diff --git a/src/LLC-CommonBoilerplate/ClosingAndSignature.md b/src/LLC-CommonBoilerplate/ClosingAndSignature.md deleted file mode 100644 index 0256bbc..0000000 --- a/src/LLC-CommonBoilerplate/ClosingAndSignature.md +++ /dev/null @@ -1,17 +0,0 @@ - -# Closing - -IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, -has duly executed this - -* Company NDA - -* Company IP Assignment - -* Company Operating Agreement - - -# Signature Page - -The parties sign this Agreement on the date below by their electronic signatures. - diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/md5Initial b/src/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/md5Initial similarity index 100% rename from src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/md5Initial rename to src/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/md5Initial diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx b/src/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx similarity index 100% rename from src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx rename to src/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.md b/src/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.md similarity index 100% rename from src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.md rename to src/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.md diff --git a/src/SeriesLLC-Regular-Boostrap/ReachableCEOEnterprisesLLC/ReachableCEO-OpAgreement.md b/src/SeriesLLC-Regular-Boostrap/ReachableCEOEnterprisesLLC/ReachableCEO-OpAgreement.md deleted file mode 100644 index 18c69a5..0000000 --- a/src/SeriesLLC-Regular-Boostrap/ReachableCEOEnterprisesLLC/ReachableCEO-OpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -# ReachableCEO Enterprises LLC diff --git a/src/SeriesLLC-Regular-Bootstrap-TDCMP/TDCMP-Template.md b/src/SeriesLLC-Regular-Bootstrap-TDCMP/TDCMP-Template.md deleted file mode 100644 index fbcb7dd..0000000 --- a/src/SeriesLLC-Regular-Bootstrap-TDCMP/TDCMP-Template.md +++ /dev/null @@ -1 +0,0 @@ -Stub file until content is merged from other repositories. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-Bootstrap/KnownElementEnterprisesLLC/KnelCharter.md b/src/SeriesLLC-Regular-Bootstrap/KnownElementEnterprisesLLC/KnelCharter.md deleted file mode 100644 index b44ebf7..0000000 --- a/src/SeriesLLC-Regular-Bootstrap/KnownElementEnterprisesLLC/KnelCharter.md +++ /dev/null @@ -1,176 +0,0 @@ - -# Known Element Enterprises LLC (KNEL) Charter - -- [Known Element Enterprises LLC (KNEL) Charter](#known-element-enterprises-llc-knel-charter) - - [Purpose of this document](#purpose-of-this-document) - - [KNEL Mission](#knel-mission) - - [Accountability](#accountability) - - [Independence](#independence) - - [Areas of responsibility](#areas-of-responsibility) - - [Scope](#scope) - - [Authority](#authority) - - [Assessment and Advisory Services](#assessment-and-advisory-services) - - [Risk Management Services](#risk-management-services) - - -## Purpose of this document - -The purpose of this document is to outline areas of responsibility and operational interaction within KNEL. The reader should be able to obtain the following information from this document: - -- Understanding the Organizational Structure of KNEL -- Understanding the Operational Responsibilities of the various hierarchical layers within the Organizational Structure -- Understanding the Intra-Operational Model of KNEL -- Understanding the Inter-Operational Model of KNEL - -## KNEL Mission - -Known Element Enterprises LLC (KNEL) supports the TSYS Group mission by fostering the information technology , information security/assurance/assessment and privacy approaches across all component -entities of TSYS Group. - -KNEL is a top level component entity of TSYS Group. KNEL has total responsibility for procurement, deployment, architecture operational support and retirement of the entire infrastructure stack -used to provision all IT services across TSYS Group. - -Known Element Enterprises seeks to establish a very specific culture that provides consistent, long term, zero variable , predictable , successful and stable outcomes in all tasks/projects and ongoing -service delivery and operations. - -KNEL core cultural tenants: - -- ruthless execution -- outstanding service delivery that pleasantly surprises and delights all stakeholders every time -- integrity and consistency -- privacy -- collaboration -- documentation , knowledge capture and dissemination -- sustainability -- stewardship -- strong information security/information assurance - - This culture underpins KNEL ability to be a good steward of TSYS Group information entrusted to it by its stakeholders. - -The goal of KNEL is to implement a framework of safeguards to protect the: - -- confidentiality (authorized access) -- integrity -- availability - -of TSYS Group information technology resources and information, and to ensure TSYS Group is able to meet statutory and regulatory obligations in a manner that enables and respects individual privacy. - -## Accountability - -The TSYS Group CIO, CISO , VP of Technical Operations and IT Director (the IT Management Committee) manage KNEL assets and staff and are accountable directly to the TSYS Group Board to: - -- Establish the strategic direction of KNEL -- Ensure the continuous enhancement and effectiveness of KNEL to present a proactive approach to information security at TSYS Group -- Promote public information sharing throughout TSYS Group -- To provide a one-stop point of information and accountability for information security and privacy at TSYS Group -- Provide periodic assessments on the adequacy and effectiveness of the TSYS Group processes for controlling its activities and managing its risks in the areas set forth under the mission and scope of work. -- Report significant issues affecting privacy, including recommended process improvements, and provide follow-up on mitigation. -- Provide information on the status and results of campus unit security assessments and Privacy Impact Assessments. -- Coordinate with, and provide oversight of, other privacy compliance, control, and monitoring functions. - -## Independence - -To provide for the independence of KNEL, the IT Management Committee reports directly to the TSYS Group Board. This ensures fierce independence of the IT organization and allows the Board to remain fully informed in it's role of providing effective and engaged group wide oversight and governance. - -In too many organizations, IT is stymied by senior management and it results in situations like the Equifax breach or ransomware. -Also by being an independent LLC under TSYS Group, it's able to function on an equal level with other TSYS Group components. -Like all TSYS Group component entities, it has an independent P&L (following the TSYS Group zero internal cost center model). -That's right, IT can be a profit center! - -## Areas of responsibility - -- Facilities IT (power/cooling/physical security) -- Enterprise IT (hypervisor/storage/networking/monitoring,alerting/backups) -- Platform IT - Data (database,block,object,file stores) -- Platform IT - Middleware (batch/sync/async task execution, API/microservices, enterprise service bus, intra system/application messaging,e-mail) -- Platform IT - Application Runtime (container runtime, legacy applications, PAAS) -- SRE (TSYS Group application catalog) - -## Scope - -The scope of Information Security/Assurance/Assessment and Privacy comprises multiple focus areas: - -- Policy -- Training/Awareness -- Incident Management and Response -- Consulting -- Assessments -- Risk Management -- Survivability - -- KNEL develops policies and guidelines to assist technology and information users to understand their responsibilities. - -- Through Training and Awareness initiatives, stakeholders learn secure behaviors that support the protection of TSYS Group, as well as personal, information. - -- When security incidents or privacy breaches occur, quick and effective response is crucial to limit damage and quickly restore services. The focus area of Incident Management & Response supports this effort by promoting consistent means to prepare, respond to, recover from, and report incidents. - -- KNEL partners and consults with component entities across TSYS Group to assist them in meeting their privacy and information security objectives. - -- KNEL conducts information security and privacy assessments in accordance with approved plans and its established policies and procedures. - -- Risk Management allows units to determine the risks that exist in their environments and how those risks can be reduced or eliminated. - -- Survivability supports the planning for recovery of technology services following an emergency or system disruption. - -The scope of information security centers on implementing appropriate technical, operational and management controls to protect confidentiality (authorized access), integrity, and availability of resources. - -The information privacy scope of work is to determine whether TSYS Group recognizes the risk associated with collecting and storing protected data and that TSYS Group is aware of and in compliance with applicable policies and laws. This supports: - -- The expectation that personally identifiable information collected, processed, or stored by TSYS Group is protected from misuse or unauthorized access; - -- Limiting personal data collection to only those data items required for legitimate business purposes; - -- Respecting the rights of the data owners as guaranteed by laws, regulations, and contractual obligations; - -- Confirming TSYS Group organizations incorporate privacy procedures as an integral part of business system design processes; - -- Significant legislative or regulatory privacy issues impacting the organization are recognized and addressed properly. - -## Authority - -KNEL is authorized to: - -- Have access to all functions, records, property, and personnel required for information security and privacy assessments. -- Make specific reports directly to TSYS Group Board and other entities as deemed appropriate. -- Allocate resources, set frequencies, select subjects, determine scopes of work, and apply the techniques required to accomplish information security objectives. -- When conducting risk reviews and assessments, obtain the necessary assistance of personnel in TSYS Group units, as well as specialized services from within or outside the organization. - -Responsibilities - -KNEL has responsibility to: - -- Maintain a professional staff with sufficient knowledge, skills, experience, and professional certifications to meet the requirements of this charter. -- Develop an information security strategy that presents a high-level plan for achieving information security goals. -- Research best practices and technologies that support information security. -- Establish a quality assurance program by which the Director assures the operation of KNEL activities. - -## Assessment and Advisory Services - -KNEL conducts information security and privacy assessments in accordance with Board approved plans and its established policies and procedures. - -KNEL can also conduct independent information security and privacy impact assessments. - -Assessment and Advisory services include: - -- Developing a flexible annual plan in consultation with the Board using appropriate risk-based methodology, including risks or control concerns identified by TSYS Group corporate/component leadership. -- Examining and evaluating the adequacy and effectiveness of the systems of internal privacy controls. -- Evaluating and assessing significant new or changing services, processes, operations, and controls coincident with their development and implementation. -- In coordination with the Board assessing compliance with laws, regulations, contract/grant provisions, and internal policies, plans, and procedures. -- Reviewing operations or programs to ascertain whether results are consistent with established objectives. -- Performing consulting services, assurance services, to assist component entities in meeting privacy objectives. -- Evaluating emerging information technology audit/assessment trends and implementing best practices. - -## Risk Management Services - -The focus area of Risk Management is the key to a successful information security program. - -Information security is not exact or all-encompassing. No one can ever eradicate all risk of improper, malicious or capricious use of information and resources. The goal of information security is that in a particular situation, the controls are commensurate with the value of the protected resource and weighed against the cost that would be incurred --financial or otherwise - in the event of unauthorized disclosure, degradation, or loss. The process of balancing risks, costs of protection strategies, and resource value is risk management. - -Risk Management Services include: - -- Partnering with TSYS Group units to conduct risk reviews that highlight strengths and weaknesses of a unit's information security profile; -- Consulting with TSYS Group units determine how best to minimize risk and protect resources; -- Directing assessments of critical program areas or new services to ensure appropriate security controls are in place; -- Perform network monitoring, intrusion detection/prevention, web scanning, and other security procedures to help secure the infrastructure and in response to malicious activity. -- Evaluating new and emerging security strategies and technologies for use in TSYS Group environment; -- Collaborating with the information security technology team to plan and implement the SANS Top 20 Security Controls. diff --git a/src/SeriesLLC-Regular-Bootstrap/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md b/src/SeriesLLC-Regular-Bootstrap/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-Bootstrap/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-Bootstrap/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md b/src/SeriesLLC-Regular-Bootstrap/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-Bootstrap/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBoostrap/EzEDA.org-SupportAndCustomDevServicesLLC/EzEDAOpAgreement.md b/src/SeriesLLC-Regular-PostBoostrap/EzEDA.org-SupportAndCustomDevServicesLLC/EzEDAOpAgreement.md deleted file mode 100644 index cdc2b0c..0000000 --- a/src/SeriesLLC-Regular-PostBoostrap/EzEDA.org-SupportAndCustomDevServicesLLC/EzEDAOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -# EzEDA.org Support and Custom Development Services LLC diff --git a/src/SeriesLLC-Regular-PostBoostrap/EzPodStack.org-SupportAndCustomDevServicesLLC/EzPodStackOpAgreement.md b/src/SeriesLLC-Regular-PostBoostrap/EzPodStack.org-SupportAndCustomDevServicesLLC/EzPodStackOpAgreement.md deleted file mode 100644 index 2f0bc65..0000000 --- a/src/SeriesLLC-Regular-PostBoostrap/EzPodStack.org-SupportAndCustomDevServicesLLC/EzPodStackOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -# EzPodStack.org Support and Custom Development Services LLC diff --git a/src/SeriesLLC-Regular-PostBoostrap/ReachableCEOEnterprisesLLC/ReachableCEO-OpAgreement.md b/src/SeriesLLC-Regular-PostBoostrap/ReachableCEOEnterprisesLLC/ReachableCEO-OpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBoostrap/ReachableCEOEnterprisesLLC/ReachableCEO-OpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBoostrap/RedwoodFamilyOfficeLLC/RedwoodFamilyOfficeOpAgreement.md b/src/SeriesLLC-Regular-PostBoostrap/RedwoodFamilyOfficeLLC/RedwoodFamilyOfficeOpAgreement.md deleted file mode 100644 index b8e941f..0000000 --- a/src/SeriesLLC-Regular-PostBoostrap/RedwoodFamilyOfficeLLC/RedwoodFamilyOfficeOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -# Redwood Family Office LLC diff --git a/src/SeriesLLC-Regular-PostBoostrap/TheCampusTradingCompanyLLC/TheCampusTradingCoOpAgreement.md b/src/SeriesLLC-Regular-PostBoostrap/TheCampusTradingCompanyLLC/TheCampusTradingCoOpAgreement.md deleted file mode 100644 index 919eb4f..0000000 --- a/src/SeriesLLC-Regular-PostBoostrap/TheCampusTradingCompanyLLC/TheCampusTradingCoOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -# TheCampusTradingCompany.com LLC diff --git a/src/SeriesLLC-Regular-PostBootstrap/Ap4Ap.orgLLC/Ap4ApOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/Ap4Ap.orgLLC/Ap4ApOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/Ap4Ap.orgLLC/Ap4ApOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/AxiosHeartStudiosLLC/AxiosOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/AxiosHeartStudiosLLC/AxiosOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/AxiosHeartStudiosLLC/AxiosOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/EzEDA.org-SupportAndCustomDevServicesLLC/EzEDAOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/EzEDA.org-SupportAndCustomDevServicesLLC/EzEDAOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/EzEDA.org-SupportAndCustomDevServicesLLC/EzEDAOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/EzPodStack.org-SupportAndCustomDevServicesLLC/EzPodStackOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/EzPodStack.org-SupportAndCustomDevServicesLLC/EzPodStackOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/EzPodStack.org-SupportAndCustomDevServicesLLC/EzPodStackOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/MeetMorse.comLLC/MeetMorseOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/MeetMorse.comLLC/MeetMorseOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/MeetMorse.comLLC/MeetMorseOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/RackRental.netLLC/RackRentalOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/RackRental.netLLC/RackRentalOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/RackRental.netLLC/RackRentalOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/RedwoodFamilyOfficeLLC/RedwoodFamilyOfficeOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/RedwoodFamilyOfficeLLC/RedwoodFamilyOfficeOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/RedwoodFamilyOfficeLLC/RedwoodFamilyOfficeOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/StartingLineProductionsLLC/StartingLineProdOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/StartingLineProductionsLLC/StartingLineProdOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/StartingLineProductionsLLC/StartingLineProdOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/SuborbitalSystems.netLLC/SuboSysOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/SuborbitalSystems.netLLC/SuboSysOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/SuborbitalSystems.netLLC/SuboSysOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/TheCampusTradingCompanyLLC/TheCampusTradingCoOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/TheCampusTradingCompanyLLC/TheCampusTradingCoOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/TheCampusTradingCompanyLLC/TheCampusTradingCoOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/ThePeerNet.comLLC/ThePeerNetOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/ThePeerNet.comLLC/ThePeerNetOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/ThePeerNet.comLLC/ThePeerNetOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBootstrap/sol-calc.comLLC/SolCalcOpAgreement.md b/src/SeriesLLC-Regular-PostBootstrap/sol-calc.comLLC/SolCalcOpAgreement.md deleted file mode 100644 index fcd7345..0000000 --- a/src/SeriesLLC-Regular-PostBootstrap/sol-calc.comLLC/SolCalcOpAgreement.md +++ /dev/null @@ -1 +0,0 @@ -Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/CellSeries/RedwoodFamilyOfficeGroupLLC/REDWFO-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/CellSeries/RedwoodFamilyOfficeGroupLLC/REDWFO-OperatingAgreement.md new file mode 100644 index 0000000..08b34fb --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/CellSeries/RedwoodFamilyOfficeGroupLLC/REDWFO-OperatingAgreement.md @@ -0,0 +1 @@ +# Redwood Family Office Group LLC Operating Agreement diff --git a/src/SeriesLLC-SuperCell-PostBootstrap/RWSCP/CompanyNameAndPurpose.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/CellSeries/RedwoodSpringsCapitalPartnersGroupLLC/CompanyNameAndPurpose.md similarity index 100% rename from src/SeriesLLC-SuperCell-PostBootstrap/RWSCP/CompanyNameAndPurpose.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/CellSeries/RedwoodSpringsCapitalPartnersGroupLLC/CompanyNameAndPurpose.md diff --git a/src/SeriesLLC-SuperCell-PostBootstrap/RWSCP/RWSCPOpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/CellSeries/RedwoodSpringsCapitalPartnersGroupLLC/RWSCPOpAgreement.md similarity index 100% rename from src/SeriesLLC-SuperCell-PostBootstrap/RWSCP/RWSCPOpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/CellSeries/RedwoodSpringsCapitalPartnersGroupLLC/RWSCPOpAgreement.md diff --git a/src/SeriesLLC-Regular-Boostrap/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-Boostrap/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/TheCampusTradingCompanyLLC/TheCampusTradingCompany-OpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/TheCampusTradingCompanyLLC/TheCampusTradingCompany-OpAgreement.md new file mode 100644 index 0000000..7f28b7b --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/TheCampusTradingCompanyLLC/TheCampusTradingCompany-OpAgreement.md @@ -0,0 +1 @@ +# Known Element Enterprises LLC diff --git a/src/SeriesLLC-Regular-Boostrap/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-Boostrap/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/OperatingSeries/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md diff --git a/src/SeriesLLC-Regular-Boostrap-TDCMP/TDCMP-Template.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/TDCMPSeries/TDCMP-Template.md similarity index 100% rename from src/SeriesLLC-Regular-Boostrap-TDCMP/TDCMP-Template.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/Bootstrap/TDCMPSeries/TDCMP-Template.md diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/FixedFormatting.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/FixedFormatting.md deleted file mode 100644 index 3437f91..0000000 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/FixedFormatting.md +++ /dev/null @@ -1,396 +0,0 @@ -# AMENDED AND RESTATED OPERATING AGREEMENT OF TURNKEY NETWORK SYSTEMS LLC - A Texas Series Limited Liability Company - -## CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM - -THE TRANSMISSION OF THIS DOCUMENT OR THE INFORMATION CONTAINED HEREIN TO ANY PERSON OTHER THAN THE PERSON TO WHOM IT HAS BEEN DELIVERED BY TURNKEY NETWORK SYSTEMS LLC AND ITS AUTHORIZED REPRESENTATIVES IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS DOCUMENT, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF TURNKEY NETWORK SYSTEMS LLC, IS PROHIBITED. - -THESE SECURITIES HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS THE COMMISSION OR ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. - -THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES. - -THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(A)(2) OF THE ACT AND REGULATION D PROMULGATED THEREUNDER AND OTHER EXEMPTIONS OF SIMILAR IMPORT IN THE LAWS OF THE STATES AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE COMPANY WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). - -PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH INVESTOR SHOULD MAKE THEIR OWN INQUIRIES AND CONSULT THEIR OWN ADVISORS AS TO THE APPROPRIATE TAX TREATMENT, LEGAL, FINANCIAL, AND OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY FOR SUCH INVESTOR. - -## ARTICLE 1 - RECITALS - -### Section 1.1 - Prior Agreement - -This Amended and Restated Operating Agreement (the "Agreement") supersedes and replaces in its entirety that certain Operating Agreement of Turnkey Network Systems LLC dated [ORIGINAL DATE] (the "Prior Agreement"). - -### Section 1.2 - Purpose of Amendment and Restatement - -The Member desires to amend and restate the Prior Agreement to: - -- establish the Company's role within TSYS Group, -- implement mandatory service provider requirements, -- establish the governance structure under the TSYS Group Board of Directors. -- establish the authority for the creation of TDCMP shell entities -- establish the authority for the creation of Cell series - -### Section 1.3 - Effect of Amendment and Restatement - -Upon execution of this Agreement: - -- The Prior Agreement shall be superseded in its entirety -- All prior amendments to the Prior Agreement shall be void -- All rights and obligations under the Prior Agreement shall terminate -- All previous written and verbal agreements, understandings, contracts, and commitments of any kind made by or on behalf of: - - TSYS Group - - TSYS - - Charles Wyble - - Turnkey Network Systems LLC - - Turnkey Network Systems Partnership - - Turnkey Network Systems sole proprietorship - - are hereby terminated, rescinded, and rendered null and void in their entirety -- No party shall have any continuing obligations, rights, or duties under any such prior agreements -- This Agreement shall govern all aspects of the Company's operations going forward - -## ARTICLE 2 - GLOSSARY OF TERMS - -### Section 2.1 - Defined Terms - -For purposes of this Agreement, the following terms shall have the meanings specified: - -1. **Agreement**: This Operating Agreement of Turnkey Network Systems LLC, as amended from time to time. - -2. **Board** or **Board of Directors**: The governing body of TSYS Group, which oversees all TSYS Group entities and operations through various sub-committees. - -3. **Company Committee**: The governing sub-committee of the Board specifically responsible for overseeing Turnkey Network Systems LLC and its series. The Company Committee consists of independent directors elected by the members of all series of the Company. - -4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company and a subsidiary entity within TSYS Group. - -5. **Electronic Records**: Digital documentation, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee. - -6. **Independent Director**: A natural person serving on the Company Committee who must meet all of the following criteria: - - * Is not a member of any series - * Has no direct or indirect ownership interest in any series - * Has no immediate family members who are series members (see definition of "Immediate Family Members" below) - * Has no material business relationship with any series (see definition of "Material Business Relationship" below) - -7. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including: - - Network Infrastructure: - - Wide Area Network (WAN) and Local Area Network (LAN) management - - Internet connectivity and bandwidth allocation - - Virtual Private Network (VPN) services - - Network monitoring and optimization - - Firewall management and configuration - - Software Systems: - - Enterprise Resource Planning (ERP) software - - Customer Relationship Management (CRM) platforms - - Accounting and financial software - - Document management systems - - Collaboration and communication tools - - Custom application development and maintenance - - Data Storage and Management: - - Cloud storage solutions - - Backup and recovery systems - - Data archiving and retention - - Database management and optimization - - Data migration and synchronization - - Security Services: - - Access control and authentication systems - - Intrusion detection and prevention - - Security incident monitoring and response - - Vulnerability assessment and penetration testing - - Security awareness training - - Compliance monitoring and reporting - - Technical Support: - - 24/7 help desk services - - Remote and on-site support - - System maintenance and updates - - Hardware support and replacement - - User training and documentation - - Infrastructure Management: - - Server administration - - Cloud infrastructure management - - Hardware procurement and lifecycle management - - Disaster recovery planning and implementation - - Performance monitoring and optimization - -8. **Known Element Enterprises**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for the Company and its series. - -9. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code ยง 101.601. - -10. **Series Member**: A person or entity holding a membership interest in a specific series. - -11. **The Campus Trading Company**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury operations for the Company and its series. - -12. **TSYS Group**: The parent organization that includes Turnkey Network Systems LLC and its series as subsidiary entities. TSYS Group is governed by its Board of Directors through various sub-committees, including the Company Committee that oversees the Company. - -13. **Transaction Services**: All financial transaction and treasury services provided exclusively by Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, including: - - Payment Processing: - - Electronic funds transfers (ACH, wire, SWIFT) - - Credit and debit card processing - - Digital payment systems integration - - Payment gateway management - - Recurring payment management - - Payment reconciliation and reporting - - Treasury Management: - - Working capital optimization - - Liquidity management and forecasting - - Investment portfolio management - - Risk management and hedging strategies - - Foreign exchange operations - - Credit facility management - - Financial Settlements: - - Inter-series settlements - - Vendor payment processing - - Customer payment collection - - Cross-border transaction management - - Settlement dispute resolution - - Automated clearing house operations - - Banking Relationships: - - Bank account management - - Banking platform integration - - Letter of credit administration - - Bank fee analysis and optimization - - Banking service negotiations - - Relationship management across financial institutions - - Cash Management: - - Cash position monitoring - - Cash flow forecasting and analysis - - Account structure optimization - - Sweep account management - - Working capital analytics - - Cash concentration services - - Financial Controls: - - Payment authorization workflows - - Fraud prevention systems - - Audit trail maintenance - - Compliance monitoring - - Internal control documentation - - Risk assessment and mitigation - -## ARTICLE 3 - MANDATORY OPERATIONAL REQUIREMENTS - -## Section 3.1 - Internal Shared Services Structure - -### 1. Designation of Internal Service Providers - -The Company hereby establishes the following series as internal shared service divisions: - -a. Known Element Enterprises (series) LLC shall serve as the Company's centralized information technology division, providing all IT services as defined in Section 2.1. - -b. The Campus Trading Company (series) LLC shall serve as the Company's centralized treasury and transaction operations division, providing all transaction services as defined in Section 2.1. - -### 2. Mandatory Use of Internal Services - -All series must exclusively utilize these internal service divisions for their respective functions. No series may: - -a. Develop independent IT systems or capabilities - -b. Establish independent banking or treasury relationships - -c. Contract directly with external service providers for these functions - -### 3. Service Division Operations - -a. Each service division shall: - - * Operate as a cost center pursuant to Section 4.6.5 - * Maintain transparent cost accounting - * Be subject to Board oversight through appropriate committees - * Select and manage external vendors as needed - * Develop and maintain appropriate service standards - -b. The Board of Directors, through its committees, shall establish and oversee: - - * Performance metrics and reporting requirements - * Service level frameworks - * Cost allocation methodologies - * Technology and service strategies - * Vendor selection criteria - * Quality control measures - * Other operational parameters as needed - -### 4. Vendor Relationships - -a. Service divisions shall have sole authority to: - - * Select external vendors - * Negotiate vendor contracts - * Manage vendor relationships - * Terminate vendor relationships - -b. All vendor relationships shall be: - - * Subject to Board oversight - * Managed according to Board-established criteria - * Properly documented - * Regularly reviewed - -### 5. Cost Allocation - -a. Service costs shall be: - - * Allocated among series according to Board-approved methodologies - * Documented transparently - * Reviewed regularly - * Adjusted as needed to maintain cost-only operation - -### 6. Documentation Requirements - -All service division operations shall be documented in accordance with the electronic records requirements of Section 3.2. - -### Section 3.2 - Electronic Records Requirement - -1. All records shall be maintained exclusively in electronic format, including: - - - Corporate Records: - - Articles of organization and amendments - - Operating agreements (master and series) - - Board meeting minutes and resolutions - - Series establishment documentation - - Regulatory filings and correspondence - - Annual reports and compliance documents - - - Financial Documentation: - - Financial statements and reports - - Tax returns and supporting documents - - Bank statements and reconciliations - - Audit reports and working papers - - Budget and forecasting documents - - Expense documentation and approvals - - - Member Information: - - Series membership records - - Ownership transfer documentation - - Member contact information - - Voting records and proxies - - Capital contribution records - - Distribution documentation - - - Contracts and Agreements: - - Service provider agreements - - Vendor contracts - - Client agreements - - Employment contracts - - Non-disclosure agreements - - License and permit documentation - -2. Electronic Record Requirements: - - - System Architecture: - - Cloud-based primary storage with geographic redundancy - - Real-time backup and disaster recovery systems - - Multi-factor authentication access controls - - Encryption at rest and in transit - - API integration capabilities - - - Audit Trail Requirements: - - Automated version control - - Change logging with user identification - - Time and date stamping - - Document access history - - Modification tracking - - User activity logs - - - Access Controls: - - Role-based access management - - Granular permission settings - - Secure user authentication - - Session monitoring and timeout - - Remote access protocols - - - Retention and Archiving: - - Automated retention scheduling - - Secure archiving protocols - - Legal hold implementation - - Destruction procedures - - Archive access controls - -### Section 3.3 - Mandatory Capital Requirements - -1. Capital Activities Restrictions: All series must exclusively utilize Redwood Springs Capital Partners LLC and/or its management series or subsidiary funds series for: - - * All capital raising activities - * All formation capital activities - * All subsequent capital activities - * Any external investment into a series - * Any financing activities - * Any capital restructuring - * Any other activities involving external capital - -2. Capital Management Requirements: - - * All capital transactions must be processed through The Campus Trading Company LLC systems - * All capital reporting must be conducted through The Campus Trading Company LLC systems - * Each series may invest its capital as it determines appropriate, provided all such investments are executed and processed through The Campus Trading Company LLC systems - * No series may engage external capital management services - -3. Prohibited Capital Activities: Series may not: - - * Independently raise capital - * Engage external capital management services - * Enter into independent financing arrangements - * Process capital transactions outside of The Campus Trading Company LLC systems - * Accept external investment without proper authorization through Redwood Springs Capital Partners LLC - -4. Compliance Requirements: All series must: - - * Maintain detailed capital activity records - * Submit regular capital reports - * Obtain prior approval for capital activities - * Follow established capital procedures - * Adhere to capital compliance measures - * Participate in capital audits as required - -5. Capital Activity Documentation: All capital activities must be: - - * Properly documented - * Electronically recorded - * Maintained in compliance with Section 3.2 - * Available for audit - * Approved through proper channels - * Reported as required - -## ARTICLE 4 - SERIES ESTABLISHMENT AND MAINTENANCE - -### Section 4.1 - Series Creation - -1. New series may be established upon: - - - Company Committee approval - - Filing of required notices with the Texas Secretary of State - - Execution of a series operating agreement - -2. Each series shall have its own: - - - Operating agreement - - Management structure - - Membership interests - - Business purpose - -3. Series Operating Agreement Flexibility: - - - Series shall have broad latitude to establish their own operating parameters - - Series may create unique governance structures - - Series may set custom economic terms - - Series may establish specialized membership rights - - Series may implement unique operational procedures - - Series may define custom distribution structures - -4. Series Operating Agreement Limitations: - - - No series operating agreement may override or conflict with: - - - Any provision of this Agreement - - Required service provider relationships - - Electronic records requirements - - Company-level compliance measures - - Mandatory operational requirements - - Securities law compliance - - - Any provision in a series operating agreement that conflicts with this Agreement shall be void and unenforceable - -### Section 4.2 - Series Independence and Isolation - -1. Absolute Series Isolation: - - * Each series is absolutely and irrevocably isolated from all other series - * The assets, liabilities, obligations, \ No newline at end of file diff --git a/src/SeriesLLC-Regular-PostBoostrap/Ap4Ap.org/Ap4ApOpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/Ap4Ap.org/Ap4ApOpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-PostBoostrap/Ap4Ap.org/Ap4ApOpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/Ap4Ap.org/Ap4ApOpAgreement.md diff --git a/src/SeriesLLC-Regular-PostBoostrap/MeetMorse.comLLC/MeetMorseOpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/MeetMorse.comLLC/MeetMorseOpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-PostBoostrap/MeetMorse.comLLC/MeetMorseOpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/MeetMorse.comLLC/MeetMorseOpAgreement.md diff --git a/src/SeriesLLC-Regular-PostBoostrap/RackRental.netLLC/RackRentalOpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/RackRental.netLLC/RackRentalOpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-PostBoostrap/RackRental.netLLC/RackRentalOpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/RackRental.netLLC/RackRentalOpAgreement.md diff --git a/src/SeriesLLC-Regular-PostBoostrap/StartingLineProductionsLLC/StartingLineProdOpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/StartingLineProductionsLLC/StartingLineProdOpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-PostBoostrap/StartingLineProductionsLLC/StartingLineProdOpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/StartingLineProductionsLLC/StartingLineProdOpAgreement.md diff --git a/src/SeriesLLC-Regular-PostBoostrap/SuborbitalSystems.netLLC/SuboSysOpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/SuborbitalSystems.netLLC/SuboSysOpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-PostBoostrap/SuborbitalSystems.netLLC/SuboSysOpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/SuborbitalSystems.netLLC/SuboSysOpAgreement.md diff --git a/src/SeriesLLC-Regular-PostBoostrap/ThePeerNet.comLLC/ThePeerNetOpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/ThePeerNet.comLLC/ThePeerNetOpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-PostBoostrap/ThePeerNet.comLLC/ThePeerNetOpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/ThePeerNet.comLLC/ThePeerNetOpAgreement.md diff --git a/src/SeriesLLC-Regular-PostBoostrap/sol-calc.comLLC/SolCalcOpAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/sol-calc.comLLC/SolCalcOpAgreement.md similarity index 100% rename from src/SeriesLLC-Regular-PostBoostrap/sol-calc.comLLC/SolCalcOpAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ForProfit/sol-calc.comLLC/SolCalcOpAgreement.md diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md similarity index 97% rename from src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md rename to src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md index 9773e49..9a62b04 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md @@ -6,11 +6,11 @@ THESE SECURITIES HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. -THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES. +THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC OR PRIVATE MARKET EXISTS FOR THE SECURITIES. -THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(A)(2) OF THE ACT AND REGULATION D PROMULGATED THEREUNDER AND OTHER EXEMPTIONS OF SIMILAR IMPORT IN THE LAWS OF THE STATES AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE COMPANY WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). +THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(A)(2) OF THE ACT AND REGULATION D PROMULGATED THERE-UNDER AND OTHER EXEMPTIONS OF SIMILAR IMPORT IN THE LAWS OF THE STATES AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE COMPANY WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). -PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH INVESTOR SHOULD MAKE THEIR OWN INQUIRIES AND CONSULT THEIR OWN ADVISORS AS TO THE APPROPRIATE TAX TREATMENT, LEGAL, FINANCIAL, AND OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY FOR SUCH INVESTOR. +PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH INVESTOR SHOULD MAKE THEIR OWN INQUIRIES AND CONSULT THEIR OWN ADVISERS AS TO THE APPROPRIATE TAX TREATMENT, LEGAL, FINANCIAL, AND OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY FOR SUCH INVESTOR. ## ARTICLE 1 - RECITALS @@ -22,11 +22,14 @@ This Amended and Restated Operating Agreement (the "Agreement") supersedes and r The Member desires to amend and restate the Prior Agreement to: -- implement mandatory service provider requirements, -- establish the governance structure under the TSYS Group Board of Directors. +- implement mandatory service provider requirements for all series and the Company, +- establish the governance structure under the Board of Directors. - establish the authority for the creation of operating entities series - establish the authority for the creation of asset holding, non operational (TDCMPS) entities series - establish the authority for the creation of Cell entities series +- establish "bootstrap" series of Wyble Family Office Group LLC, Known Element Enterprises LLC, The Campus Trading Company LLC, Redwdood Family Office Group LLC. +- tightly define the scope of the Company to only the administration of series +- establish a total of one Company officer (Chief Operations Officer) and the reporting of the officer to the Board. ### Section 1.3 - Effect of Amendment and Restatement @@ -44,7 +47,7 @@ Upon execution of this Agreement: - Turnkey Network Systems Partnership - Turnkey Network Systems sole proprietorship are hereby terminated, rescinded, and rendered null and void in their entirety - + - No party shall have any continuing obligations, rights, or duties under any such prior agreements - This Agreement shall govern all aspects of the Company's operations going forward @@ -64,7 +67,7 @@ For purposes of this Agreement, the following terms shall have the meanings spec 5. **Electronic Records**: Digital documentation, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee. -**Independent Director**: A natural person serving on the Company Committee who must meet all of the following criteria: +6. **Independent Director**: A natural person serving on the Company Committee who must meet all of the following criteria: * Is not a member of any series * Has no direct or indirect ownership interest in any series @@ -121,7 +124,7 @@ For purposes of this Agreement, the following terms shall have the meanings spec 12. **TSYS Group**: The parent organization that includes Turnkey Network Systems LLC and its series as subsidiary entities. TSYS Group is governed by its Board of Directors through various sub-committees, including the Company Committee that oversees the Company. -13. **Transaction Services**: All financial transaction and treasury services provided exclusively by Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, including: +13. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, including: - Payment Processing: - Electronic funds transfers (ACH, wire, SWIFT) - Credit and debit card processing @@ -173,9 +176,9 @@ For purposes of this Agreement, the following terms shall have the meanings spec The Company hereby establishes the following series as internal shared service providers: -a. Known Element Enterprises (series) LLC shall serve as the Company's centralized information technology division, providing all IT services as defined in Section 2.1. +a. Known Element Enterprises (series) LLC shall serve as the Company's centralized information technology division, providing all IT services as defined in Section 2.1: IT Services. -b. The Campus Trading Company (series) LLC shall serve as the Company's centralized treasury and transaction operations division, providing all transaction services as defined in Section 2.1. +b. The Campus Trading Company (series) LLC shall serve as the Company's centralized treasury and transaction operations division, providing all transaction and treasury services as defined in Section 2.1: Transaction and Treasury Services. ### 2. Mandatory Use of Internal Services @@ -361,7 +364,7 @@ All service division operations shall be documented in accordance with the elect 2. Each series shall have its own: - Operating agreement - - Management structure + - Management structure - Membership interests - Business purpose @@ -369,7 +372,7 @@ All service division operations shall be documented in accordance with the elect - Series shall have broad latitude to establish their own operating parameters - Series may create unique governance structures - - Series may set custom economic terms + - Series may set custom economic terms - Series may establish specialized membership rights - Series may implement unique operational procedures - Series may define custom distribution structures @@ -395,7 +398,7 @@ All service division operations shall be documented in accordance with the elect * The assets, liabilities, obligations, and debts of each series are completely separate and distinct from all other series * No series shall have any claim, right, interest, obligation, duty, responsibility, or liability whatsoever in any other series * Each series operates as if it were a completely separate legal entity - * The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the company as a whole. + * The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the Company as a whole. 2. Mandatory Separation: @@ -442,7 +445,6 @@ All service division operations shall be documented in accordance with the elect * The series isolation provisions of the Texas Business Organizations Code are hereby incorporated by reference * To the extent permitted by law, series isolation shall be interpreted to provide the maximum possible protection and separation between series - ### Section 4.3 - Series Management Structure 1. 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.