TSYSGroupBOD/TSYSGroupCharters
2
0
Fork 0
Code Issues Pull Requests Actions Packages Projects Releases Wiki Activity

drafting new op agreement

Browse Source
This commit is contained in:
Charles N Wyble - admin 2025-01-10 20:38:00 -06:00
parent 825dc79f02
commit 21131807c5
2 changed files with 32 additions and 55 deletions
Show Stats Download Patch File Download Diff File Expand all files Collapse all files

0
src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/2.0/ConceptStack.mf
View File

87
src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/2.0/TurnkeyNetworkSystemsLLC-v2.0DesignDocument.md
View File

@ -1,68 +1,45 @@
#Turnkey Network Systems LLC Operating Areement - 2.0 design document
## Turnkey Network Systems LLC v2.0 - Concepts Stack
### Introduction
Several concepts will be merged together in the v2.0 operating agreement.
- Classes of memberships. Based on the FairShares model.
- No capital accounts.
## Introduction
This is the design document for the 2.0 version of the Turnkey Network Systems LLC Operating Agreement.
## Concepts Stack
You are an expert in drafting LLC operating agreements in the state of Texas. You only write long form, comprehensive, detailed operating agreements. You need to Write a LLC operating agreement fully compliant with state law in Texas.
Several concepts will be merged together in the v2.0 operating agreement.
- Categories of membership units. (Investor, Founder, Labor). Based on the FairShares model.
- Class of memberships (full, restricted) (all categories will be subject)(by default) to the same classes. This is to handle cases of bankruptcy etc (assignment of assets to creditors or upon death etc). At which trigger, the governance class would be removed and would be only restricted class.
- No capital accounts or interests granted. Profit interests only. Subject to 83b election.
- Use of SALE agreement for the Investor units
- - Incorporate all the recommendations from LoneStarLandLaw book
Operatikg Agreement Formatting requirements:
## Contract language requirements
- Generate a markdown file for download - ensure the markdown file is formatted properly to pass a markdown linter
- Do not output the markdown into the chat, generate a file for download.
- Ensure the markdown file is fully generated before providing the download link.
- Use bulleted lists instead of comma separated lists
- Ensure all lists have a blank line before and after the first and last list element respectively even if not required by the linter
Operating Agreement Language requirements:
- granting of profit interests instead of capital interests
- Utilize the fairshares model
- Incorporate all the recommendations from LoneStarLandLaw book
- specifying oversight is via multiple Board committees instead of the entire Board
- allowing for cells or super series
- allowing all series broad latitude setting their operating terms and agrrement
- allowing explicitly for holding shell companies
- serve as a detailed and comprehensive overall LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
- serve as a detailed and comprehensive LLC operating agreement for each of the individual series of that overall LLC.
- allow for the establishment of regular series LLC entity
- allow for the establishment of a cell that can contain sub series LLC entities
- Serves as a detailed and comprehensive overall LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
- State 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 and all series LLCs and all agreements entered into by the series LLc are null and void.
- Incorporate by reference all previous Board of Directors written decisions as directed by members of Turnkey Network Systems LLC, especially as relating to the removal of members. Include a link to https://git.knownelement.com/tofix in that section.
- Formally remove all previous elected directors elected by the members of the Turnkey Network Systems (series) LLC members and call for the election of a new board committee within 30 calendar days of execution of this amended and restated operating agreement.
- specify the establishment of a standard series called Wyble Family Office (series) LLC.
- State that Wyble Family Office (series) LLC will have one member: Charles Wyble and Patti Wyble Living Trust with 100% ownership.
- State that the overall LLC will not have any members except for Wyble Family Office (series) LLC.
- specify the establishment of a standard series called Known Element Enterprises (series) LLC.
- specify the establishment of a standard series called The Campus Trading Company (series) LLC.
- State that Known Element Enterprises (series) LLC will not have any members except for Wyble Family Office (series) LLC.
- State that The Campus Trading Company (series) LLC will not have any members except for Wyble Family Office (series) LLC.
- State that Turnkey Network Systems LLC will have an IT/business operations management series, and that will be the Known Element Enterprises (series) LLC.
- Specify that all series created under Turnkey Network Systems LLC (and Turnkey Network Systems LLC itself) must use Known Element Enterprises LLC as the sole vendor for IT and business operations services
- State that Turnkey Network Systems LLC will have a transaction, trading and treasury management series, and that will be the The Campus Trading Company (series) LLC.
- Specify that all series created under Turnkey Network Systems LLC (and Turnkey Network Systems LLC itself) must use The Campus Trading Company LLC as the sole vendor for transaction, trading and treasury management services
- Ensure a provision exists in the agreement for the establishment of series.
- Ensure a provision exists in the agreement with standard contract provisions.
- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations services
- Specify that the content of the contract is licensed under the AGPL v3.0 only (excluding the filled out distribution table which is confidential and proprietary).
- nullifies all previous verbal and written agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship.
- States that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements are hereby null and void.
- Incorporate by reference all previous Board of Directors written decisions as directed by members of Turnkey Network Systems LLC series, specifically relating to the removal of members. Include a link to https://git.knownelement.com/tofix in that section.
- Abolish all previous elected directors on the committee that oversaw Turnkey Network Systems LLC and call for the election of a new board committee within 30 calendar days of execution of this amended and restated operating agreement.
- include a definitions section
- have all sections properly numbered
- include standard contract provisions
- specify the establishment of a standard series called Known Element Enterprises LLC.
- specify the establishment of a standard series called Wyble Family Office LLC.
- specify that the overall LLC will not have any members except for the management company Known Element Enterprises LLc.
- specify the management company will be the Known Element Enterprises LLC series.
- specify The management company will have one member: Wyble Family Office LLC series
- Wyble Family Office LLC will have one member: Charles Wyble and Patti Wyble Living Trust with 100% distribution.
- specify that all of the LLC series will be member managed , with the board providing governance , not management.
- be fully compliant with current Texas law
- 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.
- series are granted broad latitude setting their operating terms and agrrement (default rules will be the Appendix titled “Series LLC Default Operating Agreement”) (series supplement will specify if default rules are selected un-modified or with overriding sections)
- allow for the establishment of regular series LLC entity
- allow for the establishment of cells (related group of series),(broader latitude for classes (but not categories)
- allow for the establishment of holding / shell series
- specify that management of series is via a designated Series Manager, overseen by (a particular named) Board committee.
- 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.
- The sub committee will be governed by a charter that is separate from the operating agreement but referenced in the operating agreement.
- Ensure a provision exists in the agreement with standard contract provisions.
- include a comprehensive glossary
- Include provisions for over riding every part of the relevant business organizations code as allowed by law.
- Specify that the series enters into a contract with Known Element Enterprises as the provider of IT and business operations services.
- Specify the series name as {{LLCSeriesName}} 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.
- The operating agreement will be for an individual series of a series LLC that is member managed and board governed.
- Specify that the content of the contract is licensed under the AGPL v3.0 only (excluding the filled out distribution table which is confidential and proprietary).