diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 8157235..0179c82 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -1620,6 +1620,7 @@ All records of the Company and its series shall be maintained exclusively in ele * Adjustments to structure shall be made as necessary to maintain isolation + ### Section 4.3 - Series Management Structure #### 4.3.1 - Basic Management Framework @@ -1627,51 +1628,182 @@ All records of the Company and its series shall be maintained exclusively in ele 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: - a. Make operational decisions; - b. Enter into contracts within the series’ business purpose; - c. Manage series assets; - d. Conduct series business activities; - e. Make distributions in accordance with the series operating agreement; - f. Make investments; and - g. Take any other actions permitted by the series operating agreement and not in conflict with this Agreement. + + * 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 3. **Board Oversight Relationship**: The Board and its committees shall: - a. Provide governance and oversight; - b. Ensure compliance with this Agreement and applicable laws; - c. Monitor performance and risk; - d. Establish and enforce Company-wide policies; but - e. 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; or - iii. Required to prevent or mitigate significant harm to the Company or other series. + + * 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 + +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 + +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 #### 4.3.2 - Series Governance Options 1. **Alternative Governance Structures**: A series operating agreement may establish alternative governance structures, including: - a. Manager-managed governance with designated managers; - b. Board-managed governance with a series board of directors; - c. Officer-led governance with designated officer positions; or - d. Hybrid approaches combining elements of multiple structures. + + * 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 2. **Governance Documentation Requirements**: Any series with an alternative governance structure must: - a. Clearly define the governance structure in its operating agreement; - b. Establish clear lines of authority and decision-making procedures; - c. Define the relationship between its governance structure and the Board; and - d. Document all governance decisions in accordance with Section 3.2. + + * 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 + +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 + +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 #### 4.3.3 - Series Membership Decisions 1. **New Member Admission**: The admission of new members to a series requires: - a. Compliance with the procedures set forth in the series operating agreement; - b. Approval by existing series members as specified in the series operating agreement; - c. Company Committee approval, which shall not be unreasonably withheld; and - d. Execution of a membership interest subscription agreement and acknowledgment of this Agreement. + + * 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 2. **Member Removal**: Members may be removed from a series only: - a. In accordance with the series operating agreement; - b. For cause as defined in the series operating agreement; - c. Following all required notice and cure periods; and - d. With proper documentation in the electronic records system. + + * 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 + +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 + +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 ### Section 4.4 - Special Series Types