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Charles N Wyble
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src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md
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@@ -71,121 +71,116 @@ Upon execution of this Agreement:
### Section 2.1 - Defined Terms
For purposes of this Agreement, the following terms shall have the meanings specified:
For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Article 2 shall have the meaning provided elsewhere in this Agreement or, if not defined in this Agreement, the meaning provided in the Texas Business Organizations Code.
1. **Agreement**: This Operating Agreement of Turnkey Network Systems LLC, as amended from time to time.
#### A. Corporate Structure and Governance Terms
2. **Board** or **Board of Directors**: The body which provides governance of all TSYS Group entities and operations through various sub-committees.
1. **Agreement**: This Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time.
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.
2. **Board** or **Board of Directors**: The governing body which provides overall governance and strategic direction for all TSYS Group entities and operations through its various committees.
3. **Cell Series**: A series established under the Company that may contain multiple subsidiary series and maintain its own governance structure, as more particularly described in Section 4.5.
4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company.
5. **Electronic Records**: Digital documentation, including but not limited to:
electronic signatures
digital certificates
blockchain records
cloud-based storage systems
other digital formats approved by the Company Committee.
5. **Company Committee**: The governing 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.
6. **Independent Director**: A natural person serving on the Company Committee who must meet all of the following criteria:
6. **Consent Decision-Making**: A decision-making process where decisions are made when no member presents a reasoned and paramount objection, as more particularly described in Section 7.8.3.
* 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. **Double-Linking**: A governance structure where each circle is connected to its parent circle by both an appointed Operational Leader and an elected Circle Representative, as more particularly described in Section 7.8.2.
7. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including (but not limited to):
- 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. **Effective Date**: The date on which this Agreement becomes effective, as set forth in Section 1.1.
8. **Known Element Enterprises**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group.
9. **General Circle**: The highest governance circle in the sociocratic structure, consisting of the TSYS Group Board, as more particularly described in Section 7.9.1.
9. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601.
10. **Independent Director**: A natural person serving on the Company Committee who meets 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; and
- Has no Material Business Relationship with any series.
10. **Series Member**: A person or entity holding a membership interest in a specific series.
11. **Operating Series**: A series of the Company that actively conducts business operations, as distinguished from asset-holding series or Cell series.
11. **The Campus Trading Company**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group.
12. **Primary Circle**: A governance circle directly connected to the General Circle, as more particularly described in Section 7.9.2.
13. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601 et seq., having separate rights, powers, and duties with respect to specified property and obligations, and having separate business purposes or investment objectives.
14. **Series Member**: A person or entity holding a membership interest in a specific series.
15. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3.
16. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1.
17. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board.
#### B. Membership and Economic Terms
18. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2.
19. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3.
20. **Class C Membership Interest**: A membership interest acquired through involuntary transfer with limited economic rights and no voting rights, as more particularly described in Section 5.4.
21. **Involuntary Transfer**: Any transfer of a membership interest that occurs through court judgment, execution upon judgment, assignment in satisfaction of debt, charging order, contested divorce proceeding, bankruptcy proceeding, or any other non-voluntary mechanism, as more particularly described in Section 5.4.
22. **Material Business Relationship**: Any commercial relationship with a series exceeding $10,000 in annual value, consulting or advisory relationship with a series, position with a series, ownership interest in a vendor to any series, financial obligation between a Director and any series, or joint venture or partnership interest with any series, as more particularly described in Section 7.4.1.
23. **Immediate Family Members**: A person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law.
24. **Profit Interest**: An interest in the future profits of a series that does not include any capital interest or obligation to contribute capital, as implemented through the three-class system described in Article 5.
#### C. Operational and Technical Terms
25. **Electronic Records**: Digital documentation maintained in electronic format, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee, as more particularly described in Section 3.2.
26. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including but not limited to network infrastructure, software systems, data storage and management, security services, technical support, and infrastructure management, as more particularly described in Schedule A to this Agreement.
27. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group.
28. **The Campus Trading Company** or **TCTC**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group.
29. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by The Campus Trading Company (series) LLC, including but not limited to payment processing, treasury management, financial settlements, banking relationships, cash management, and financial controls, as more particularly described in Schedule B to this Agreement.
#### D. Entity-Specific Terms
30. **Redwood Family Office Group** or **REDWFO**: Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC, the multi-stakeholder family office for Company stakeholders, as more particularly described in Section 4.6.3.2.
31. **Redwood Springs Capital Partners Group** or **RWSCP**: Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC, the exclusive capital raising entity for all series, as more particularly described in Section 3.3.
32. **Wyble Family Office Group** or **WFO Group**: Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC, the private family office LLC of the Company founders, as more particularly described in Section 4.6.3.1.
### Section 2.2 - Interpretation
In this Agreement, unless the context clearly requires otherwise:
1. References to “Articles,” “Sections,” “Subsections,” or “Schedules” are to Articles, Sections, Subsections, or Schedules of this Agreement.
2. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.”
3. The words “herein,” “hereof,” “hereunder,” and similar terms shall refer to this Agreement as a whole and not to any specific section.
4. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender.
5. Headings and captions are for convenience only and shall not affect the interpretation of this Agreement.
6. References to any law, statute, or regulation shall include all amendments, modifications, or replacements of the same in effect at the relevant time.
7. References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, supplemented, or modified from time to time.
8. References to a person or entity shall include its successors and permitted assigns.
9. In the case of any conflict between the provisions of this Agreement and the provisions of any schedule or exhibit, the provisions of this Agreement shall control.
### Section 2.3 - Schedules
The following schedules are attached to and incorporated into this Agreement:
1. Schedule A: Detailed description of IT Services provided by Known Element Enterprises
2. Schedule B: Detailed description of Transaction and Treasury Services provided by The Campus Trading Company
3. Schedule C: Organizational chart of TSYS Group entities
4. Schedule D: List of permanently established series
5. Schedule E: Governance structure diagram
12. **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
- 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