diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 041759d..f5171e2 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -2094,83 +2094,326 @@ All records of the Company and its series shall be maintained exclusively in ele #### 4.5.1 - Cell Series Establishment 1. **Creation Requirements**: Establishment of a Cell Series requires: - a. Explicit Board approval by a two-thirds majority vote; - b. Filing of required notices with the Texas Secretary of State; - c. Execution of a cell series operating agreement; and - d. Compliance with all applicable regulatory requirements. + + * Explicit Board approval by a two-thirds majority vote + + * Filing of required notices with the Texas Secretary of State + + * Execution of a cell series operating agreement + + * Compliance with all applicable regulatory requirements + + * Completion of a comprehensive business plan and risk assessment + + * Identification of initial subsidiary series to be created + + * Implementation of enhanced governance and compliance systems 2. **Cell Purpose Statement**: The proposal for a Cell Series must include a detailed purpose statement describing: - a. Strategic rationale for the cell structure; - b. Types of subsidiary series to be created; - c. Governance relationship with the Company; - d. Economic structure and capital requirements; and - e. Risk management framework. + + * Strategic rationale for the cell structure + + * Types of subsidiary series to be created + + * Governance relationship with the Company + + * Economic structure and capital requirements + + * Risk management framework + + * Target markets and business objectives + + * Projected financial performance + + * Long-term growth and development plans + + * Competitive analysis and market positioning + + * Exit strategy or long-term sustainability plan + +3. **Capitalization Requirements**: + + * Minimum initial capitalization as determined by the Board + + * Capital adequacy framework appropriate to planned activities + + * Funding mechanisms for subsidiary series + + * Reserve requirements for operational contingencies + + * Capital deployment schedules and milestones + + * Financial covenants to ensure ongoing solvency + + * Quarterly financial reporting to the Board #### 4.5.2 - Cell Series Governance 1. **Independent Governance**: A Cell Series may: - a. Establish and maintain an independent Series board; - b. Create specialized governance committees; - c. Implement governance structures independent from the Company Committee; and - d. Develop its own policies and procedures. + + * Establish and maintain an independent Series board + + * Create specialized governance committees + + * Implement governance structures independent from the Company Committee + + * Develop its own policies and procedures + + * Establish executive leadership positions + + * Implement unique incentive and compensation structures + + * Develop proprietary operating procedures 2. **Governance Requirements**: All Cell Series must: - a. Document governance structures in the cell series operating agreement; - b. Establish clear reporting relationships to the Board; - c. Implement appropriate controls and compliance measures; - d. Maintain compliance with Company requirements; and - e. Submit quarterly governance reports to the Board. + + * Document governance structures in the cell series operating agreement + + * Establish clear reporting relationships to the Board + + * Implement appropriate controls and compliance measures + + * Maintain compliance with Company requirements + + * Submit quarterly governance reports to the Board + + * Conduct annual governance effectiveness reviews + + * Implement succession planning for key leadership positions + + * Maintain appropriate committee structures + + * Document all governance decisions in the electronic records system + +3. **Oversight and Accountability**: + + * Cell Series boards shall be accountable to the Board + + * Annual performance evaluations of the Cell Series board + + * Regular governance audits by the Company Committee + + * Transparency in decision-making processes + + * Conflicts of interest management and disclosure + + * Ethics and compliance program appropriate to activities + + * Whistleblower protection mechanisms + + * Direct reporting line to the Board for compliance concerns #### 4.5.3 - Cell Series Structure 1. **Multi-Series Framework**: A Cell Series: - a. May contain multiple subsidiary series; - b. Provides administrative oversight for all subsidiary series; - c. Establishes common policies across subsidiary series; and - d. Maintains compliance for the entire cell structure. + + * May contain multiple subsidiary series + + * Provides administrative oversight for all subsidiary series + + * Establishes common policies across subsidiary series + + * Maintains compliance for the entire cell structure + + * Implements standardized operating procedures + + * Provides shared services to subsidiary series + + * Coordinates strategic planning across subsidiary series + + * Establishes branding and market positioning 2. **Subsidiary Independence**: Each subsidiary series within a Cell Series: - a. Maintains complete asset and liability isolation; - b. Operates independently according to its specific purpose; - c. Has its own membership interests; and - d. Is subject to all provisions of Section 4.2. + + * Maintains complete asset and liability isolation + + * Operates independently according to its specific purpose + + * Has its own membership interests + + * Is subject to all provisions of Section 4.2 + + * Maintains separate financial records + + * Has its own governance structure within cell framework + + * Retains operational autonomy within cell policies + + * May have distinct branding and market positioning + +3. **Inter-Series Relationships**: + + * Formal service agreements must exist between Cell Series and subsidiary series + + * All inter-series transactions must be at fair market value + + * Resource sharing must be documented with clear allocation methodologies + + * Cost sharing arrangements must be formalized and equitable + + * Intellectual property licensing must be properly documented + + * Personnel sharing must follow Section 4.2.2(4) + + * Transfer pricing documentation must be maintained #### 4.5.4 - Subsidiary Series Creation 1. **Creation Authority**: A Cell Series may create subsidiary series: - a. Under its own authority as established in its cell series operating agreement; - b. Without requiring specific Company Board approval for each subsidiary; - c. Subject to any limitations in its cell series operating agreement; and - d. In compliance with all requirements of this Agreement. + + * Under its own authority as established in its cell series operating agreement + + * Without requiring specific Company Board approval for each subsidiary + + * Subject to any limitations in its cell series operating agreement + + * In compliance with all requirements of this Agreement + + * Following standardized establishment procedures + + * With proper capitalization and business planning + + * After appropriate market and risk assessment 2. **Documentation Requirements**: For each subsidiary series created, the Cell Series must: - a. File all required notices with the Texas Secretary of State; - b. Execute a subsidiary series operating agreement; - c. Establish separate books and records; - d. Obtain a separate EIN if required; and - e. Notify the Company Committee within 10 business days of creation. + + * File all required notices with the Texas Secretary of State + + * Execute a subsidiary series operating agreement + + * Establish separate books and records + + * Obtain a separate EIN if required + + * Notify the Company Committee within 10 business days of creation + + * Implement required compliance and governance systems + + * Establish appropriate banking and financial accounts + + * Document the business purpose and operational parameters + + * Implement required securities law compliance measures + +3. **Establishment Standards**: + + * Cell Series shall develop standardized criteria for subsidiary creation + + * Formal feasibility and due diligence process shall be documented + + * Minimum viability metrics shall be established + + * Anti-cannibalization analysis for overlap with existing series + + * Competitive impact assessment within TSYS Group + + * Resource allocation planning + + * Market entry strategy + + * Personnel requirements and sourcing plans #### 4.5.5 - Cell Series Board Powers 1. **Authorized Powers**: A Cell Series board shall have authority to: - a. Establish subsidiary series; - b. Set internal governance policies; - c. Approve subsidiary series actions; - d. Monitor subsidiary compliance; - e. Manage resource allocation across the cell; and - f. Implement strategic initiatives within the cell. + + * Establish subsidiary series + + * Set internal governance policies + + * Approve subsidiary series actions + + * Monitor subsidiary compliance + + * Manage resource allocation across the cell + + * Implement strategic initiatives within the cell + + * Establish compensation structures + + * Approve significant contracts and commitments + + * Manage capital deployment within the cell + + * Resolve disputes between subsidiary series + + * Approve merger or acquisition activities + + * Oversee risk management 2. **Limitations on Powers**: A Cell Series board may not: - a. Override Company service provider requirements; - b. Violate or modify any provisions of this Agreement; - c. Create obligations binding on the Company or other series; or - d. Take any action that would threaten series isolation. + + * Override Company service provider requirements + + * Violate or modify any provisions of this Agreement + + * Create obligations binding on the Company or other series + + * Take any action that would threaten series isolation + + * Issue securities non-compliant with Article 5 + + * Modify the capital raising requirements in Section 3.3 + + * Establish governance structures in conflict with this Agreement + + * Enter into agreements binding the Company + + * Create cross-series liability or guarantees 3. **Compliance Oversight**: Each Cell Series shall be subject to: - a. Company Committee oversight for overall compliance; - b. Annual compliance audits; - c. Regular reporting requirements; and - d. Remediation obligations for any identified compliance issues. + + * Company Committee oversight for overall compliance + + * Annual compliance audits + + * Regular reporting requirements + + * Remediation obligations for any identified compliance issues + + * Risk-based monitoring by appropriate Board committees + + * Periodic governance reviews + + * Compliance with all regulatory requirements + + * Implementation of recommended remedial measures + +4. **Strategic Planning Authority**: + + * Development of multi-year strategic plans for the Cell Series + + * Resource allocation across subsidiary series + + * Capital deployment planning and prioritization + + * Market development and expansion strategies + + * Technology roadmap development + + * Talent acquisition and development programs + + * Innovation and research initiatives + + * Strategic partnership development + +5. **Financial Management Powers**: + + * Budget approval for the Cell Series and subsidiaries + + * Capital expenditure authorization within approved limits + + * Financial performance monitoring and intervention when necessary + + * Reserve policy implementation + + * Distribution approval in accordance with operating agreements + + * Financial restructuring of subsidiary series when necessary + + * Implementation of financial controls + + * Audit oversight and response management ### Section 4.6 - Permanently Established Series