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