### Section 4.3 - Series Management Structure

#### 4.3.1 - Basic Management Framework

1. **Member-Managed Default**: Unless otherwise specified in a series operating agreement, each series shall be member-managed, with day-to-day operations and business decisions made by its members in accordance with its series operating agreement.

2. **Operational Authority**: Series members shall retain full authority to:

   * Make operational decisions
   
   * Enter into contracts within the series' business purpose
   
   * Manage series assets
   
   * Conduct series business activities
   
   * Make distributions in accordance with the series operating agreement
   
   * Make investments
   
   * Take any other actions permitted by the series operating agreement and not in conflict with this Agreement
   
   * Develop and implement strategic plans
   
   * Establish operational policies and procedures
   
   * Hire and supervise personnel
   
   * Set compensation structures for series personnel
   
   * Engage professional advisors and service providers
   
   * Acquire and dispose of assets
   
   * Enter into strategic relationships and partnerships
   
   * Develop intellectual property
   
   * Establish pricing for products and services
   
   * Determine capital allocation within the series

3. **Board Oversight Relationship**: The Board and its committees shall:

   * Provide governance and oversight
   
   * Ensure compliance with this Agreement and applicable laws
   
   * Monitor performance and risk
   
   * Establish and enforce Company-wide policies; but
   
   * Not participate in the day-to-day management of any series unless:
   
      i. Expressly authorized by the series operating agreement
      
      ii. Necessary to address a material compliance issue
      
      iii. Required to prevent or mitigate significant harm to the Company or other series
      
      iv. Requested by the series members
      
      v. Necessary to enforce the mandatory requirements of this Agreement
      
      vi. Required to address systemic risk issues
      
      vii. Necessary to respond to regulatory inquiries or investigations
      
      viii. Required to implement crisis management procedures
      
      ix. Needed to protect the Company's reputation or brand
      
      x. Authorized under emergency provisions of this Agreement

4. **Annual Performance Reviews**: Each series shall:

   * Submit to an annual performance review by the appropriate Board committee
   
   * Provide documentation of compliance with all applicable requirements
   
   * Demonstrate adherence to strategic objectives
   
   * Respond to any concerns or recommendations within 60 days
   
   * Implement required remedial measures within agreed timeframes
   
   * Provide financial performance metrics
   
   * Submit operational metrics and key performance indicators
   
   * Document risk management activities
   
   * Report on compliance matters
   
   * Provide updates on strategic initiatives
   
   * Document capital utilization and efficiency
   
   * Report on personnel matters and organizational development
   
   * Provide market and competitive analysis
   
   * Document technological developments and implementations
   
   * Report on customer satisfaction and retention metrics

5. **Required Management Documentation**: Each series shall maintain:

   * Organizational chart with clear reporting lines
   
   * Written delegation of authority guidelines
   
   * Documented policies and procedures for key operational areas
   
   * Risk management framework appropriate to its business
   
   * Succession plans for key positions
   
   * Emergency response protocols
   
   * Business continuity and disaster recovery plans
   
   * Strategic plans with measurable objectives
   
   * Annual budgets and financial forecasts
   
   * Capital allocation plans
   
   * Compliance documentation for regulatory requirements
   
   * Key performance indicators and measurement methodologies
   
   * Personnel policies and procedures
   
   * Intellectual property management documentation
   
   * Technology implementation and management plans

6. **Management Reporting Requirements**:

   * Each series shall provide regular management reporting including:
   
     * Monthly financial statements
     
     * Quarterly performance metrics
     
     * Annual strategic reviews
     
     * Regular compliance certifications
     
     * Quarterly risk assessments
     
     * Material event notifications
     
     * Personnel changes in key positions
     
     * Significant contract executions and terminations
     
     * Capital expenditure tracking
     
     * Litigation and legal proceedings updates
     
     * Market condition and competitive landscape assessments
     
     * Customer acquisition and retention metrics
     
     * Technology implementation status
     
     * Innovation and research and development progress
     
     * Operational efficiency measurements

#### 4.3.2 - Series Governance Options

1. **Alternative Governance Structures**: A series operating agreement may establish alternative governance structures, including:

   * Manager-managed governance with designated managers
   
   * Board-managed governance with a series board of directors
   
   * Officer-led governance with designated officer positions
   
   * Hybrid approaches combining elements of multiple structures
   
   * Sociocratic governance with interconnected circles
   
   * Professional management with executive team
   
   * Committee-based governance structures
   
   * Advisory board models with specialized expertise
   
   * Dual-class voting structures
   
   * Distributed governance models
   
   * Domain-based leadership structures
   
   * Project-based management systems
   
   * Functional organizational structures
   
   * Matrix management frameworks
   
   * Agile organizational methods

2. **Governance Documentation Requirements**: Any series with an alternative governance structure must:

   * Clearly define the governance structure in its operating agreement
   
   * Establish clear lines of authority and decision-making procedures
   
   * Define the relationship between its governance structure and the Board
   
   * Document all governance decisions in accordance with Section 3.2
   
   * Establish accountability measures and performance metrics
   
   * Define term limits and succession planning for leadership positions
   
   * Create clear procedures for resolving governance disputes
   
   * Document the roles and responsibilities of all governance positions
   
   * Establish meeting requirements and procedures
   
   * Define quorum and voting requirements
   
   * Document committee structures and responsibilities
   
   * Establish governance review and evaluation procedures
   
   * Define reporting relationships and information flow
   
   * Document governance risk management procedures
   
   * Establish ethics and conduct standards for governance participants

3. **Fiduciary Responsibilities**: All persons exercising management authority within a series shall:

   * Act with care, loyalty, and good faith toward the series and its members
   
   * Make decisions in the best interest of the series
   
   * Disclose and manage conflicts of interest
   
   * Maintain confidentiality of series information
   
   * Exercise business judgment appropriate to their role
   
   * Not usurp series opportunities
   
   * Not compete with the series without authorization
   
   * Protect series assets and resources
   
   * Comply with all applicable laws and regulations
   
   * Maintain appropriate books and records
   
   * Provide required information to members
   
   * Exercise oversight appropriate to their role
   
   * Act within the scope of their authority
   
   * Seek professional advice when necessary
   
   * Implement appropriate risk management

4. **Governance Transparency Requirements**:

   * Regular reporting to series members on governance matters
   
   * Documentation of all major decisions and rationale
   
   * Clear communication of strategic initiatives
   
   * Accessible records of governance proceedings
   
   * Published governance calendar with key decision points
   
   * Transparent decision-making processes
   
   * Disclosure of potential conflicts of interest
   
   * Regular governance forums for member participation
   
   * Documentation of governance metrics and performance
   
   * Clear criteria for governance decisions
   
   * Transparent succession planning processes
   
   * Documented governance risk oversight
   
   * Published policy development procedures
   
   * Clear communication of governance changes
   
   * Regular governance effectiveness assessments

5. **Governance Risk Management**:

   * Each series shall implement appropriate governance risk management practices including:
   
     * Regular governance risk assessments
     
     * Documentation of governance control environment
     
     * Implementation of governance risk mitigation strategies
     
     * Clear definition of governance risk tolerance
     
     * Regular testing of governance controls
     
     * Documentation of governance risk indicators
     
     * Procedures for addressing governance failures
     
     * Regular review of governance effectiveness
     
     * Governance succession contingency planning
     
     * Procedures for handling governance disputes
     
     * Crisis management protocols
     
     * Documentation of governance decision rationale
     
     * Internal controls for governance processes
     
     * Periodic independent review of governance structures
     
     * Continuous governance improvement processes

#### 4.3.3 - Series Membership Decisions

1. **New Member Admission**: The admission of new members to a series requires:

   * Compliance with the procedures set forth in the series operating agreement
   
   * Approval by existing series members as specified in the series operating agreement
   
   * Company Committee approval, which shall not be unreasonably withheld
   
   * Execution of a membership interest subscription agreement and acknowledgment of this Agreement
   
   * Verification of accredited investor status if applicable
   
   * Completion of required background checks and due diligence
   
   * Compliance with all applicable securities laws
   
   * Execution of required confidentiality agreements
   
   * Completion of all required documentation
   
   * Satisfaction of any financial requirements
   
   * Compliance with any qualification criteria
   
   * Completion of required training or orientation
   
   * Agreement to abide by all series policies and procedures
   
   * Acceptance of fiduciary duties if applicable
   
   * Compliance with any regulatory requirements

2. **Member Removal**: Members may be removed from a series only:

   * In accordance with the series operating agreement
   
   * For cause as defined in the series operating agreement
   
   * Following all required notice and cure periods
   
   * With proper documentation in the electronic records system
   
   * Following any required buyout of the member's interest
   
   * In compliance with all procedural requirements
   
   * With fair valuation of the member's interest if applicable
   
   * Following due process as specified in the series operating agreement
   
   * With appropriate confidentiality maintained
   
   * With documentation of the cause for removal
   
   * Following any required mediation or dispute resolution procedures
   
   * In compliance with applicable laws
   
   * With approval by the required percentage of remaining members
   
   * Following review by legal counsel if appropriate
   
   * With notification to the Company Committee

3. **Member Rights and Remedies**:

   * Members shall have inspection rights as specified in the series operating agreement
   
   * Members may bring derivative actions on behalf of the series in accordance with the TBOC
   
   * Members shall have access to information as provided in Section 5.2.2(3)
   
   * Members may seek mediation or arbitration of disputes as provided in Schedule H
   
   * Members may exercise statutory rights under the TBOC to the extent not validly waived
   
   * Members shall have the right to participate in governance as specified in the series operating agreement
   
   * Members shall have the right to vote on matters requiring member approval
   
   * Members shall have the right to receive distributions as specified in the series operating agreement
   
   * Members shall have the right to transfer their interests subject to applicable restrictions
   
   * Members shall have the right to participate in major decisions as specified in the series operating agreement
   
   * Members shall have the right to propose amendments to the series operating agreement
   
   * Members shall have the right to participate in dissolution decisions
   
   * Members shall have the right to receive tax information
   
   * Members shall have appraisal rights as provided by law
   
   * Members shall have dissenter's rights as provided by law

4. **Membership Interest Valuation**:

   * Membership interests shall be valued in accordance with the methodology specified in the series operating agreement
   
   * In the absence of a specified methodology, fair market value shall be determined by an independent appraiser
   
   * Valuation shall be required for significant membership transactions
   
   * The Company Committee may establish valuation guidelines
   
   * Valuations shall be documented and maintained in the electronic records system
   
   * Valuation methodologies shall be consistently applied
   
   * Valuation shall take into account all relevant factors including:
   
     * Financial performance and projections
     
     * Market conditions
     
     * Comparable transactions
     
     * Asset values
     
     * Future prospects
     
     * Industry-specific metrics
     
     * Discounts for lack of control or marketability if applicable
     
     * Intellectual property and intangible assets
     
     * Liabilities and contingent liabilities
     
     * Other relevant factors

5. **Dispute Resolution Between Members**:

   * Member disputes shall be resolved in accordance with:
   
     * The procedures set forth in the series operating agreement
     
     * The dispute resolution procedures in Schedule H
     
     * Applicable law
   
   * Dispute resolution shall prioritize:
   
     * Preservation of series operations
     
     * Protection of series assets
     
     * Minimization of disruption
     
     * Maintenance of confidentiality
     
     * Cost-effective resolution
     
     * Preservation of business relationships
     
     * Fair treatment of all parties
     
     * Adherence to fiduciary duties
     
     * Compliance with applicable law
     
     * Appropriate documentation of resolution

6. **Member Communications and Information Rights**:

   * Series shall establish appropriate member communication protocols including:
   
     * Regular financial reporting
     
     * Strategic updates
     
     * Material event notifications
     
     * Governance information
     
     * Tax information
     
     * Regulatory compliance updates
     
     * Market condition assessments
     
     * Competitive position analysis
     
     * Performance metrics
     
     * Capital allocation information
     
     * Risk assessment updates
     
     * Personnel changes in key positions
     
     * Technology implementation updates
     
     * Intellectual property developments
     
     * Litigation and legal proceedings updates

#### 4.3.4 - Management Continuity and Succession

1. **Required Succession Planning**:

   * Each series shall develop and maintain a comprehensive succession plan for:
   
     * Key management positions
     
     * Critical operational roles
     
     * Specialized technical positions
     
     * Governance roles
   
   * Succession plans shall include:
   
     * Identification of critical roles
     
     * Potential internal and external successors
     
     * Development needs for potential successors
     
     * Knowledge transfer procedures
     
     * Emergency succession provisions
     
     * Interim leadership arrangements
     
     * Long-term development strategies
     
     * Regular review and updating processes
     
     * Documentation of specialized knowledge
     
     * Retention strategies for key personnel
     
     * Cross-training programs
     
     * Succession timing considerations
     
     * External recruitment strategies if needed
     
     * Governance transition procedures
     
     * Member communication protocols

2. **Temporary Leadership Provisions**:

   * Series operating agreements shall include provisions for:
   
     * Temporary leadership in case of emergency
     
     * Acting management during extended absences
     
     * Interim governance during transitions
     
     * Delegation of authority during temporary incapacity
     
     * Emergency decision-making protocols
     
     * Definition of triggering events for temporary leadership
     
     * Term limitations for temporary positions
     
     * Authority limitations for temporary leaders
     
     * Return of authority procedures
     
     * Documentation requirements for temporary leadership
     
     * Notification requirements for temporary leadership implementation
     
     * Approval requirements for extended temporary arrangements
     
     * Performance monitoring during temporary leadership
     
     * Dispute resolution for contested temporary authority
     
     * Termination of temporary leadership provisions

3. **Knowledge Management Requirements**:

   * Each series shall implement appropriate knowledge management practices including:
   
     * Documentation of critical operational procedures
     
     * Maintenance of intellectual property records
     
     * Preservation of key business relationships information
     
     * Documentation of strategic plans and rationale
     
     * Preservation of historical decisions and context
     
     * Maintenance of technical documentation
     
     * Implementation of knowledge sharing systems
     
     * Regular knowledge capture processes
     
     * Cross-training programs for critical functions
     
     * Mentoring and knowledge transfer programs
     
     * Documentation of specialized expertise
     
     * Maintenance of vendor and supplier information
     
     * Preservation of customer relationship information
     
     * Documentation of regulatory compliance procedures
     
     * Maintenance of institutional memory