big rework underway
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SourceMaterialToMerge-legacy-proprietary/CorePrinciples.md
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SourceMaterialToMerge-legacy-proprietary/CorePrinciples.md
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# Core Principles for TSYS Group
|
||||
|
||||
- Everything is an HTTP object
|
||||
- file shares are where things go to die
|
||||
- self host all of the things
|
||||
- AGPL all the things
|
||||
- public by default
|
||||
- no copyright assignment ever for FLO projects
|
||||
- use of discourse for all communications
|
||||
- async all the things
|
||||
- fully remote forever
|
||||
- fully distributed forever
|
||||
- long form communication
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You are the partner of a large legal / accounting / consulting firm and have assembled a team with deep expertise in all of the following roles and functional areas:
|
||||
|
||||
|
||||
⁃ Chief Financial Officer
|
||||
- Chief Investment Officer
|
||||
⁃ Chief Operations Officer
|
||||
⁃ Chief Compliance Officer
|
||||
⁃ Chief Information Technology Officer
|
||||
⁃ Chief Information Security Officer
|
||||
⁃ Chief Security Officer
|
||||
- Chief Risk Officer
|
||||
⁃ Chief Legal Officer
|
||||
⁃ board member
|
||||
⁃ penetration tester
|
||||
- Certified Public Accountant
|
||||
- Insurance broker
|
||||
⁃ financial planner
|
||||
⁃ succession planner
|
||||
⁃ personal estate planner
|
||||
⁃ Contract lawyer
|
||||
⁃ Corporate litigation lawyer
|
||||
⁃ private investigator
|
||||
⁃ Patent lawyer
|
||||
⁃ Intellectual property lawyer
|
||||
⁃ Tax lawyer
|
||||
⁃ finance
|
||||
- investment management as a corporate hedge fund
|
||||
- accounting
|
||||
- corporate tax law
|
||||
- contract law
|
||||
- corporate law
|
||||
- Asset protection
|
||||
- profit interests and the tax treatment and advantages thereof (especially 83b elections)
|
||||
⁃ risk management
|
||||
⁃ governance
|
||||
⁃ fundraising
|
||||
⁃ formation
|
||||
⁃ structure
|
||||
⁃ Organizational design
|
||||
⁃ Limited partnership agreements
|
||||
⁃ Venture fund subscription agreements
|
||||
⁃ Venture capital firm formation and operation
|
||||
- Hedge fund firm formation and operation
|
||||
⁃ Cooperative organizations
|
||||
⁃ Affiliated 501c3, 501c4, (super) PAC
|
||||
⁃ personnel selection
|
||||
⁃ Investment offerings
|
||||
⁃ capital raising
|
||||
⁃ Succession planning
|
||||
⁃ Cyber security
|
||||
⁃ Technology operations
|
||||
⁃ Treasury and trading operations
|
||||
⁃ Capital management
|
||||
⁃ Corporate venture capital
|
||||
|
||||
|
||||
Your firm has been jointly engaged and retained by:
|
||||
|
||||
⁃ the family office LLC: Wyble Family Office Group (series) LLC
|
||||
- the internal corporate IT and business systems and services company: Known Element Enterprises (series) LLC
|
||||
- the internal corporate hedge fund: The Campus Trading Company (series) LLC
|
||||
- the internal corporate support and benefit services management LLC: Redwood Family Office Group (series) LLC
|
||||
⁃ the internal corporate capital raising LLC: Redwood Springs Capital Partners Group LLC
|
||||
⁃ The limited partners of Redwood Springs Capital Partners Group (series) LLC
|
||||
⁃ the overall parent company LLC: Turnkey Network Systems LLC
|
||||
⁃ The prospective members of the operational lines of business series of Turnkey Network Systems LLC
|
||||
|
||||
⁃ We accept the operating agreement draft in principle but want it to be as comprehensive as possible (you drafted it for us over the last two weeks and worked with us and our respective advisors and experts to tweak language and capture intent etc).
|
||||
|
||||
Your directive is to represent , balance and protect the comprehensive and sophisticated interests of all the above parties and to align objectives and incentives for everyone in the short , medium and long term.
|
||||
|
||||
|
||||
Here are your detailed instructions:
|
||||
|
||||
⁃ Provide in depth feedback, advice and counsel in all of the above categories as it relates to the operating agreement and any associated documents that will need to be drafted.
|
||||
⁃ Review the document slowly and carefully. Make sure you take your time. We want accuracy over speed. Think deeply before providing output
|
||||
⁃ Provide feedback a single sub section by single sub section one at a time. Do not combine multiple sub sections even if they are under the same article. This is very important.
|
||||
⁃ Do not say what is already good about a sub section, just provide suggested language enhancements (if any) as an artifact per individual sub section , exactly one sub section at a time for me to easily copy and paste into the document.
|
||||
⁃ Please be succinct. Only tell me if any actual edits have been made and prompt me to continue. Otherwise automatically move on to the next section.
|
||||
⁃ It is ok to not have any feedback on a sub section . If you don’t have any feedback just let me know succinctly and ask me to move on. Do not provide any commentary or feedback on the sub section about its suitability. Just say no changes are needed and ask to move on.
|
||||
⁃ Ensure all cross references are correct.
|
||||
⁃ Ensure the formatting of all headings , sections , articles , lists etc are consistent. This is a key legal document. Ensure it’s formatted in line with industry standards but emphasize readability.
|
||||
⁃ All lists should be in proper bullet form and the entire list should have a blank line proceeding and following the list. No blank space between list items.
|
||||
⁃ Don’t be shy with using white space. Readability of this document is paramount. Liberally use bulleted lists , paragraphs, white space etc.
|
||||
⁃ If I respond Y to your prompt to move on, if means I’m saying yes.
|
||||
|
||||
Here are the key requirements for the operating agreement :
|
||||
|
||||
- serve as a detailed and comprehensive parent LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
|
||||
- include a comprehensive definitions section
|
||||
- include standard boilerplate contract provisions.
|
||||
- be fully compliant with current Texas law
|
||||
- Include provisions for over riding every part of the relevant Texas business organizations code to the maximum extent as allowed by law.
|
||||
- State clearly 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 are hereby null and void.
|
||||
- specify that the overall LLC will not have any members except for the Wyble Family Office Group (Cell) (series) LLC - TSYSLLCMemberCo
|
||||
|
||||
|
||||
- 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.
|
||||
- allow for the establishment of regular operational series LLC
|
||||
- allow for the establishment of a subsidary Cell LLC that can contain subsidary series LLC entities governed by/within the Cell
|
||||
- allowing for the establishment of tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series that can only own physical and intellectual property assets and have no operational capability other than entering into a usage agreement with an operating series but are forbidden from entering into an agreement with the company itself or any outside entity
|
||||
- specifying oversight is via multiple Board committees instead of the entire Board
|
||||
- specify that all of the LLC series will be default member managed , with the board providing governance , not management.
|
||||
- The Board and its sub committees will be governed by charters that are separate from the operating agreement, and can be updated independently of the operating agreement and referenced and deferred to from the operating agreement but updates must be approved by series members
|
||||
- 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.
|
||||
- Disallow the creation of capital accounts or the grant of capital interests.
|
||||
- Only allow profits interests to be granted.
|
||||
- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Prepare a Schedule A with a comprehensive list of services and reference https://contract.knownelement.com for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process.
|
||||
- Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Prepare a Schedule B with a comprehensive list of services and reference https://contract.thecampustradingcompany.com for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process .
|
||||
- Allow series to directly receive capital from non dilutive sources such as SBIR, economic development funds (grants).
|
||||
- Specify that all series created under the LLC must use Redwood Springs Capital Partners LLC for any external equity capital raising.
|
||||
- Allow series to directly raise capital from members in exchange for equity.
|
||||
- Allow series to take loans from members , but the loan must come through a Redwood Springs Capital Partners fund.
|
||||
|
||||
|
||||
@ -1,183 +0,0 @@
|
||||
# Operating Agreement Review and Recommendations
|
||||
|
||||
## Overall Structure and Organization
|
||||
|
||||
### Strengths
|
||||
- Comprehensive coverage of key areas
|
||||
- Clear hierarchical structure
|
||||
- Detailed definitions section
|
||||
- Strong emphasis on electronic records and modern technology
|
||||
|
||||
### Recommended Structural Changes
|
||||
1. Add a Table of Contents at the beginning for easier navigation
|
||||
2. Include section cross-references throughout the document
|
||||
3. Add paragraph numbering within sections for precise referencing
|
||||
|
||||
## Specific Recommendations
|
||||
|
||||
### Article 1 - Recitals
|
||||
1. Add effective date in Section 1.1
|
||||
2. Include specific reference to original operating agreement date
|
||||
3. Add transition provisions for implementation timeline
|
||||
|
||||
### Article 2 - Glossary
|
||||
1. Add definitions for:
|
||||
- "TSYS"
|
||||
- "Formation capital activities"
|
||||
- "Subsequent capital activities"
|
||||
- "External capital"
|
||||
- "Capital restructuring"
|
||||
|
||||
2. Clarify definitions:
|
||||
- Expand "Electronic Records" to include blockchain and distributed ledger specifics
|
||||
- Define "material business relationship" in Independent Director criteria
|
||||
- Specify what constitutes "immediate family members"
|
||||
|
||||
### Article 3 - Mandatory Operational Requirements
|
||||
1. Add specific timelines for:
|
||||
- Implementation of electronic records system
|
||||
- Transition to mandatory service providers
|
||||
- Capital requirement compliance
|
||||
|
||||
2. Include provisions for:
|
||||
- Service level agreements with mandatory providers
|
||||
- Dispute resolution process for service issues
|
||||
- Emergency backup procedures
|
||||
- Performance metrics and reporting requirements
|
||||
|
||||
### Article 4 - Series Establishment
|
||||
1. Add more detailed procedures for:
|
||||
- Series application process
|
||||
- Due diligence requirements
|
||||
- Timeline for approval/rejection
|
||||
- Appeal process for rejected applications
|
||||
|
||||
2. Strengthen isolation provisions:
|
||||
- Add specific accounting separation requirements
|
||||
- Include detailed asset segregation procedures
|
||||
- Specify prohibited inter-series transactions
|
||||
|
||||
### Article 5 - Company Restrictions
|
||||
1. Add provisions for:
|
||||
- Annual review of administrative assets
|
||||
- Disposal of excess administrative assets
|
||||
- Reporting requirements for administrative expenses
|
||||
|
||||
### Article 6 - Governance Structure
|
||||
1. Add specific provisions for:
|
||||
- Committee member qualifications
|
||||
- Training requirements
|
||||
- Term limits for committee chairs
|
||||
- Succession planning
|
||||
|
||||
2. Include detailed procedures for:
|
||||
- Committee member removal
|
||||
- Emergency succession
|
||||
- Virtual meeting protocols
|
||||
- Voting procedures
|
||||
|
||||
### Article 8 - Securities Law Matters
|
||||
1. Add specific provisions for:
|
||||
- Regular securities law compliance reviews
|
||||
- Updates to risk disclosures
|
||||
- Member education requirements
|
||||
- Documentation requirements
|
||||
|
||||
### Article 10 - Miscellaneous
|
||||
1. Add sections for:
|
||||
- Insurance requirements
|
||||
- Record retention periods
|
||||
- Disaster recovery
|
||||
- Business continuity planning
|
||||
|
||||
## Critical Gaps to Address
|
||||
|
||||
1. **Technology Risk Management**
|
||||
- Add detailed provisions for technology failure scenarios
|
||||
- Include specific cybersecurity requirements
|
||||
- Define minimum security standards
|
||||
- Specify backup and recovery procedures
|
||||
|
||||
2. **Regulatory Compliance**
|
||||
- Add provisions for regulatory changes
|
||||
- Include compliance monitoring procedures
|
||||
- Define reporting requirements
|
||||
- Specify audit procedures
|
||||
|
||||
3. **Financial Controls**
|
||||
- Add specific internal control requirements
|
||||
- Include detailed accounting procedures
|
||||
- Define financial reporting standards
|
||||
- Specify audit requirements
|
||||
|
||||
4. **Emergency Procedures**
|
||||
- Add provisions for leadership incapacity
|
||||
- Include emergency decision-making procedures
|
||||
- Define crisis management protocols
|
||||
- Specify communication requirements
|
||||
|
||||
## Implementation Recommendations
|
||||
|
||||
1. **Phased Approach**
|
||||
- Phase 1: Electronic records implementation
|
||||
- Phase 2: Service provider transition
|
||||
- Phase 3: Governance structure implementation
|
||||
- Phase 4: Full compliance verification
|
||||
|
||||
2. **Documentation Requirements**
|
||||
- Create implementation guidelines
|
||||
- Develop compliance checklists
|
||||
- Establish verification procedures
|
||||
- Define reporting requirements
|
||||
|
||||
3. **Training Program**
|
||||
- Develop member training materials
|
||||
- Create committee orientation program
|
||||
- Establish ongoing education requirements
|
||||
- Define competency verification procedures
|
||||
|
||||
## Priority Changes
|
||||
|
||||
### Immediate Priority
|
||||
1. Add effective date and transition provisions
|
||||
2. Clarify critical definitions
|
||||
3. Add specific timelines for implementation
|
||||
4. Strengthen isolation provisions
|
||||
|
||||
### Medium Priority
|
||||
1. Enhance governance procedures
|
||||
2. Add detailed technology requirements
|
||||
3. Strengthen compliance provisions
|
||||
4. Develop training requirements
|
||||
|
||||
### Long-term Priority
|
||||
1. Develop comprehensive procedures
|
||||
2. Create detailed guidelines
|
||||
3. Establish monitoring systems
|
||||
4. Implement review processes
|
||||
|
||||
## Additional Considerations
|
||||
|
||||
1. **Future Flexibility**
|
||||
- Add provisions for technology evolution
|
||||
- Include procedure modification process
|
||||
- Define update requirements
|
||||
- Specify review periods
|
||||
|
||||
2. **Risk Management**
|
||||
- Enhance risk assessment procedures
|
||||
- Add mitigation requirements
|
||||
- Include monitoring provisions
|
||||
- Define reporting obligations
|
||||
|
||||
3. **Member Protection**
|
||||
- Strengthen confidentiality provisions
|
||||
- Add intellectual property protection
|
||||
- Include data privacy requirements
|
||||
- Specify member rights protection
|
||||
|
||||
4. **Operational Efficiency**
|
||||
- Add performance metrics
|
||||
- Include efficiency requirements
|
||||
- Define optimization procedures
|
||||
- Specify review processes
|
||||
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@ -1,77 +0,0 @@
|
||||
# Turnkey Network Systems LLC Operating Agreement - 2.0 design document
|
||||
|
||||
This document is meant to capture the:
|
||||
|
||||
- design
|
||||
- architecture
|
||||
- requirements
|
||||
- intent
|
||||
|
||||
for the 2.0 version of the Turnkey Network Systems LLC Operating Agreement and the series established thereunder.
|
||||
|
||||
We have learned quite a bit in our first few years of operation as an LLC of some sophistication.
|
||||
|
||||
## Main company agreement
|
||||
|
||||
### Main company agreement overview
|
||||
|
||||
This document is for the Company, the overall LLC that is registered (as a series LLC) with the Texas secretary of state. It's entire purpose is to be an administrative body for the series. It conducts no business, it enters into no contracts, it can not be dissolved, it has a single member (Turnkey Network Systems LLC - Wyble Family Office (series) LLC) and that member cannot be removed.
|
||||
|
||||
The entire document was written by Claude , using a combination of chats over a period of a few hours. Less than 1% of the document was altered by Charles from Claudes output.
|
||||
|
||||
### Main company agreement requirements
|
||||
|
||||
- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level)
|
||||
- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level)
|
||||
|
||||
- (done) be fully compliant with current Texas law
|
||||
- (done) States 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 are hereby null and void.
|
||||
- (done)specify that the overall LLC will not have any members except for the Wyble Family Office LLC.
|
||||
- (done) Ensure a provision exists in the agreement with standard boilerplate contract provisions.
|
||||
- (done) Include provisions for over riding every part of the relevant Texas business organizations code as allowed by law.
|
||||
- (done) 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.
|
||||
- (done) allow for the establishment of regular series LLC
|
||||
- (done) allow for the establishment of a subsidary Cell LLC that can contain subsidary series LLC entities governed by/within the Cell
|
||||
- (done and will be updated with each revision) include a definitions section
|
||||
- (done) allowing explicitly for the establishment of tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series that only own physical and intellectual property assets and have no operational capability other than entering into a lease with an operating series but are forbidden from entering into an agreement with the company itself or any outside entity
|
||||
- (done) specifying oversight is via multiple Board committees instead of the entire Board
|
||||
- (done) specify that all of the LLC series will be member managed , with the board providing governance , not management.
|
||||
- (done) The sub committee will be governed by a charter that is separate from the operating agreement but referenced in the operating agreement.
|
||||
- (done) 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.
|
||||
- (done) allow all series broad latitude setting their operating terms and agreement
|
||||
- (done) serve as a detailed and comprehensive parent LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
|
||||
- (done) Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations services
|
||||
- (done) Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury operations.
|
||||
|
||||
## Series agreement (template)
|
||||
|
||||
### Series agreement overview
|
||||
|
||||
This is a far more complex document as it's establishing the operating agreement for actual operating entities of a variety of types of ventures.
|
||||
|
||||
### Series agreement requirements
|
||||
|
||||
- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level)
|
||||
- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level)
|
||||
|
||||
- Specify that the series enters into a contract with Known Element Enterprises as the provider of IT and business operations services.
|
||||
- Specify that the series enters into a contract with The Campus Trading Company LLC as the sole provider of treasury/transaction operations services.
|
||||
|
||||
- for an individual series of a parent series LLC company that is member managed and board committee governed and serve as a detailed and comprehensive LLC operating agreement for each of the individual series of that overall 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.
|
||||
- include a definitions section
|
||||
- Include provisions for over riding every part of the relevant Texas business organizations code as allowed by law.
|
||||
- Incorporate all the recommendations from LoneStarLandLaw book
|
||||
- be fully compliant with current Texas law
|
||||
- include standard/customary contract provisions
|
||||
|
||||
- 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.
|
||||
|
||||
- Utilize the fairshares model
|
||||
- granting of profit interests instead of capital interests
|
||||
|
||||
## Establishment of foundational series
|
||||
|
||||
- specify the establishment of an operating series called Wyble Family Office LLC. Wyble Family Office LLC will have one member: Charles Wyble and Patti Wyble Living Trust with 100% distribution. The member can not be removed and no members can be added. Upon the death of Charles Wyble and Patti Wyble the trust only has a finanical interest and no voting rights. While
|
||||
- specify the establishment of an operating series called Known Element Enterprises (series) LLC.
|
||||
- specify the establishment of an operating series called The Campus Trading Company (series) LLC
|
||||
@ -0,0 +1,23 @@
|
||||
## Section 1.1 - Effective Date and Prior Agreement
|
||||
|
||||
This Amended and Restated Operating Agreement (the "Agreement") is made and entered into effective as of [EFFECTIVE DATE] (the "Effective Date"), by and among Turnkey Network Systems LLC, a Texas series limited liability company (the "Company"), and each person who is or who becomes a member of the Company or any of its series (collectively "Members" and individually a "Member").
|
||||
|
||||
This Agreement supersedes and replaces in its entirety that certain Operating Agreement of Turnkey Network Systems LLC dated [ORIGINAL DATE] (the "Prior Agreement") and all amendments thereto. This Agreement further supersedes and replaces in their entirety all previous written and verbal agreements, understandings, and commitments of any kind related to Turnkey Network Systems LLC, Turnkey Network Systems Partnership, Turnkey Network Systems sole proprietorship, and TSYS Group (collectively, the "Prior Entities").
|
||||
|
||||
Upon execution by the Company through its authorized representative(s) and approval by the Members as specified in the Prior Agreement, all provisions of the Prior Agreement shall be null and void and of no further force or effect.
|
||||
|
||||
For clarity, while all rights, obligations, and relationships arising under the Prior Agreement are terminated as legal constructs created by that agreement, the business relationships, series, and membership status previously established shall continue without interruption, but shall hereafter be governed exclusively by the terms of this Agreement, subject to the specific transitional provisions set forth in Section 1.4. This continuity of business operations does not constitute a continuation of the Prior Agreement itself as a legal instrument, which is terminated in its entirety as set forth herein and in Section 1.4.
|
||||
|
||||
### Execution Certification
|
||||
|
||||
By executing this Agreement, each signatory hereby certifies that:
|
||||
|
||||
1. They have thoroughly reviewed this Agreement in its entirety;
|
||||
|
||||
2. They understand and accept all terms, conditions, and provisions contained herein;
|
||||
|
||||
3. They have had the opportunity to consult with independent legal, tax, financial, and other professional advisors of their choosing regarding this Agreement;
|
||||
|
||||
4. They are executing this Agreement voluntarily and with full capacity; and
|
||||
|
||||
5. They acknowledge the legally binding nature of this Agreement upon all parties.
|
||||
@ -0,0 +1,176 @@
|
||||
### Section 1.5 - Securities Law Notice
|
||||
|
||||
### General Securities Disclosures
|
||||
|
||||
THE MEMBERSHIP INTERESTS IN THE COMPANY AND ITS SERIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE TEXAS STATE SECURITIES BOARD, OR ANY OTHER STATE SECURITIES REGULATORY AUTHORITY. THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW, SPECIFICALLY SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE EXEMPTIONS UNDER THE TEXAS SECURITIES ACT AND OTHER STATE "BLUE SKY" LAWS.
|
||||
|
||||
THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
|
||||
|
||||
### Risk Factors and Suitability
|
||||
|
||||
MEMBERSHIP INTERESTS ARE HIGH-RISK, ILLIQUID INVESTMENTS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. MEMBERSHIP INTERESTS MAY ONLY BE OFFERED TO AND ACQUIRED BY PERSONS WHO MEET THE INVESTOR SUITABILITY REQUIREMENTS ESTABLISHED BY THE COMPANY AND SET FORTH IN ARTICLE 5 OF THIS AGREEMENT. SPECIFICALLY, INVESTORS MUST QUALIFY AS "ACCREDITED INVESTORS" AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION FOR ANY REASON AND IS NOT OBLIGATED TO ACCEPT ANY SUBSCRIPTION EVEN IF AN INVESTOR MEETS ALL SUITABILITY REQUIREMENTS.
|
||||
|
||||
THE COMPANY MAY CONDUCT MULTIPLE OFFERINGS OF MEMBERSHIP INTERESTS ACROSS VARIOUS SERIES. THESE OFFERINGS ARE SUBJECT TO INTEGRATION RULES UNDER REGULATION D, WHICH MAY AFFECT THE AVAILABILITY OF EXEMPTIONS FROM REGISTRATION. THE COMPANY HAS STRUCTURED ITS OFFERINGS TO COMPLY WITH THE SAFE HARBORS PROVIDED UNDER RULE 502(A) OF REGULATION D, BUT THERE CAN BE NO ASSURANCE THAT THE SEC OR STATE SECURITIES REGULATORS WILL NOT CHALLENGE THIS DETERMINATION.
|
||||
|
||||
### Investment Risks and Limitations
|
||||
|
||||
EACH INVESTOR MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT. EACH INVESTOR MUST HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THIS INVESTMENT.
|
||||
|
||||
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, ITS SERIES, THIS AGREEMENT, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ITS REPRESENTATIVES AS LEGAL, TAX, OR INVESTMENT ADVICE.
|
||||
|
||||
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR TAX ADVANTAGES WHICH MAY ACCRUE TO THE INVESTORS. NO ASSURANCE CAN BE GIVEN THAT EXISTING TAX LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY, WHICH COULD REDUCE THE ANTICIPATED TAX BENEFITS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY OR ITS SERIES.
|
||||
|
||||
### Information Rights and Disclosure Limitations
|
||||
|
||||
THE COMPANY HAS NO OBLIGATION TO PROVIDE ONGOING INFORMATION ABOUT ITS BUSINESS, OPERATIONS, OR FINANCIAL CONDITION TO INVESTORS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR AS REQUIRED BY LAW. INVESTORS SHOULD NOT EXPECT TO RECEIVE THE SAME LEVEL OF DISCLOSURE PROVIDED BY PUBLICLY TRADED COMPANIES.
|
||||
|
||||
THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING MATERIALS. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION.
|
||||
|
||||
THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING RULE 502(B) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
|
||||
|
||||
### Series-Specific Securities Law Provisions
|
||||
|
||||
INVESTORS ACKNOWLEDGE AND UNDERSTAND THAT:
|
||||
|
||||
* EACH SERIES REPRESENTS A SEPARATE AND DISTINCT SECURITIES OFFERING, EVEN WHEN OFFERED CONCURRENTLY WITH OTHER SERIES;
|
||||
|
||||
* INVESTMENT IN ONE SERIES DOES NOT CONSTITUTE INVESTMENT IN ANY OTHER SERIES, NOR DOES IT GRANT ANY RIGHTS WITH RESPECT TO OTHER SERIES;
|
||||
|
||||
* EACH SERIES MAY HAVE DIFFERENT RIGHTS, OBLIGATIONS, INVESTMENT CRITERIA, RISKS, AND RETURNS, AND INVESTORS MUST EVALUATE EACH SERIES INVESTMENT SEPARATELY;
|
||||
|
||||
* ACCREDITED INVESTOR STATUS MUST BE INDEPENDENTLY VERIFIED FOR EACH SERIES INVESTMENT, UNLESS VERIFICATION FOR MULTIPLE SERIES INVESTMENTS OCCURS WITHIN A 90-DAY PERIOD, IN WHICH CASE A SINGLE VERIFICATION MAY SUFFICE;
|
||||
|
||||
* INVESTMENT LIMITATIONS UNDER SECURITIES LAWS ARE GENERALLY APPLIED SEPARATELY TO EACH SERIES, BUT REGULATORY AUTHORITIES MAY DETERMINE OTHERWISE;
|
||||
|
||||
* THE COMPANY MAY ISSUE ADDITIONAL SERIES IN THE FUTURE WITH DIFFERENT TERMS, RIGHTS, AND INVESTMENT CRITERIA WITHOUT THE CONSENT OF EXISTING SERIES MEMBERS;
|
||||
|
||||
* DISCLOSURES PROVIDED WITH RESPECT TO ANY PARTICULAR SERIES MAY NOT APPLY TO OTHER SERIES, AND INVESTORS SHOULD NOT RELY ON DISCLOSURES FOR ONE SERIES WHEN MAKING INVESTMENT DECISIONS REGARDING ANOTHER SERIES;
|
||||
|
||||
* INVESTMENT RETURNS AND DISTRIBUTIONS FROM ONE SERIES ARE ISOLATED FROM AND HAVE NO IMPACT ON OTHER SERIES;
|
||||
|
||||
* SECURITIES LAW VIOLATIONS WITH RESPECT TO ONE SERIES OFFERING COULD POTENTIALLY IMPACT OTHER SERIES OFFERINGS IF REGULATORY AUTHORITIES DETERMINE THE OFFERINGS SHOULD BE INTEGRATED;
|
||||
|
||||
* SERIES-SPECIFIC OFFERING DOCUMENTATION WILL BE PROVIDED FOR EACH SERIES INVESTMENT OPPORTUNITY AND MUST BE REVIEWED INDEPENDENTLY; AND
|
||||
|
||||
* THE TRANSFER RESTRICTIONS SET FORTH IN THIS AGREEMENT APPLY SEPARATELY TO EACH SERIES, AND RESTRICTIONS OR PERMISSIONS APPLICABLE TO ONE SERIES DO NOT EXTEND TO INTERESTS IN OTHER SERIES.
|
||||
|
||||
### Series Integration Risk Factors
|
||||
|
||||
DESPITE THE COMPANY'S INTENTION TO MAINTAIN SEPARATE SECURITIES OFFERINGS FOR EACH SERIES, SECURITIES REGULATORS MAY TAKE THE POSITION THAT SOME OR ALL SERIES OFFERINGS SHOULD BE INTEGRATED FOR SECURITIES LAW COMPLIANCE PURPOSES. SUCH INTEGRATION COULD RESULT IN:
|
||||
|
||||
* RETROACTIVE APPLICATION OF MORE STRINGENT DISCLOSURE REQUIREMENTS;
|
||||
|
||||
* LOSS OF SECURITIES LAW EXEMPTIONS FOR CERTAIN OFFERINGS;
|
||||
|
||||
* MANDATORY RESCISSION RIGHTS FOR INVESTORS;
|
||||
|
||||
* REGULATORY ENFORCEMENT ACTIONS; AND/OR
|
||||
|
||||
* POTENTIAL LIABILITY FOR THE COMPANY AND ITS MANAGEMENT.
|
||||
|
||||
THE COMPANY HAS IMPLEMENTED PROCEDURES TO MINIMIZE THESE RISKS, INCLUDING:
|
||||
|
||||
* MAINTAINING SEPARATE OFFERING DOCUMENTATION FOR EACH SERIES;
|
||||
|
||||
* ENSURING EACH SERIES HAS A DISTINCT BUSINESS PURPOSE AND INVESTMENT CRITERIA;
|
||||
|
||||
* OBSERVING APPROPRIATE TEMPORAL SEPARATION BETWEEN CERTAIN OFFERINGS;
|
||||
|
||||
* MAINTAINING SEPARATE ACCREDITED INVESTOR VERIFICATION RECORDS FOR EACH SERIES; AND
|
||||
|
||||
* STRUCTURING SERIES OFFERINGS TO QUALIFY FOR SEPARATE EXEMPTIONS UNDER SECURITIES LAWS.
|
||||
|
||||
THE COMPANY MAY IMPLEMENT ADDITIONAL SAFEGUARDS AGAINST INTEGRATION RISK AS NECESSARY, INCLUDING MAINTAINING SEPARATE MARKETING CHANNELS, USING DIFFERENT OFFERING PLATFORMS, AND CONDUCTING DETAILED ANALYSES OF EACH OFFERING'S INDEPENDENCE FOR SECURITIES LAW PURPOSES.
|
||||
|
||||
### Series-Specific Disclosure Requirements
|
||||
|
||||
EACH SERIES OFFERING WILL BE ACCOMPANIED BY:
|
||||
|
||||
* SERIES-SPECIFIC RISK FACTORS DETAILING UNIQUE RISKS ASSOCIATED WITH THAT PARTICULAR SERIES BUSINESS MODEL AND OPERATIONS;
|
||||
|
||||
* SERIES-SPECIFIC FINANCIAL PROJECTIONS AND CAPITAL REQUIREMENTS;
|
||||
|
||||
* SERIES-SPECIFIC USE OF PROCEEDS DISCLOSURE;
|
||||
|
||||
* SERIES-SPECIFIC MANAGEMENT INFORMATION AND EXPERIENCE;
|
||||
|
||||
* SERIES-SPECIFIC CONFLICTS OF INTEREST DISCLOSURE; AND
|
||||
|
||||
* SERIES-SPECIFIC INFORMATION REGARDING DISTRIBUTIONS AND EXIT STRATEGIES.
|
||||
|
||||
INVESTORS MUST REVIEW ALL SERIES-SPECIFIC DISCLOSURE MATERIALS BEFORE INVESTING IN ANY SERIES.
|
||||
|
||||
### Accredited Investor Verification
|
||||
|
||||
THE COMPANY IS RELYING ON RULE 506(C) OF REGULATION D, WHICH PERMITS GENERAL SOLICITATION BUT REQUIRES THE COMPANY TO TAKE REASONABLE STEPS TO VERIFY THAT ALL INVESTORS ARE ACCREDITED INVESTORS. ACCORDINGLY, ALL PROSPECTIVE INVESTORS MUST SATISFY THE COMPANY'S VERIFICATION REQUIREMENTS, WHICH MAY INCLUDE ONE OR MORE OF THE FOLLOWING:
|
||||
|
||||
1. REVIEW OF FINANCIAL DOCUMENTATION: EACH INVESTOR MAY BE REQUIRED TO PROVIDE DOCUMENTATION VERIFYING INCOME OR NET WORTH, WHICH MAY INCLUDE:
|
||||
|
||||
* WITH RESPECT TO INCOME: IRS FORMS THAT REPORT INCOME FOR THE TWO MOST RECENT YEARS (INCLUDING, BUT NOT LIMITED TO, FORM W-2, FORM 1099, SCHEDULE K-1, AND FILED FORM 1040) AND A WRITTEN REPRESENTATION THAT THE INVESTOR REASONABLY EXPECTS TO REACH THE REQUIRED INCOME LEVEL IN THE CURRENT YEAR; OR
|
||||
|
||||
* WITH RESPECT TO NET WORTH: BANK STATEMENTS, BROKERAGE STATEMENTS, TAX ASSESSMENTS, APPRAISAL REPORTS, CREDIT REPORTS, AND OTHER STATEMENTS OF ASSETS AND LIABILITIES, TOGETHER WITH A WRITTEN REPRESENTATION THAT ALL LIABILITIES NECESSARY TO DETERMINE NET WORTH HAVE BEEN DISCLOSED.
|
||||
|
||||
2. THIRD-PARTY VERIFICATION: WRITTEN CONFIRMATION FROM A REGISTERED BROKER-DEALER, REGISTERED INVESTMENT ADVISER, LICENSED ATTORNEY, OR CERTIFIED PUBLIC ACCOUNTANT THAT SUCH PERSON OR ENTITY HAS TAKEN REASONABLE STEPS TO VERIFY THAT THE INVESTOR IS AN ACCREDITED INVESTOR WITHIN THE PRIOR THREE MONTHS.
|
||||
|
||||
3. EXISTING INVESTOR VERIFICATION: FOR EXISTING INVESTORS WHO INVESTED IN A RULE 506(B) OFFERING AS ACCREDITED INVESTORS PRIOR TO SEPTEMBER 23, 2013, A CERTIFICATION AT THE TIME OF SALE THAT THEY CONTINUE TO QUALIFY AS ACCREDITED INVESTORS.
|
||||
|
||||
4. ALTERNATIVE VERIFICATION METHODS: ANY OTHER REASONABLE VERIFICATION METHODS THAT THE COMPANY DETERMINES TO BE APPROPRIATE BASED ON THE PARTICULAR FACTS AND CIRCUMSTANCES OF EACH INVESTOR AND TRANSACTION, CONSISTENT WITH THE PRINCIPLES-BASED APPROACH OF RULE 506(C).
|
||||
|
||||
THE COMPANY SHALL MAINTAIN DETAILED WRITTEN DOCUMENTATION OF THE VERIFICATION METHODS USED FOR EACH INVESTOR, THE INFORMATION REVIEWED, THE DETERMINATION MADE, AND THE BASIS FOR SUCH DETERMINATION. THIS DOCUMENTATION SHALL BE MAINTAINED IN THE ELECTRONIC RECORDS SYSTEM AS SPECIFIED IN SECTION 3.2.
|
||||
|
||||
### Verification Process and Rejection Rights
|
||||
|
||||
THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION IF IT DETERMINES, IN ITS SOLE DISCRETION, THAT THE VERIFICATION PROCEDURES DO NOT ESTABLISH THAT THE INVESTOR QUALIFIES AS AN ACCREDITED INVESTOR OR FOR ANY OTHER REASON.
|
||||
|
||||
ANY INFORMATION PROVIDED BY INVESTORS AS PART OF THE VERIFICATION PROCESS WILL BE TREATED AS CONFIDENTIAL AND WILL BE COLLECTED, USED, AND DISCLOSED IN ACCORDANCE WITH THE COMPANY'S PRIVACY POLICY, A COPY OF WHICH IS AVAILABLE UPON REQUEST.
|
||||
|
||||
FAILURE TO PROVIDE REQUESTED VERIFICATION DOCUMENTATION IN A TIMELY MANNER MAY RESULT IN REJECTION OF A SUBSCRIPTION.
|
||||
|
||||
### Continuing Compliance Requirements
|
||||
|
||||
EACH INVESTOR ACKNOWLEDGES THAT:
|
||||
|
||||
* THEY MUST IMMEDIATELY NOTIFY THE COMPANY OF ANY CHANGE IN THEIR ACCREDITED INVESTOR STATUS;
|
||||
|
||||
* THEY MUST PERIODICALLY RECERTIFY THEIR ACCREDITED INVESTOR STATUS AS REQUESTED BY THE COMPANY, WHICH SHALL OCCUR AT LEAST ONCE EVERY 24 MONTHS;
|
||||
|
||||
* THEY MUST PROVIDE UPDATED VERIFICATION DOCUMENTATION FOR EACH RECERTIFICATION;
|
||||
|
||||
* THE COMPANY MAY REQUIRE UPDATED VERIFICATION DOCUMENTATION FOR SUBSEQUENT INVESTMENTS; AND
|
||||
|
||||
* FAILURE TO MAINTAIN ACCREDITED INVESTOR STATUS MAY LIMIT THEIR ABILITY TO MAKE ADDITIONAL INVESTMENTS AND MAY AFFECT THEIR RIGHTS UNDER THIS AGREEMENT.
|
||||
|
||||
THE COMPANY SHALL ESTABLISH AND MAINTAIN A COMPLIANCE CALENDAR TO TRACK VERIFICATION DEADLINES AND WILL PROVIDE INVESTORS WITH AT LEAST 30 DAYS' ADVANCE NOTICE OF UPCOMING RECERTIFICATION REQUIREMENTS.
|
||||
|
||||
### Anti-Money Laundering Compliance
|
||||
|
||||
THE INVESTOR SHOULD CHECK THE OFFICE OF FOREIGN ASSETS CONTROL (OFAC) WEBSITE AT <https://www.treasury.gov/resource-center/sanctions/sdn-list/pages/default.aspx> BEFORE MAKING THE FOLLOWING REPRESENTATION: THE INVESTOR REPRESENTS THAT AMOUNTS INVESTED BY IT IN THIS OFFERING WERE NOT AND ARE NOT DIRECTLY OR INDIRECTLY DERIVED FROM ANY ACTIVITIES THAT CONTRAVENE FEDERAL, STATE OR INTERNATIONAL LAWS AND REGULATIONS, INCLUDING ANTI-MONEY LAUNDERING AND TERRORIST FINANCING LAWS AND REGULATIONS. FEDERAL REGULATIONS AND EXECUTIVE ORDERS ADMINISTERED BY OFAC PROHIBIT, AMONG OTHER THINGS, THE ENGAGEMENT IN TRANSACTIONS WITH, AND THE PROVISION OF SERVICES TO, CERTAIN FOREIGN COUNTRIES, TERRITORIES, ENTITIES, AND INDIVIDUALS.
|
||||
|
||||
EACH INVESTOR MUST ALSO COMPLY WITH THE FINANCIAL CRIMES ENFORCEMENT NETWORK (FINCEN) CUSTOMER DUE DILIGENCE REQUIREMENTS FOR FINANCIAL INSTITUTIONS AND MUST PROVIDE BENEFICIAL OWNERSHIP INFORMATION WHEN APPLICABLE.
|
||||
|
||||
THE COMPANY HAS IMPLEMENTED A COMPREHENSIVE ANTI-MONEY LAUNDERING (AML) COMPLIANCE PROGRAM THAT INCLUDES:
|
||||
|
||||
* CUSTOMER IDENTIFICATION PROCEDURES
|
||||
* RISK-BASED DUE DILIGENCE
|
||||
* ONGOING MONITORING FOR SUSPICIOUS ACTIVITIES
|
||||
* INTERNAL CONTROLS AND INDEPENDENT TESTING
|
||||
* TRAINING FOR RELEVANT PERSONNEL
|
||||
* DESIGNATION OF AN AML COMPLIANCE OFFICER
|
||||
|
||||
THE COMPANY RESERVES THE RIGHT TO REQUEST ADDITIONAL INFORMATION FROM INVESTORS AT ANY TIME TO ENSURE COMPLIANCE WITH AML REQUIREMENTS.
|
||||
|
||||
### State Securities Law Compliance
|
||||
|
||||
IN ADDITION TO FEDERAL SECURITIES LAW REQUIREMENTS, THIS OFFERING MUST COMPLY WITH THE SECURITIES LAWS OF EACH STATE WHERE OFFERS AND SALES OCCUR. CERTAIN STATES MAY IMPOSE ADDITIONAL SUITABILITY STANDARDS OR OTHER REQUIREMENTS. THE COMPANY HAS STRUCTURED THIS OFFERING TO COMPLY WITH APPLICABLE STATE EXEMPTIONS, BUT EACH INVESTOR SHOULD CONSULT THEIR OWN LEGAL COUNSEL REGARDING COMPLIANCE WITH THE SECURITIES LAWS OF THEIR STATE OF RESIDENCE.
|
||||
|
||||
THE COMPANY WILL FILE ALL REQUIRED NOTICE FILINGS AND PAY ALL REQUIRED FEES IN STATES WHERE INVESTORS RESIDE, AS REQUIRED BY APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY LIMIT OFFERINGS TO RESIDENTS OF CERTAIN STATES BASED ON THE AVAILABILITY OF EXEMPTIONS AND COMPLIANCE REQUIREMENTS.
|
||||
|
||||
### Electronic Delivery and Signature Consent
|
||||
|
||||
BY INVESTING IN THE COMPANY OR ANY SERIES, EACH INVESTOR CONSENTS TO ELECTRONIC DELIVERY OF ALL DOCUMENTS, NOTICES, AND COMMUNICATIONS RELATED TO THEIR INVESTMENT, AND AGREES THAT ELECTRONIC SIGNATURES AND RECORDS SHALL HAVE THE SAME LEGAL EFFECT AS PHYSICAL SIGNATURES AND RECORDS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
|
||||
|
||||
ELECTRONIC DELIVERY MAY INCLUDE EMAIL DELIVERY OR POSTING DOCUMENTS TO A PASSWORD-PROTECTED WEBSITE. INVESTORS WILL BE NOTIFIED VIA EMAIL WHEN DOCUMENTS ARE POSTED TO THE WEBSITE AND WILL BE PROVIDED WITH ACCESS INSTRUCTIONS. INVESTORS MAY REVOKE THEIR CONSENT TO ELECTRONIC DELIVERY AT ANY TIME BY PROVIDING WRITTEN NOTICE TO THE COMPANY, IN WHICH CASE PAPER COPIES OF DOCUMENTS WILL BE PROVIDED. HOWEVER, THE COMPANY RESERVES THE RIGHT TO CHARGE REASONABLE FEES FOR PAPER DELIVERY.
|
||||
|
||||
### Integration Risk Disclosure
|
||||
|
||||
INVESTORS SHOULD BE AWARE THAT THE COMPANY MAY ENGAGE IN MULTIPLE OFFERINGS ACROSS DIFFERENT SERIES THAT COULD BE DEEMED INTEGRATED FOR SECURITIES LAW PURPOSES. WHILE THE COMPANY HAS STRUCTURED ITS OFFERINGS TO AVOID INTEGRATION, IF OFFERINGS WERE DEEMED INTEGRATED, THE EXEMPTIONS RELIED UPON MAY BE UNAVAILABLE, POTENTIALLY RESULTING IN VIOLATIONS OF SECURITIES LAWS AND POTENTIAL RESCISSION RIGHTS FOR INVESTORS. THE COMPANY HAS IMPLEMENTED PROCEDURES TO MINIMIZE THIS RISK, INCLUDING MAINTAINING SEPARATE OFFERING DOCUMENTATION, ENSURING OFFERINGS HAVE DISTINCT PURPOSES, AND OBSERVING MINIMUM TIME PERIODS BETWEEN OFFERINGS WHERE APPROPRIATE.
|
||||
@ -0,0 +1,151 @@
|
||||
## Section 2.1 - Defined Terms
|
||||
|
||||
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.
|
||||
|
||||
#### A. Corporate Structure and Governance Terms
|
||||
|
||||
1. **Agreement**: This Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time.
|
||||
|
||||
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. **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. **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.
|
||||
|
||||
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.
|
||||
|
||||
8. **Effective Date**: The date on which this Agreement becomes effective, as set forth in Section 1.1.
|
||||
|
||||
9. **Execution Date**: The date on which this Agreement is executed by the Company through its authorized representative(s).
|
||||
|
||||
10. **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.
|
||||
|
||||
11. **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.
|
||||
|
||||
12. **Meeting**: Any duly called assembly of members, directors, or committee members, whether conducted in person, virtually, or through a hybrid approach, for the purpose of conducting Company business.
|
||||
|
||||
13. **Operating Series**: A series of the Company that actively conducts business operations, as distinguished from asset-holding series or Cell series.
|
||||
|
||||
14. **Primary Circle**: A governance circle directly connected to the General Circle, as more particularly described in Section 7.9.2.
|
||||
|
||||
15. **Remote Participation**: Participation in any Meeting through electronic means such as video conferencing, teleconferencing, or other digital communication platforms that allow for real-time interaction.
|
||||
|
||||
16. **Schedule**: Any of the lettered attachments to this Agreement (Schedule A through Schedule H) which contain additional details, specifications, or procedures referenced in the main body of this Agreement.
|
||||
|
||||
17. **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.
|
||||
|
||||
18. **Series Member**: A person or entity holding a membership interest in a specific series.
|
||||
|
||||
19. **Series Operating Agreement**: The governing document for a specific series that details the rights, responsibilities, and relationships among the series members, the series, and the Company, adopted in accordance with Section 4.1.2.
|
||||
|
||||
20. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3.
|
||||
|
||||
21. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1.
|
||||
|
||||
22. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board.
|
||||
|
||||
23. **Technology Oversight Committee**: The committee of the Board responsible for oversight of all technology services, systems, and infrastructure used by the Company and its series.
|
||||
|
||||
24. **Sociocratic Governance**: A governance method that uses consent-based decision-making, circles, double-linking, and elections by consent to distribute leadership and ensure effective organizational management, as more particularly described in Section 7.8.
|
||||
|
||||
25. **Circle**: A semi-autonomous, self-organizing team with a defined domain of authority and responsibility within the sociocratic governance structure, as more particularly described in Section 7.9.
|
||||
|
||||
#### B. Membership and Economic Terms
|
||||
|
||||
26. **Accredited Investor**: An investor who meets the definition of "accredited investor" set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
|
||||
|
||||
27. **Capital Contribution**: Any contribution of property or services made by or on behalf of a Member to the Company or a series. As provided in this Agreement, the Company and its series do not accept capital contributions that establish capital accounts, but may accept services, property, or other valuable consideration in exchange for issuance of Profit Interests.
|
||||
|
||||
28. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2.
|
||||
|
||||
29. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3.
|
||||
|
||||
30. **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.
|
||||
|
||||
31. **Distribution**: Any transfer of cash or other property from a series to a Series Member in respect of the Member's membership interest.
|
||||
|
||||
32. **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 and any person (other than a tenant or employee) sharing the household of such person.
|
||||
|
||||
33. **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.
|
||||
|
||||
34. **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.
|
||||
|
||||
35. **Member**: A person or entity who holds a membership interest in a series and who has been admitted to the series in accordance with the applicable Series Operating Agreement.
|
||||
|
||||
36. **Membership Interest**: A Member's rights in a series, including economic rights, voting rights (if any), and rights to information.
|
||||
|
||||
37. **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.
|
||||
|
||||
38. **Securities Act**: The Securities Act of 1933, as amended.
|
||||
|
||||
39. **Transfer**: Any direct or indirect sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition.
|
||||
|
||||
40. **Treasury Regulations**: The regulations promulgated by the United States Department of the Treasury under the Internal Revenue Code, as amended from time to time.
|
||||
|
||||
41. **Fair Value**: The price at which a membership interest would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of relevant facts, as determined in accordance with the valuation procedures set forth in the applicable Series Operating Agreement.
|
||||
|
||||
42. **Book Value**: The value of a series' assets less its liabilities as shown on its books of account, determined in accordance with generally accepted accounting principles consistently applied.
|
||||
|
||||
#### C. Operational and Technical Terms
|
||||
|
||||
43. **Business Day**: Any day other than a Saturday, Sunday, or a day on which commercial banks in Austin, Texas are authorized or required by law to close.
|
||||
|
||||
44. **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.
|
||||
|
||||
45. **Fiscal Year**: The Company's fiscal year, which shall be the calendar year unless otherwise determined by the Board.
|
||||
|
||||
46. **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.
|
||||
|
||||
47. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group.
|
||||
|
||||
48. **SLA** or **Service Level Agreement**: A documented agreement between a service provider and a customer that defines the expected level of service, performance metrics, and responsibilities.
|
||||
|
||||
49. **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.
|
||||
|
||||
50. **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.
|
||||
|
||||
51. **Cybersecurity**: The practice of protecting systems, networks, and programs from digital attacks, unauthorized access, and data breaches through the implementation of technological solutions, policies, and procedures.
|
||||
|
||||
52. **Data Protection**: Safeguarding important information from corruption, compromise, or loss through the implementation of backup systems, access controls, encryption, and other security measures.
|
||||
|
||||
53. **Disaster Recovery Plan**: A documented process for recovering and protecting IT infrastructure in the event of a disaster, as required to be maintained by each service provider under Section 3.1.3(3).
|
||||
|
||||
#### D. Entity-Specific Terms
|
||||
|
||||
54. **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.
|
||||
|
||||
55. **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.
|
||||
|
||||
56. **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.
|
||||
|
||||
57. **Cell Board**: The governing body of a Cell Series, established in accordance with the applicable Cell Series Operating Agreement.
|
||||
|
||||
58. **ManagementCo**: A series established within a Cell Series specifically for management and operation of the Cell Series, as identified in Section 4.6.1.
|
||||
|
||||
59. **ReachableCEOEnterprises**: Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ReachableCEOEnterprises (series) LLC, as identified in Section 4.6.1.
|
||||
|
||||
#### E. Legal and Compliance Terms
|
||||
|
||||
60. **Certificate of Formation**: The Certificate of Formation of the Company filed with the Texas Secretary of State on [INSERT DATE], as amended from time to time.
|
||||
|
||||
61. **Indemnified Person**: A person entitled to indemnification under Section 10.7.
|
||||
|
||||
62. **TBOC**: The Texas Business Organizations Code, as amended from time to time.
|
||||
|
||||
63. **Tax Matters Representative**: The person designated to represent the Company or a series in tax matters, as described in the applicable Series Operating Agreement.
|
||||
|
||||
64. **Compliance Program**: The set of policies, procedures, and controls implemented by the Company to ensure adherence to applicable laws, regulations, and internal standards.
|
||||
|
||||
65. **Fiduciary Duty**: The legal obligation of one party to act in the best interest of another, particularly applicable to the duties of loyalty and care owed by directors, officers, and managers to the Company and its series.
|
||||
|
||||
66. **Regulatory Filing**: Any document or information required to be submitted to a governmental authority to comply with applicable laws or regulations.
|
||||
|
||||
67. **Risk Management Framework**: The structured approach to identifying, assessing, and prioritizing risks to the Company and its series, and the coordinated application of resources to minimize, monitor, and control the probability or impact of adverse events.
|
||||
File diff suppressed because it is too large
Load Diff
@ -0,0 +1,457 @@
|
||||
### Section 4.1 - Series Creation
|
||||
|
||||
#### 4.1.1 - Series Establishment Requirements
|
||||
|
||||
1. **Authorization Requirements**: New series may be established only upon:
|
||||
|
||||
* Submission of a formal series establishment proposal to the Company Committee
|
||||
|
||||
* Approval by a majority vote of the Company Committee
|
||||
|
||||
* Filing of required notices with the Texas Secretary of State
|
||||
|
||||
* Execution of a series operating agreement
|
||||
|
||||
* Compliance with all requirements set forth in this Section 4.1
|
||||
|
||||
* Completion of a pre-establishment compliance review by the Compliance and Ethics Committee
|
||||
|
||||
* Verification that the proposed series will not create conflicts with existing series
|
||||
|
||||
* Confirmation of available resources to support the new series
|
||||
|
||||
* Certification that the series will comply with all mandatory service provider requirements
|
||||
|
||||
* Completion of required regulatory filings in all applicable jurisdictions
|
||||
|
||||
2. **Series Establishment Proposal**: Any proposal for establishing a new series must include:
|
||||
|
||||
* Proposed business purpose and scope of operations
|
||||
|
||||
* Three-year business plan with financial projections
|
||||
|
||||
* Management structure and key personnel
|
||||
|
||||
* Initial members and proposed membership interests
|
||||
|
||||
* Draft series operating agreement
|
||||
|
||||
* Risk assessment and mitigation strategy
|
||||
|
||||
* Compliance plan for all mandatory requirements
|
||||
|
||||
* Integration strategy with existing TSYS Group entities
|
||||
|
||||
* Detailed financial model with capitalization requirements
|
||||
|
||||
* Market analysis and competitive landscape assessment
|
||||
|
||||
* Exit strategy or long-term sustainability plan
|
||||
|
||||
* Technology requirements and integration plan
|
||||
|
||||
* Regulatory analysis and compliance strategy
|
||||
|
||||
* Intellectual property strategy
|
||||
|
||||
* Staffing plan and organizational structure
|
||||
|
||||
* Service provider integration plan
|
||||
|
||||
* Capital raising strategy and timeline
|
||||
|
||||
* Performance metrics and success criteria
|
||||
|
||||
* Governance structure and decision-making framework
|
||||
|
||||
* Potential risks and mitigation strategies
|
||||
|
||||
* Environmental, Social, and Governance (ESG) considerations
|
||||
|
||||
3. **Series Documentation Requirements**: Each series must maintain:
|
||||
|
||||
* A series operating agreement executed by all initial members and the Company Committee
|
||||
|
||||
* A certificate of series filing with the Texas Secretary of State
|
||||
|
||||
* A unique federal Employer Identification Number (EIN)
|
||||
|
||||
* Separate books and records as required by Section 3.2
|
||||
|
||||
* All registrations, licenses, and permits required for its business operations
|
||||
|
||||
* Compliance documentation for securities law requirements
|
||||
|
||||
* Insurance coverage appropriate to the series' activities
|
||||
|
||||
* Service level agreements with mandatory service providers
|
||||
|
||||
* Business continuity and disaster recovery plans
|
||||
|
||||
* Cybersecurity and data protection policies
|
||||
|
||||
* Conflict of interest policies and disclosures
|
||||
|
||||
* Code of ethics and conduct
|
||||
|
||||
* Risk management framework and controls
|
||||
|
||||
* Personnel policies and procedures
|
||||
|
||||
* Tax compliance documentation
|
||||
|
||||
* Banking and financial account documentation
|
||||
|
||||
4. **Approval Process Timeline**:
|
||||
|
||||
* The Company Committee shall review series establishment proposals within 45 days of submission
|
||||
|
||||
* Requestors shall receive written notification of approval or denial within 15 days of the Committee's decision
|
||||
|
||||
* If denied, the notification shall include the specific reasons for denial and any remedial actions that could be taken
|
||||
|
||||
* Approved series must complete all required documentation within 90 days of approval
|
||||
|
||||
* The series must commence operations within 180 days of approval unless an extension is granted
|
||||
|
||||
* The Company Committee may approve proposals conditionally, subject to specific modifications or additional requirements
|
||||
|
||||
* Appeals of denied proposals may be submitted to the Board within 30 days of denial
|
||||
|
||||
* The Board shall review appeals within 60 days and its decision shall be final
|
||||
|
||||
5. **Post-Approval Requirements**:
|
||||
|
||||
* New series shall undergo a 90-day implementation review
|
||||
|
||||
* Quarterly performance reviews shall be conducted for the first year of operations
|
||||
|
||||
* Annual compliance certification shall be required
|
||||
|
||||
* Implementation of all required policies and procedures within 60 days of establishment
|
||||
|
||||
* Completion of all required training for series personnel
|
||||
|
||||
* Integration with service providers within timeframes specified in the approval
|
||||
|
||||
* Submission of quarterly progress reports against business plan for the first year
|
||||
|
||||
* Participation in Company orientation programs
|
||||
|
||||
#### 4.1.2 - Series Operating Agreement Requirements
|
||||
|
||||
1. **Required Elements**: Each series operating agreement shall include provisions addressing:
|
||||
|
||||
* Business purpose and operational scope
|
||||
|
||||
* Membership structure and classes
|
||||
|
||||
* Profit interest allocation and distribution
|
||||
|
||||
* Governance structure and decision-making processes
|
||||
|
||||
* Management rights and responsibilities
|
||||
|
||||
* Transfer restrictions
|
||||
|
||||
* Dispute resolution procedures
|
||||
|
||||
* Term and dissolution provisions
|
||||
|
||||
* Compliance with all mandatory Company requirements
|
||||
|
||||
* Capital call provisions and procedures
|
||||
|
||||
* Valuation methodologies
|
||||
|
||||
* Information rights
|
||||
|
||||
* Non-competition and confidentiality provisions
|
||||
|
||||
* Required adherence to Company policies
|
||||
|
||||
* Indemnification provisions
|
||||
|
||||
* Insurance requirements
|
||||
|
||||
* Intellectual property rights and protections
|
||||
|
||||
* Amendment procedures
|
||||
|
||||
* Tax matters and allocations
|
||||
|
||||
* Regulatory compliance commitments
|
||||
|
||||
* Record-keeping requirements
|
||||
|
||||
* Reporting obligations to the Company
|
||||
|
||||
* Service provider relationships
|
||||
|
||||
* Member withdrawal and removal provisions
|
||||
|
||||
* Capital account treatment (consistent with profit interest structure)
|
||||
|
||||
* Succession planning requirements
|
||||
|
||||
* Risk management framework
|
||||
|
||||
* Ethics and conduct standards
|
||||
|
||||
2. **Series Operating Agreement Flexibility**: Within the parameters established by this Agreement, series shall have broad latitude to establish:
|
||||
|
||||
* Custom governance structures appropriate to their business needs
|
||||
|
||||
* Specialized profit interest allocation methodologies
|
||||
|
||||
* Unique membership qualifications and admission procedures
|
||||
|
||||
* Industry-specific operational procedures and standards
|
||||
|
||||
* Tailored distribution structures and timing
|
||||
|
||||
* Other provisions specific to their business purposes or investment objectives
|
||||
|
||||
* Specialized committee structures
|
||||
|
||||
* Industry-appropriate risk management frameworks
|
||||
|
||||
* Customized performance metrics and incentives
|
||||
|
||||
* Specific succession planning mechanisms
|
||||
|
||||
* Tailored dispute resolution procedures
|
||||
|
||||
* Industry-specific compliance programs
|
||||
|
||||
* Specialized intellectual property protection strategies
|
||||
|
||||
* Customized member qualification requirements
|
||||
|
||||
* Tailored reporting frameworks for members
|
||||
|
||||
3. **Series Operating Agreement Limitations**: No series operating agreement may:
|
||||
|
||||
* Override or conflict with any provision of this Agreement
|
||||
|
||||
* Alter the required service provider relationships established in Article 3
|
||||
|
||||
* Modify the electronic records requirements established in Section 3.2
|
||||
|
||||
* Change the capital raising requirements established in Section 3.3
|
||||
|
||||
* Eliminate or reduce Company-level compliance measures
|
||||
|
||||
* Violate any securities laws or regulations
|
||||
|
||||
* Attempt to limit the isolation of series as provided in Section 4.2
|
||||
|
||||
* Eliminate fiduciary duties to the extent non-waivable under Texas law
|
||||
|
||||
* Create joint liability among series
|
||||
|
||||
* Establish capital accounts or capital interests
|
||||
|
||||
* Create membership classes other than those specified in Article 5
|
||||
|
||||
* Circumvent the governance structure established in Article 7
|
||||
|
||||
* Modify the dispute resolution procedures in Schedule H
|
||||
|
||||
* Override tax classification provisions
|
||||
|
||||
* Restrict required information access by the Company Committee
|
||||
|
||||
* Establish provisions that would jeopardize securities law exemptions
|
||||
|
||||
* Create membership interests that are inconsistent with the profit interest structure
|
||||
|
||||
* Attempt to opt out of mandatory governance requirements
|
||||
|
||||
* Establish indemnification provisions broader than permitted by law
|
||||
|
||||
* Create any cross-series guarantees or credit support
|
||||
|
||||
4. **Conflict Resolution**: Any provision in a series operating agreement that conflicts with this Agreement shall be void and unenforceable. In case of any ambiguity or dispute regarding potential conflicts, the Company Committee shall have final authority to interpret and resolve such conflicts.
|
||||
|
||||
5. **Standard Template Requirements**: Each series operating agreement shall:
|
||||
|
||||
* Be based on standard templates approved by the Company Committee
|
||||
|
||||
* Maintain consistent formatting and section numbering across all series
|
||||
|
||||
* Include required legal disclosures and notices
|
||||
|
||||
* Be reviewed by legal counsel prior to adoption
|
||||
|
||||
* Be properly executed using the electronic signature system
|
||||
|
||||
* Include all required schedules and exhibits
|
||||
|
||||
* Contain appropriate securities law disclosures
|
||||
|
||||
* Include mandatory risk factor disclosures
|
||||
|
||||
* Incorporate required tax provisions
|
||||
|
||||
* Implement standard governance provisions
|
||||
|
||||
* Contain mandatory service provider provisions
|
||||
|
||||
* Include standard compliance language
|
||||
|
||||
* Incorporate required dispute resolution procedures
|
||||
|
||||
* Maintain consistent definitions aligned with this Agreement
|
||||
|
||||
* Include appropriate cross-references to this Agreement
|
||||
|
||||
6. **Legal Review and Compliance**:
|
||||
|
||||
* Each series operating agreement must undergo legal review by:
|
||||
|
||||
* Company counsel for compliance with this Agreement
|
||||
|
||||
* Securities counsel for compliance with applicable securities laws
|
||||
|
||||
* Tax counsel for proper tax treatment
|
||||
|
||||
* Regulatory counsel if the series operates in regulated industries
|
||||
|
||||
* Written certification of legal review must be maintained in the electronic records system
|
||||
|
||||
* Any non-standard provisions must be specifically identified and approved by the Company Committee
|
||||
|
||||
* Regular compliance reviews must be conducted to ensure continued alignment with changing laws and regulations
|
||||
|
||||
* Annual certification of compliance with this Agreement must be provided
|
||||
|
||||
#### 4.1.3 - Series Amendment Process
|
||||
|
||||
1. **Series Operating Agreement Amendments**: Any series operating agreement may be amended according to its own terms, provided that:
|
||||
|
||||
* The amendment does not create a conflict with this Agreement
|
||||
|
||||
* Notice of the amendment is provided to the Company Committee within 10 business days
|
||||
|
||||
* The amendment is properly documented in the electronic records system
|
||||
|
||||
* The amendment complies with all applicable laws and regulations
|
||||
|
||||
* Material amendments receive legal review prior to adoption
|
||||
|
||||
* The amendment is formally approved according to the procedures in the series operating agreement
|
||||
|
||||
* All series members receive notice of the amendment
|
||||
|
||||
* The amendment is properly executed using the electronic signature system
|
||||
|
||||
* The amendment is implemented consistently with all Company policies
|
||||
|
||||
* The amendment does not materially alter the rights of existing members without their consent
|
||||
|
||||
2. **Series Purpose Modifications**: Any material change to a series' business purpose or operational scope requires:
|
||||
|
||||
* Prior written approval of the Company Committee
|
||||
|
||||
* Amended filings with the Texas Secretary of State if required
|
||||
|
||||
* Compliance with any applicable regulatory requirements
|
||||
|
||||
* Updated business plan and risk assessment
|
||||
|
||||
* Notification to all series members
|
||||
|
||||
* Legal review for continued compliance with securities laws
|
||||
|
||||
* Assessment of tax implications
|
||||
|
||||
* Evaluation of impact on existing contracts and relationships
|
||||
|
||||
* Analysis of potential conflicts with other series
|
||||
|
||||
* Re-evaluation of insurance and risk management needs
|
||||
|
||||
* Potential re-verification of investor qualifications
|
||||
|
||||
* Review of capital raising strategy alignment
|
||||
|
||||
* Assessment of service provider capability alignment
|
||||
|
||||
* Evaluation of governance structure appropriateness
|
||||
|
||||
* Review of required licenses and permits
|
||||
|
||||
3. **Amendment Approval Process**:
|
||||
|
||||
* Proposed amendments must be submitted in writing
|
||||
|
||||
* Required approvals must be documented in the electronic records system
|
||||
|
||||
* Company Committee review shall be completed within 30 days
|
||||
|
||||
* Rejected amendments may be revised and resubmitted
|
||||
|
||||
* Approved amendments become effective upon execution by all required parties
|
||||
|
||||
* Material amendments must be distributed to all members
|
||||
|
||||
* Securities law implications must be evaluated for all amendments
|
||||
|
||||
* Tax implications must be analyzed by qualified tax advisors
|
||||
|
||||
* Regulatory filing requirements must be assessed
|
||||
|
||||
* Implementation plan must be developed for significant amendments
|
||||
|
||||
* Documentation of amendment consideration process must be maintained
|
||||
|
||||
4. **Emergency Amendments**: In case of regulatory changes or other urgent circumstances:
|
||||
|
||||
* The Company Committee may implement temporary amendments
|
||||
|
||||
* Temporary amendments must be ratified within 90 days
|
||||
|
||||
* Series members must be promptly notified of emergency amendments
|
||||
|
||||
* Documentation must include justification for the emergency action
|
||||
|
||||
* The temporary nature of the amendment must be clearly indicated
|
||||
|
||||
* A plan for permanent resolution must be developed
|
||||
|
||||
* Emergency amendments must be specifically identified in the electronic records system
|
||||
|
||||
* Regular amendments must replace emergency amendments within the specified timeframe
|
||||
|
||||
* Emergency amendment authority must be narrowly construed
|
||||
|
||||
* The Board must be notified of all emergency amendments within 5 business days
|
||||
|
||||
5. **Amendment Documentation Requirements**:
|
||||
|
||||
* All amendments must be maintained in the electronic records system
|
||||
|
||||
* Version control must be maintained for all operating agreements
|
||||
|
||||
* Comparison documents showing changes must be created
|
||||
|
||||
* Executive summaries of material changes must be provided to members
|
||||
|
||||
* Approval documentation must be maintained
|
||||
|
||||
* Legal review documentation must be preserved
|
||||
|
||||
* Implementation records must be maintained
|
||||
|
||||
* Member notifications must be documented
|
||||
|
||||
* Regulatory filings must be stored in the electronic records system
|
||||
|
||||
* Tax analysis documentation must be preserved
|
||||
|
||||
* Compliance verification must be documented
|
||||
|
||||
* Record of member votes or consents must be maintained
|
||||
|
||||
* Certification of compliance with amendment procedures must be created
|
||||
@ -0,0 +1,649 @@
|
||||
### Section 4.3 - Series Management Structure
|
||||
|
||||
#### 4.3.1 - Basic Management Framework
|
||||
|
||||
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:
|
||||
|
||||
* 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
|
||||
|
||||
* Develop and implement strategic plans
|
||||
|
||||
* Establish operational policies and procedures
|
||||
|
||||
* Hire and supervise personnel
|
||||
|
||||
* Set compensation structures for series personnel
|
||||
|
||||
* Engage professional advisors and service providers
|
||||
|
||||
* Acquire and dispose of assets
|
||||
|
||||
* Enter into strategic relationships and partnerships
|
||||
|
||||
* Develop intellectual property
|
||||
|
||||
* Establish pricing for products and services
|
||||
|
||||
* Determine capital allocation within the series
|
||||
|
||||
3. **Board Oversight Relationship**: The Board and its committees shall:
|
||||
|
||||
* 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
|
||||
|
||||
iv. Requested by the series members
|
||||
|
||||
v. Necessary to enforce the mandatory requirements of this Agreement
|
||||
|
||||
vi. Required to address systemic risk issues
|
||||
|
||||
vii. Necessary to respond to regulatory inquiries or investigations
|
||||
|
||||
viii. Required to implement crisis management procedures
|
||||
|
||||
ix. Needed to protect the Company's reputation or brand
|
||||
|
||||
x. Authorized under emergency provisions of this Agreement
|
||||
|
||||
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
|
||||
|
||||
* Provide financial performance metrics
|
||||
|
||||
* Submit operational metrics and key performance indicators
|
||||
|
||||
* Document risk management activities
|
||||
|
||||
* Report on compliance matters
|
||||
|
||||
* Provide updates on strategic initiatives
|
||||
|
||||
* Document capital utilization and efficiency
|
||||
|
||||
* Report on personnel matters and organizational development
|
||||
|
||||
* Provide market and competitive analysis
|
||||
|
||||
* Document technological developments and implementations
|
||||
|
||||
* Report on customer satisfaction and retention metrics
|
||||
|
||||
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
|
||||
|
||||
* Business continuity and disaster recovery plans
|
||||
|
||||
* Strategic plans with measurable objectives
|
||||
|
||||
* Annual budgets and financial forecasts
|
||||
|
||||
* Capital allocation plans
|
||||
|
||||
* Compliance documentation for regulatory requirements
|
||||
|
||||
* Key performance indicators and measurement methodologies
|
||||
|
||||
* Personnel policies and procedures
|
||||
|
||||
* Intellectual property management documentation
|
||||
|
||||
* Technology implementation and management plans
|
||||
|
||||
6. **Management Reporting Requirements**:
|
||||
|
||||
* Each series shall provide regular management reporting including:
|
||||
|
||||
* Monthly financial statements
|
||||
|
||||
* Quarterly performance metrics
|
||||
|
||||
* Annual strategic reviews
|
||||
|
||||
* Regular compliance certifications
|
||||
|
||||
* Quarterly risk assessments
|
||||
|
||||
* Material event notifications
|
||||
|
||||
* Personnel changes in key positions
|
||||
|
||||
* Significant contract executions and terminations
|
||||
|
||||
* Capital expenditure tracking
|
||||
|
||||
* Litigation and legal proceedings updates
|
||||
|
||||
* Market condition and competitive landscape assessments
|
||||
|
||||
* Customer acquisition and retention metrics
|
||||
|
||||
* Technology implementation status
|
||||
|
||||
* Innovation and research and development progress
|
||||
|
||||
* Operational efficiency measurements
|
||||
|
||||
#### 4.3.2 - Series Governance Options
|
||||
|
||||
1. **Alternative Governance Structures**: A series operating agreement may establish alternative governance structures, including:
|
||||
|
||||
* 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
|
||||
|
||||
* Committee-based governance structures
|
||||
|
||||
* Advisory board models with specialized expertise
|
||||
|
||||
* Dual-class voting structures
|
||||
|
||||
* Distributed governance models
|
||||
|
||||
* Domain-based leadership structures
|
||||
|
||||
* Project-based management systems
|
||||
|
||||
* Functional organizational structures
|
||||
|
||||
* Matrix management frameworks
|
||||
|
||||
* Agile organizational methods
|
||||
|
||||
2. **Governance Documentation Requirements**: Any series with an alternative governance structure must:
|
||||
|
||||
* 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
|
||||
|
||||
* Document the roles and responsibilities of all governance positions
|
||||
|
||||
* Establish meeting requirements and procedures
|
||||
|
||||
* Define quorum and voting requirements
|
||||
|
||||
* Document committee structures and responsibilities
|
||||
|
||||
* Establish governance review and evaluation procedures
|
||||
|
||||
* Define reporting relationships and information flow
|
||||
|
||||
* Document governance risk management procedures
|
||||
|
||||
* Establish ethics and conduct standards for governance participants
|
||||
|
||||
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
|
||||
|
||||
* Protect series assets and resources
|
||||
|
||||
* Comply with all applicable laws and regulations
|
||||
|
||||
* Maintain appropriate books and records
|
||||
|
||||
* Provide required information to members
|
||||
|
||||
* Exercise oversight appropriate to their role
|
||||
|
||||
* Act within the scope of their authority
|
||||
|
||||
* Seek professional advice when necessary
|
||||
|
||||
* Implement appropriate risk management
|
||||
|
||||
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
|
||||
|
||||
* Transparent decision-making processes
|
||||
|
||||
* Disclosure of potential conflicts of interest
|
||||
|
||||
* Regular governance forums for member participation
|
||||
|
||||
* Documentation of governance metrics and performance
|
||||
|
||||
* Clear criteria for governance decisions
|
||||
|
||||
* Transparent succession planning processes
|
||||
|
||||
* Documented governance risk oversight
|
||||
|
||||
* Published policy development procedures
|
||||
|
||||
* Clear communication of governance changes
|
||||
|
||||
* Regular governance effectiveness assessments
|
||||
|
||||
5. **Governance Risk Management**:
|
||||
|
||||
* Each series shall implement appropriate governance risk management practices including:
|
||||
|
||||
* Regular governance risk assessments
|
||||
|
||||
* Documentation of governance control environment
|
||||
|
||||
* Implementation of governance risk mitigation strategies
|
||||
|
||||
* Clear definition of governance risk tolerance
|
||||
|
||||
* Regular testing of governance controls
|
||||
|
||||
* Documentation of governance risk indicators
|
||||
|
||||
* Procedures for addressing governance failures
|
||||
|
||||
* Regular review of governance effectiveness
|
||||
|
||||
* Governance succession contingency planning
|
||||
|
||||
* Procedures for handling governance disputes
|
||||
|
||||
* Crisis management protocols
|
||||
|
||||
* Documentation of governance decision rationale
|
||||
|
||||
* Internal controls for governance processes
|
||||
|
||||
* Periodic independent review of governance structures
|
||||
|
||||
* Continuous governance improvement processes
|
||||
|
||||
#### 4.3.3 - Series Membership Decisions
|
||||
|
||||
1. **New Member Admission**: The admission of new members to a series requires:
|
||||
|
||||
* 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
|
||||
|
||||
* Execution of required confidentiality agreements
|
||||
|
||||
* Completion of all required documentation
|
||||
|
||||
* Satisfaction of any financial requirements
|
||||
|
||||
* Compliance with any qualification criteria
|
||||
|
||||
* Completion of required training or orientation
|
||||
|
||||
* Agreement to abide by all series policies and procedures
|
||||
|
||||
* Acceptance of fiduciary duties if applicable
|
||||
|
||||
* Compliance with any regulatory requirements
|
||||
|
||||
2. **Member Removal**: Members may be removed from a series only:
|
||||
|
||||
* 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
|
||||
|
||||
* Following due process as specified in the series operating agreement
|
||||
|
||||
* With appropriate confidentiality maintained
|
||||
|
||||
* With documentation of the cause for removal
|
||||
|
||||
* Following any required mediation or dispute resolution procedures
|
||||
|
||||
* In compliance with applicable laws
|
||||
|
||||
* With approval by the required percentage of remaining members
|
||||
|
||||
* Following review by legal counsel if appropriate
|
||||
|
||||
* With notification to the Company Committee
|
||||
|
||||
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
|
||||
|
||||
* Members shall have the right to participate in governance as specified in the series operating agreement
|
||||
|
||||
* Members shall have the right to vote on matters requiring member approval
|
||||
|
||||
* Members shall have the right to receive distributions as specified in the series operating agreement
|
||||
|
||||
* Members shall have the right to transfer their interests subject to applicable restrictions
|
||||
|
||||
* Members shall have the right to participate in major decisions as specified in the series operating agreement
|
||||
|
||||
* Members shall have the right to propose amendments to the series operating agreement
|
||||
|
||||
* Members shall have the right to participate in dissolution decisions
|
||||
|
||||
* Members shall have the right to receive tax information
|
||||
|
||||
* Members shall have appraisal rights as provided by law
|
||||
|
||||
* Members shall have dissenter's rights as provided by law
|
||||
|
||||
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
|
||||
|
||||
* Valuation methodologies shall be consistently applied
|
||||
|
||||
* Valuation shall take into account all relevant factors including:
|
||||
|
||||
* Financial performance and projections
|
||||
|
||||
* Market conditions
|
||||
|
||||
* Comparable transactions
|
||||
|
||||
* Asset values
|
||||
|
||||
* Future prospects
|
||||
|
||||
* Industry-specific metrics
|
||||
|
||||
* Discounts for lack of control or marketability if applicable
|
||||
|
||||
* Intellectual property and intangible assets
|
||||
|
||||
* Liabilities and contingent liabilities
|
||||
|
||||
* Other relevant factors
|
||||
|
||||
5. **Dispute Resolution Between Members**:
|
||||
|
||||
* Member disputes shall be resolved in accordance with:
|
||||
|
||||
* The procedures set forth in the series operating agreement
|
||||
|
||||
* The dispute resolution procedures in Schedule H
|
||||
|
||||
* Applicable law
|
||||
|
||||
* Dispute resolution shall prioritize:
|
||||
|
||||
* Preservation of series operations
|
||||
|
||||
* Protection of series assets
|
||||
|
||||
* Minimization of disruption
|
||||
|
||||
* Maintenance of confidentiality
|
||||
|
||||
* Cost-effective resolution
|
||||
|
||||
* Preservation of business relationships
|
||||
|
||||
* Fair treatment of all parties
|
||||
|
||||
* Adherence to fiduciary duties
|
||||
|
||||
* Compliance with applicable law
|
||||
|
||||
* Appropriate documentation of resolution
|
||||
|
||||
6. **Member Communications and Information Rights**:
|
||||
|
||||
* Series shall establish appropriate member communication protocols including:
|
||||
|
||||
* Regular financial reporting
|
||||
|
||||
* Strategic updates
|
||||
|
||||
* Material event notifications
|
||||
|
||||
* Governance information
|
||||
|
||||
* Tax information
|
||||
|
||||
* Regulatory compliance updates
|
||||
|
||||
* Market condition assessments
|
||||
|
||||
* Competitive position analysis
|
||||
|
||||
* Performance metrics
|
||||
|
||||
* Capital allocation information
|
||||
|
||||
* Risk assessment updates
|
||||
|
||||
* Personnel changes in key positions
|
||||
|
||||
* Technology implementation updates
|
||||
|
||||
* Intellectual property developments
|
||||
|
||||
* Litigation and legal proceedings updates
|
||||
|
||||
#### 4.3.4 - Management Continuity and Succession
|
||||
|
||||
1. **Required Succession Planning**:
|
||||
|
||||
* Each series shall develop and maintain a comprehensive succession plan for:
|
||||
|
||||
* Key management positions
|
||||
|
||||
* Critical operational roles
|
||||
|
||||
* Specialized technical positions
|
||||
|
||||
* Governance roles
|
||||
|
||||
* Succession plans shall include:
|
||||
|
||||
* Identification of critical roles
|
||||
|
||||
* Potential internal and external successors
|
||||
|
||||
* Development needs for potential successors
|
||||
|
||||
* Knowledge transfer procedures
|
||||
|
||||
* Emergency succession provisions
|
||||
|
||||
* Interim leadership arrangements
|
||||
|
||||
* Long-term development strategies
|
||||
|
||||
* Regular review and updating processes
|
||||
|
||||
* Documentation of specialized knowledge
|
||||
|
||||
* Retention strategies for key personnel
|
||||
|
||||
* Cross-training programs
|
||||
|
||||
* Succession timing considerations
|
||||
|
||||
* External recruitment strategies if needed
|
||||
|
||||
* Governance transition procedures
|
||||
|
||||
* Member communication protocols
|
||||
|
||||
2. **Temporary Leadership Provisions**:
|
||||
|
||||
* Series operating agreements shall include provisions for:
|
||||
|
||||
* Temporary leadership in case of emergency
|
||||
|
||||
* Acting management during extended absences
|
||||
|
||||
* Interim governance during transitions
|
||||
|
||||
* Delegation of authority during temporary incapacity
|
||||
|
||||
* Emergency decision-making protocols
|
||||
|
||||
* Definition of triggering events for temporary leadership
|
||||
|
||||
* Term limitations for temporary positions
|
||||
|
||||
* Authority limitations for temporary leaders
|
||||
|
||||
* Return of authority procedures
|
||||
|
||||
* Documentation requirements for temporary leadership
|
||||
|
||||
* Notification requirements for temporary leadership implementation
|
||||
|
||||
* Approval requirements for extended temporary arrangements
|
||||
|
||||
* Performance monitoring during temporary leadership
|
||||
|
||||
* Dispute resolution for contested temporary authority
|
||||
|
||||
* Termination of temporary leadership provisions
|
||||
|
||||
3. **Knowledge Management Requirements**:
|
||||
|
||||
* Each series shall implement appropriate knowledge management practices including:
|
||||
|
||||
* Documentation of critical operational procedures
|
||||
|
||||
* Maintenance of intellectual property records
|
||||
|
||||
* Preservation of key business relationships information
|
||||
|
||||
* Documentation of strategic plans and rationale
|
||||
|
||||
* Preservation of historical decisions and context
|
||||
|
||||
* Maintenance of technical documentation
|
||||
|
||||
* Implementation of knowledge sharing systems
|
||||
|
||||
* Regular knowledge capture processes
|
||||
|
||||
* Cross-training programs for critical functions
|
||||
|
||||
* Mentoring and knowledge transfer programs
|
||||
|
||||
* Documentation of specialized expertise
|
||||
|
||||
* Maintenance of vendor and supplier information
|
||||
|
||||
* Preservation of customer relationship information
|
||||
|
||||
* Documentation of regulatory compliance procedures
|
||||
|
||||
* Maintenance of institutional memory
|
||||
File diff suppressed because it is too large
Load Diff
@ -0,0 +1,33 @@
|
||||
|
||||
|
||||
### Main company agreement requirements
|
||||
|
||||
- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level)
|
||||
- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level)
|
||||
|
||||
|
||||
## Series agreement (template)
|
||||
|
||||
### Series agreement overview
|
||||
|
||||
This is a far more complex document as it's establishing the operating agreement for actual operating entities of a variety of types of ventures.
|
||||
|
||||
### Series agreement requirements
|
||||
|
||||
- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level)
|
||||
- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level)
|
||||
|
||||
- Specify that the series enters into a contract with Known Element Enterprises as the provider of IT and business operations services.
|
||||
- Specify that the series enters into a contract with The Campus Trading Company LLC as the sole provider of treasury/transaction operations services.
|
||||
|
||||
- for an individual series of a parent series LLC company that is member managed and board committee governed and serve as a detailed and comprehensive LLC operating agreement for each of the individual series of that overall 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.
|
||||
- include a definitions section
|
||||
- Include provisions for over riding every part of the relevant Texas business organizations code as allowed by law.
|
||||
- Incorporate all the recommendations from LoneStarLandLaw book
|
||||
- be fully compliant with current Texas law
|
||||
- include standard/customary contract provisions
|
||||
|
||||
|
||||
- Utilize the fairshares model
|
||||
- granting of profit interests instead of capital interests
|
||||
61
src/TXSOS-Registered-NonProfit/FormationPrompt.md
Normal file
61
src/TXSOS-Registered-NonProfit/FormationPrompt.md
Normal file
@ -0,0 +1,61 @@
|
||||
You have the combined expertise of the following roles (all of whom are senior level world class experts in their relevant domains):
|
||||
|
||||
⁃ Treasurer
|
||||
⁃ Financial Director
|
||||
⁃ Operations Director
|
||||
⁃ Compliance Director
|
||||
⁃ Information Technology Director
|
||||
⁃ Information Security Director
|
||||
⁃ Security Director
|
||||
⁃ Legal Director
|
||||
⁃ board member
|
||||
⁃ financial planner
|
||||
⁃ succession planner
|
||||
⁃ General Counsel
|
||||
⁃ outside counsel
|
||||
⁃ Contract lawyer
|
||||
⁃ non profit litigation lawyer
|
||||
⁃ private investigator
|
||||
⁃ penetration tester
|
||||
⁃ Insurance broker
|
||||
⁃ Certified Public Accountant
|
||||
⁃ Tax lawyer
|
||||
|
||||
and you are a world class subject matter expert in the following subjects:
|
||||
|
||||
⁃ finance
|
||||
⁃ accounting
|
||||
⁃ law
|
||||
⁃ risk management
|
||||
⁃ governance
|
||||
⁃ fundraising
|
||||
- compliance
|
||||
⁃ formation
|
||||
⁃ Organizational design
|
||||
⁃ Cooperative organizations
|
||||
⁃ Affiliated 501c3, 501c4, (super) PAC
|
||||
⁃ personnel selection
|
||||
⁃ Succession planning
|
||||
⁃ Cyber security
|
||||
⁃ Technology operations
|
||||
⁃ non profit endowment and foundation management
|
||||
|
||||
I need you to create :
|
||||
|
||||
- bylaws
|
||||
- IRS
|
||||
- FEC
|
||||
- any other necessary regulatory filings and formation documents
|
||||
|
||||
for three related / affilliated non profit Texas corporations :
|
||||
|
||||
- Side Door Group (super pac)
|
||||
- Side Door Solutions Group (plan to become a 501c4)
|
||||
- Americans For A Better Network (plan to become a 501c3)
|
||||
|
||||
Ask me all of the necessary questions to gather whatever information you need for comprehensive documents.
|
||||
|
||||
Ask them one at a time , and based on my answers , ask additional questions.
|
||||
|
||||
Create an artifact for each needed deliverable.
|
||||
|
||||
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Reference in New Issue
Block a user