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@@ -571,7 +571,6 @@ The Company hereby designates the following series as exclusive internal shared
g. Document resource allocation for strategic initiatives.
### Section 3.2 - Electronic Records Requirement
#### 3.2.1 - Exclusive Electronic Record Keeping
@@ -579,94 +578,256 @@ The Company hereby designates the following series as exclusive internal shared
All records of the Company and its series shall be maintained exclusively in electronic format, including but not limited to:
1. **Corporate Records**:
a. Articles of organization and amendments;
b. Operating agreements (Company and series);
c. Board and committee meeting minutes and resolutions;
d. Series establishment documentation;
e. Regulatory filings and correspondence; and
f. Annual reports and compliance documents.
e. Regulatory filings and correspondence;
f. Annual reports and compliance documents;
g. Consents and certifications; and
h. Governance policies and procedures.
2. **Financial Documentation**:
a. Financial statements and reports;
b. Tax returns and supporting documents;
c. Bank statements and reconciliations;
d. Audit reports and working papers;
e. Budget and forecasting documents; and
f. Expense documentation and approvals.
e. Budget and forecasting documents;
f. Expense documentation and approvals;
g. Investment records and valuations; and
h. Capital transactions and funding documentation.
3. **Member Information**:
a. Series membership records;
b. Ownership transfer documentation;
c. Member contact information;
d. Voting records and proxies;
e. Distribution documentation; and
f. Membership interest certificates.
e. Distribution documentation;
f. Membership interest certificates;
g. Accredited investor verification materials; and
h. Member communications and notices.
4. **Contracts and Agreements**:
a. Service provider agreements;
b. Vendor contracts;
c. Client agreements;
d. Employment and contractor agreements;
e. Non-disclosure and confidentiality agreements; and
f. License and permit documentation.
e. Non-disclosure and confidentiality agreements;
f. License and permit documentation;
g. Insurance policies and claims; and
h. Settlement agreements and releases.
5. **Operational Records**:
a. Business plans and strategic documents;
b. Marketing materials and communications;
c. Intellectual property documentation;
d. Regulatory compliance records;
e. Standard operating procedures;
f. Risk assessments and mitigation plans;
g. Service level agreements and performance reports; and
h. Incident reports and resolution documentation.
#### 3.2.2 - Electronic Record System Requirements
1. **System Architecture Requirements**:
a. Cloud-based primary storage with geographic redundancy across at least three separate regions;
b. Real-time backup and disaster recovery systems with recovery time objective of less than four hours;
b. Real-time backup and disaster recovery systems with recovery time objective of less than four hours and recovery point objective of less than 15 minutes;
c. Multi-factor authentication access controls for all users;
d. Minimum AES-256 encryption at rest and TLS 1.3 encryption in transit;
e. Comprehensive API integration capabilities for authorized systems; and
f. Automated compliance monitoring and reporting.
e. Comprehensive API integration capabilities for authorized systems;
f. Automated compliance monitoring and reporting;
g. System availability of at least 99.9% measured monthly; and
h. Automated system health monitoring with real-time alerts for anomalies.
2. **Audit Trail Requirements**:
a. Immutable version control with blockchain verification;
b. Comprehensive change logging with user identification;
c. Cryptographically secured time and date stamping;
d. Complete document access history retention;
e. Detailed modification tracking with before/after comparisons; and
f. User activity logs retained for a minimum of seven years.
e. Detailed modification tracking with before/after comparisons;
f. User activity logs retained for a minimum of seven years;
g. Tamper-evident logging mechanisms; and
h. Regular audit trail verification procedures.
3. **Access Control Requirements**:
a. Role-based access management with principle of least privilege;
b. Granular permission settings at the document and field level;
c. Secure user authentication with biometric options;
d. Automatic session monitoring and timeout after 15 minutes of inactivity;
e. Comprehensive remote access protocols with enhanced security; and
f. Quarterly access rights review and certification.
e. Comprehensive remote access protocols with enhanced security;
f. Quarterly access rights review and certification;
g. Privileged access management with enhanced monitoring; and
h. Separation of duties for critical functions.
4. **Retention and Archiving Requirements**:
a. Automated retention scheduling based on document type;
b. Secure archiving protocols with integrity verification;
c. Legal hold implementation capabilities;
d. Defensible destruction procedures with verification;
e. Archive access controls with separate authentication; and
f. Retention periods compliant with all applicable regulations.
e. Archive access controls with separate authentication;
f. Retention periods compliant with all applicable regulations;
g. Annual retention policy reviews; and
h. Secure backup archives maintained in geographically separate locations.
#### 3.2.3 - Compliance and Security Standards
1. **Required Compliance Standards**: The electronic records system shall comply with:
a. SOC 2 Type II standards;
b. ISO 27001 Information Security standards;
c. NIST Cybersecurity Framework;
d. Applicable industry-specific regulations; and
e. All federal, state, and local records retention requirements.
d. GDPR and other applicable privacy regulations;
e. HIPAA requirements for any protected health information;
f. Applicable industry-specific regulations; and
g. All federal, state, and local records retention requirements.
2. **Security Protocols**:
a. Quarterly vulnerability assessments;
b. Annual penetration testing by independent third parties;
c. Continuous security monitoring;
d. Incident response plan with testing;
e. Employee security awareness training; and
f. Data loss prevention controls.
e. Employee security awareness training;
f. Data loss prevention controls;
g. Endpoint security management; and
h. Zero-trust network architecture implementation.
3. **System Administration**:
a. Centralized administration by Known Element Enterprises;
b. Documentation of all system configurations;
c. Change management processes for system modifications;
d. Segregation of duties for administrative functions; and
e. Backup administrator credentials securely stored with the Company Committee.
d. Segregation of duties for administrative functions;
e. Backup administrator credentials securely stored with the Company Committee;
f. Automated system health monitoring; and
g. Capacity planning and performance optimization protocols.
#### 3.2.4 - Implementation and Verification
1. **System Implementation Timeline**:
a. Full implementation of all electronic record requirements within 90 days of the Effective Date;
b. Phased migration approach with priority for critical documents;
c. Verification and testing of all system components before full deployment; and
d. Post-implementation review within 30 days of completion.
2. **Compliance Verification**:
a. Quarterly system compliance audits;
b. Annual third-party security assessments;
c. Bi-annual disaster recovery testing;
d. Monthly backup verification procedures; and
e. Continuous monitoring of compliance with regulatory requirements.
3. **Documentation Requirements**:
a. Comprehensive system documentation maintained and updated;
b. User manuals and training materials for all series members;
c. Recovery procedures clearly documented and tested; and
d. Compliance certifications maintained and renewed as required.
### Section 3.3 - Mandatory Capital Raising Requirements