool for _TF2_ , a spectacular ani-
mation, a new kind of test that lets us be smarter, a game
controller that can tell whether you’re scared or a toy that
makes four-year-olds laugh, or (more likely) something
nobody’s thought of yet—we can’t wait to see what kind
of future you choose to build at TSYS Group.

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