diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-1-1-enhancements.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-1-1-enhancements.md new file mode 100644 index 0000000..1de35fb --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-1-1-enhancements.md @@ -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. \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-1-5-enhancements.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-1-5-enhancements.md new file mode 100644 index 0000000..b2de2f5 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-1-5-enhancements.md @@ -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 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. \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-2-1-enhancements.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-2-1-enhancements.md new file mode 100644 index 0000000..4697bdd --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-2-1-enhancements.md @@ -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 ยง 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. \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-3-1-enhancements.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-3-1-enhancements.md new file mode 100644 index 0000000..2641e90 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-3-1-enhancements.md @@ -0,0 +1,1047 @@ +### Section 3.1 - Mandatory Service Provider Framework + +#### Section 3.1.1 - Designated Internal Service Providers + +1. **Exclusive Service Designation**: The Company hereby designates the following series as exclusive internal shared service providers for all TSYS Group entities: + + a. **Information Technology Services Provider**: Known Element Enterprises (series) LLC shall serve as the Company's exclusive provider of all IT Services as defined in Article 2 and further detailed in Schedule A to this Agreement. + + b. **Financial Services Provider**: The Campus Trading Company (series) LLC shall serve as the Company's exclusive provider of all Transaction and Treasury Services as defined in Article 2 and further detailed in Schedule B to this Agreement. + +2. **Service Provider Independence**: Each designated service provider shall maintain: + + a. Operational independence regarding service delivery methodologies + + b. Technology selection autonomy within Board-approved parameters + + c. Resource allocation flexibility to meet established service levels + + d. Staffing and personnel management authority + + e. Implementation discretion for approved service initiatives + +3. **Term of Designation**: These service provider designations shall: + + a. Remain in effect for the duration of this Agreement + + b. Be reviewed by the Board at least every three (3) years + + c. Be subject to revocation only under the extreme failure provisions of Section 3.1.3(2)(d) + + d. Be transferable to successor entities only with Board approval + +4. **Regulatory Compliance Obligations**: Each designated service provider shall: + + a. Maintain all licenses, certifications, and registrations required by applicable law for their services + + b. Implement and maintain compliance programs appropriate to their service offerings + + c. Conduct annual compliance risk assessments + + d. Provide quarterly compliance reports to the Technology Oversight Committee + + e. Promptly notify the Company Committee of any regulatory inquiries, investigations, or compliance issues + + f. Maintain documentation of compliance with industry standards and regulations + + g. Conduct annual compliance training for all service provider personnel + +#### Section 3.1.2 - Mandatory Use Requirement + +1. **Primary Provider Obligation**: All series shall utilize the designated internal service providers as their exclusive service solution providers for the services described in Section 3.1.1, subject to the following conditions: + + a. **Performance Standards**: Internal service providers must meet or exceed the service level agreements (SLAs) established by the Technology Oversight Committee, which shall: + + i. Be documented in writing and incorporated by reference into this Agreement + + ii. Include specific, measurable performance metrics for each service category + + iii. Establish response time requirements for various service priorities + + iv. Define availability requirements for critical systems + + v. Include remediation timelines for service disruptions + + vi. Specify reporting requirements and cadence + + vii. Be reviewed and updated at least annually + + viii. Include security standards and compliance requirements + + ix. Establish escalation procedures for service issues + + x. Define problem severity classification and associated response times + + xi. Include customer satisfaction measurement requirements + + xii. Establish change management procedures and notice requirements + + xiii. Include data protection and privacy requirements + + xiv. Specify disaster recovery and business continuity standards + + xv. Define incident response protocols and timeframes + + b. **Competitive Pricing**: Internal service providers must offer services at pricing comparable to market rates for equivalent services, as verified by: + + i. Annual independent third-party audit + + ii. Benchmark comparison against at least three comparable external providers + + iii. Transparent cost-accounting as described in Section 4.6.5 + + iv. Quarterly pricing reviews by the Audit and Finance Committee + + v. Documentation of all cost allocation methodologies + + vi. Publication of rate cards to all series members + + vii. Advance notice of at least sixty (60) days for any rate increases + + viii. Cap on annual price increases tied to relevant industry indexes + + ix. Volume discounting mechanisms for large series + + x. Regular market comparison reporting to all series + +2. **Enforcement Mechanism**: The Company Committee shall be responsible for enforcing the mandatory use requirement and shall: + + a. Conduct quarterly compliance reviews + + b. Promptly investigate any reported violations + + c. Issue formal findings within 30 days of any compliance investigation + + d. Recommend appropriate remedial actions to the Board + + e. Maintain a centralized compliance tracking system + + f. Publish anonymized compliance reports to all series + + g. Establish escalating penalties for repeated non-compliance + + h. Implement a confidential reporting system for compliance concerns + + i. Provide compliance training resources to all series + + j. Conduct annual compliance audits of all series and service providers + +3. **Service Provider Dispute Resolution**: Disputes between service providers and series regarding service delivery shall be resolved through: + + a. Initial attempt at resolution between operational leaders of the service provider and series + + b. If unresolved within 15 days, escalation to the Technology Oversight Committee + + c. Formal mediation process as outlined in Schedule H if not resolved within 30 days + + d. Final binding decision by the Company Committee if mediation is unsuccessful + + e. Documentation of all disputes and resolutions in the electronic records system + + f. Quarterly dispute trends analysis and reporting to the Board + + g. Implementation of dispute reduction strategies based on trend analysis + + h. Establishment of proactive relationship management protocols + + i. Joint service improvement planning between service providers and series + + j. Emergency escalation pathway for critical service disputes + +4. **Service Level Agreement Governance**: + + a. SLAs shall be: + + i. Developed with input from all series + + ii. Reviewed and approved by the Technology Oversight Committee + + iii. Published in the electronic records system + + iv. Monitored through automated performance measurement systems + + v. Subject to quarterly performance reviews + + b. SLA modifications shall: + + i. Require Technology Oversight Committee approval + + ii. Include a comment period for series feedback + + iii. Provide at least 60 days' notice before implementation + + iv. Include transition support for material changes + +#### Section 3.1.3 - Service Provider Failure Remedies + +1. **Failure Determination**: An internal service provider shall be deemed to have failed if it: + + a. Fails to meet established performance standards for two consecutive quarters as documented by the Technology Oversight Committee + + b. Experiences a catastrophic service disruption lasting more than: + + i. 48 hours for non-critical services + + ii. 24 hours for important services + + iii. 4 hours for mission-critical services as designated in the applicable SLA + + c. Commits a material breach of its SLA obligations that remains uncured for 30 days after written notice + + d. Receives substantiated service quality complaints from more than 50% of its series customers within any six-month period + + e. Experiences a material security or data breach that compromises sensitive information or critical infrastructure + + f. Fails to implement required security patches or updates within timeframes specified in the SLA + + g. Demonstrates a pattern of repeated service deficiencies that, while individually not constituting failures, collectively indicate systemic issues + + h. Violates applicable regulatory requirements resulting in material penalties or compliance issues + + i. Fails to maintain required certifications or qualifications + + j. Loses key personnel without adequate succession planning and replacement + +2. **Remedies for Service Provider Failure**: Upon determination of a service provider failure, the following remedies shall be available: + + a. **Initial Remediation Period**: The service provider shall be granted a 60-day remediation period to: + + i. Correct performance deficiencies + + ii. Restore service levels to required standards + + iii. Submit a detailed improvement plan to the Technology Oversight Committee + + iv. Implement enhanced monitoring and reporting + + v. Engage third-party expertise if necessary + + vi. Conduct root cause analysis of failures + + vii. Implement preventative measures + + viii. Establish interim service arrangements if necessary + + ix. Provide regular progress reports + + x. Compensate affected series according to SLA terms + + b. **Enhanced Oversight**: During the remediation period, the service provider shall be subject to: + + i. Weekly performance reviews by the Technology Oversight Committee + + ii. Implementation of additional controls and monitoring + + iii. Potential leadership changes as recommended by the Board + + iv. Requirement to provide daily status reports to affected series + + v. Temporary management augmentation with qualified personnel + + vi. Independent third-party oversight of remediation efforts + + vii. Additional resource allocation requirements + + viii. Temporary suspension of new service initiatives + + ix. Mandatory executive briefings to the Board + + x. Implementation of emergency escalation procedures + + c. **Failure to Remediate**: If the service provider fails to remediate within the 60-day period, the Technology Oversight Committee may: + + i. Grant a single 30-day extension if substantial progress is evident + + ii. Implement a service provider replacement plan + + iii. Authorize temporary external service providers for affected services + + iv. Recommend restructuring of the service provider to the Board + + v. Appoint temporary executive leadership + + vi. Accelerate training of backup personnel + + vii. Implement contingency service arrangements + + viii. Adjust pricing to reflect reduced service levels + + ix. Impose financial penalties as specified in the SLA + + x. Develop long-term service provider transition plan + + d. **Extreme Failure**: In cases of extreme failure involving critical systems, the Board may: + + i. Immediately authorize use of external service providers + + ii. Remove and replace service provider leadership + + iii. Implement emergency continuity plans + + iv. Take any other actions necessary to protect the TSYS Group + + v. Establish an emergency governance committee + + vi. Suspend normal approval processes for emergency actions + + vii. Allocate emergency funding for service restoration + + viii. Engage specialized crisis management expertise + + ix. Implement rapid knowledge transfer protocols + + x. Authorize extraordinary measures to protect data and assets + +3. **Service Continuity Protection**: To ensure continuity of critical services: + + a. Each service provider shall maintain: + + i. Comprehensive business continuity and disaster recovery plans + + ii. Documented systems and operational procedures + + iii. Knowledge transfer protocols for critical functions + + iv. Cross-training programs for essential personnel + + v. Backup systems and redundancies for critical infrastructure + + vi. Geographically distributed infrastructure to mitigate regional disruptions + + vii. Regularly tested incident response procedures + + viii. Alternative service delivery methods for emergency situations + + ix. Secure offline backups of critical data and configurations + + x. Emergency communication protocols and systems + + b. The Technology Oversight Committee shall: + + i. Conduct annual disaster recovery testing + + ii. Maintain relationships with qualified backup service providers + + iii. Regularly review and update continuity plans + + iv. Ensure proper escrow of critical system information + + v. Validate recovery time and point objectives + + vi. Coordinate cross-series business continuity planning + + vii. Establish emergency decision-making protocols + + viii. Maintain emergency contact information for all key personnel + + ix. Implement crisis management training for leadership + + x. Develop communications templates for various disruption scenarios + +4. **Security Incident Response Protocol**: + + a. Upon detection of any security incident, service providers shall: + + i. Immediately activate the incident response team + + ii. Contain and mitigate the incident according to established procedures + + iii. Notify the Technology Oversight Committee within timeframes specified in the SLA + + iv. Document all aspects of the incident and response + + v. Conduct forensic analysis to determine scope and impact + + vi. Implement required remediation measures + + vii. Provide detailed post-incident reports + + viii. Update security controls based on lessons learned + + ix. Conduct additional security testing as needed + + x. Comply with all regulatory notification requirements + + b. The Technology Oversight Committee shall: + + i. Review all security incidents and response activities + + ii. Ensure appropriate remediation measures are implemented + + iii. Determine if the incident constitutes a service provider failure + + iv. Coordinate communications regarding the incident + + v. Oversee regulatory compliance related to the incident + +#### Section 3.1.4 - Innovation Exception Process + +1. **Exception Basis**: A series may request an exception to the mandatory use requirement only on the grounds of: + + a. Specialized technical requirements that cannot be met by the internal service provider + + b. Demonstrable competitive advantage requiring specialized external solutions + + c. Regulatory or compliance requirements that necessitate specialized external providers + + d. Client or customer contractual requirements that mandate specific external solutions + + e. Significant cost savings (exceeding 30%) that can be achieved through an external provider while maintaining equivalent security and quality standards + + f. Emerging technology that provides substantial business advantage not available through internal providers + + g. Temporary capacity limitations of internal providers during high-growth periods + + h. Specialized expertise requirements for limited duration projects + + i. Unique geographical requirements not efficiently served by internal providers + + j. Legacy systems integration requirements that internal providers cannot efficiently support + +2. **Exception Request Process**: + + a. Requests must be submitted in writing to the Technology Oversight Committee + + b. Requests must include: + + i. Detailed description of the required service + + ii. Documentation of business necessity + + iii. Analysis of competitive advantage + + iv. Proposed external provider information including due diligence materials + + v. Security and compliance assessment + + vi. Data integration and protection plan + + vii. Implementation timeline + + viii. Cost-benefit analysis comparing the external solution to internal alternatives + + ix. Risk assessment for the proposed exception + + x. Transition plan to internal providers if applicable + + xi. Metrics for measuring success of the exception + + xii. Governance controls for the external provider relationship + + xiii. Detailed vendor security assessment including SOC 2 reports or equivalent + + xiv. Data processing requirements and compliance documentation + + xv. Exit strategy and data retrieval procedures + + c. The Technology Oversight Committee must respond within 45 days for standard requests and within 15 days for requests designated as time-sensitive with appropriate justification + + d. The Technology Oversight Committee must provide written justification for any denial + + e. Appeals of denied exception requests may be made to the Company Committee within 15 days of denial + + f. The Company Committee shall render a final decision within 30 days of appeal receipt + + g. Denials that substantially impact business operations may be further appealed to the Board in extreme circumstances + + h. The Board shall establish an expedited review process for critical exception appeals + + i. All decisions shall be documented in the electronic records system + + j. Precedential decisions shall be published as guidance for future requests + +3. **Exception Implementation**: + + a. If approved, the exception shall: + + i. Be documented in the electronic records system + + ii. Include specific scope and duration limitations + + iii. Require quarterly reviews and renewal evaluation + + iv. Include a transition plan for eventual migration to internal services if feasible + + v. Include compliance monitoring to ensure continued adherence to security and integration requirements + + vi. Specify data security and access controls + + vii. Establish service level requirements for the external provider + + viii. Define clear exit criteria and termination procedures + + ix. Establish integration requirements with existing systems + + x. Include knowledge transfer provisions to internal providers + + xi. Specify contract provisions required for external providers + + xii. Include mandatory security provisions for vendor contracts + + xiii. Require right-to-audit clauses for all external provider agreements + + xiv. Include business continuity requirements for external providers + + xv. Specify data ownership and return provisions upon termination + +4. **Exception Renewal and Termination**: + + a. All exceptions shall have a defined term, not to exceed one (1) year unless specifically approved by the Board + + b. Renewal requests must be submitted at least 60 days prior to exception expiration + + c. Renewal requests shall include: + + i. Performance assessment of the external provider + + ii. Continued justification for the exception + + iii. Analysis of any changes in internal provider capabilities + + iv. Updated security and compliance assessment + + v. Documentation of ongoing business necessity + + vi. Evaluation of transition feasibility to internal providers + + vii. Updated cost-benefit analysis + + viii. Review of security and compliance incidents + + d. Exceptions may be terminated prior to expiration if: + + i. The external provider fails to meet service requirements + + ii. Internal provider capabilities evolve to meet the requirement + + iii. The business need for the exception no longer exists + + iv. Security or compliance concerns arise + + v. The series fails to comply with exception conditions + + vi. The Board or Company Committee determines termination is in the best interest of the Company + + vii. The external provider experiences a material security breach + + viii. Regulatory requirements necessitate termination + +5. **Exception Registry and Oversight**: + + a. The Technology Oversight Committee shall maintain a registry of all exceptions that includes: + + i. Exception scope and justification + + ii. Approval date and expiration + + iii. External provider details + + iv. Performance metrics + + v. Review history + + vi. Renewal status + + vii. Documented exceptions to standard requirements + + viii. Security assessment status + + ix. Integration documentation + + x. Compliance verification + + b. The Company Committee shall: + + i. Receive quarterly reports on all exceptions + + ii. Review any exceptions with security or compliance concerns + + iii. Provide oversight for exception volume and patterns + + iv. Identify trends that may indicate internal service provider gaps + + v. Review strategic implications of exceptions + +#### Section 3.1.5 - Service Division Operations + +1. **Operational Requirements**: Each service division shall: + + a. Operate as a cost center pursuant to Section 4.6.5 + + b. Maintain transparent cost accounting with quarterly reporting to all series + + c. Be subject to Board oversight through appropriate committees + + d. Select and manage external vendors as needed following procurement guidelines established by the Board + + e. Develop and maintain appropriate service standards and SLAs + + f. Conduct annual customer satisfaction surveys among series + + g. Implement continuous improvement processes with measurable objectives + + h. Maintain appropriate cybersecurity and compliance certifications + + i. Establish disaster recovery and business continuity plans + + j. Conduct quarterly technology and service reviews + + k. Provide monthly service performance metrics to all series + + l. Undergo annual security audits by qualified third-party firms + + m. Maintain compliance with all relevant industry standards and regulations + + n. Provide regular training to personnel on security and operational best practices + + o. Establish and maintain risk management frameworks appropriate to service offerings + + p. Implement formal change management processes for service modifications + + q. Document all service procedures and maintain operational manuals + + r. Establish quality control procedures with measurable outcomes + + s. Participate in industry benchmarking and best practice forums + + t. Maintain appropriate insurance coverage for service operations + + u. Implement privacy and data protection measures aligned with global best practices + + v. Maintain environmental sustainability practices for services and infrastructure + + w. Develop and implement service accessibility standards + + x. Engage in technology forecasting and future-proofing strategies + + y. Maintain service knowledge bases for user self-service + +2. **Board Oversight Responsibilities**: The Board of Directors, through its committees, shall establish and oversee: + + a. Performance metrics and reporting requirements + + b. Service level frameworks + + c. Cost allocation methodologies + + d. Technology and service strategies + + e. Vendor selection criteria + + f. Quality control measures + + g. Dispute resolution procedures for service conflicts + + h. Compliance standards and monitoring + + i. Cybersecurity requirements and testing + + j. Other operational parameters as needed + + k. Capital investment approval thresholds and procedures + + l. Strategic technology alignment with Company objectives + + m. Innovation funding and initiatives + + n. Risk management standards and assessment methodologies + + o. Succession planning for critical service leadership positions + + p. Information security governance framework + + q. User experience standards and accessibility requirements + + r. Ethical technology use policies + + s. Data governance and management policies + + t. Technology procurement standards + +3. **Service Roadmap Requirements**: Each service provider shall: + + a. Maintain a three-year service development roadmap + + b. Conduct quarterly roadmap reviews with all series + + c. Incorporate series feedback into roadmap updates + + d. Align roadmap priorities with overall TSYS Group strategic objectives + + e. Include specific technology innovation initiatives + + f. Establish clear timelines for major service enhancements + + g. Document resource allocation for strategic initiatives + + h. Include contingency planning for emerging technologies and market shifts + + i. Identify potential security and regulatory challenges + + j. Document required competency development for service evolution + + k. Establish metrics for measuring roadmap progress + + l. Identify capacity planning requirements for future growth + + m. Include technology retirement planning for legacy systems + + n. Document integration strategies with complementary technologies + + o. Align with industry standards and best practices + + p. Address environmental sustainability considerations + + q. Include accessibility enhancement initiatives + + r. Document risk mitigation strategies for roadmap elements + + s. Identify strategic partnerships required for implementation + + t. Include total cost of ownership projections + +4. **User Experience and Feedback System**: Each service provider shall: + + a. Implement a structured feedback system accessible to all series + + b. Conduct quarterly user experience reviews + + c. Maintain a transparent issue tracking system + + d. Report on issue resolution metrics monthly + + e. Incorporate user feedback into service improvements + + f. Establish a user advisory group with representation from different series + + g. Maintain a knowledge base of common issues and solutions + + h. Publish service disruption post-mortems and remediation plans + + i. Implement a suggestion system for service improvements + + j. Develop service usage analytics to identify improvement opportunities + + k. Establish formal user acceptance testing for major changes + + l. Conduct annual service satisfaction benchmarking + + m. Implement training programs to optimize user adoption + + n. Create user communities for knowledge sharing and collaboration + + o. Recognize and reward user contributions to service improvement + + p. Develop user experience standards and guidelines + + q. Implement accessibility testing for all services + + r. Establish service personalization capabilities where appropriate + + s. Conduct regular usability testing + + t. Implement user journey mapping for key service interactions + +#### Section 3.1.6 - Service Quality Management + +1. **Quality Assurance Framework**: Each service provider shall implement: + + a. Formal quality management systems with defined processes + + b. Regular internal audits of service quality + + c. Root cause analysis for service incidents + + d. Preventative action plans for recurring issues + + e. Service performance trend analysis and reporting + + f. Continuous service monitoring and alerting systems + + g. Regular process improvement reviews + + h. Customer impact assessment for all service changes + + i. Post-implementation reviews of major service changes + + j. Quality metrics aligned with business outcomes + + k. Quality control gates throughout service delivery processes + + l. Independent quality assurance function within the organization + + m. Regular assessment against industry frameworks such as ITIL, COBIT, and ISO standards + + n. Automated quality control mechanisms where applicable + + o. Defect tracking and remediation processes + +2. **Continuous Improvement Requirements**: + + a. Each service provider shall establish annual improvement goals for: + + i. Service availability and reliability + + ii. Response and resolution times + + iii. Customer satisfaction ratings + + iv. Cost efficiency metrics + + v. Security posture and compliance + + vi. Operational efficiency + + vii. Technical debt reduction + + viii. Environmental sustainability + + ix. Accessibility compliance + + x. Innovation implementation + + b. Progress toward improvement goals shall be: + + i. Measured and reported quarterly + + ii. Reviewed by the Technology Oversight Committee + + iii. Incorporated into service provider performance evaluations + + iv. Tied to leadership compensation where applicable + + v. Communicated transparently to all series + + vi. Analyzed for patterns and trends + + vii. Used to inform subsequent improvement objectives + + viii. Benchmarked against industry standards + + ix. Documented with clear methodologies + + x. Subject to independent verification + +3. **Service Provider Collaboration**: Service providers shall: + + a. Establish formal coordination mechanisms between providers + + b. Conduct joint planning for interdependent services + + c. Implement integrated incident management for cross-service issues + + d. Share expertise and resources for mutual improvement + + e. Develop and maintain integrated service catalogs + + f. Establish clear handoff procedures for cross-service processes + + g. Conduct joint disaster recovery exercises + + h. Develop integrated security frameworks + + i. Implement compatible technology standards + + j. Coordinate service maintenance windows + + k. Establish joint innovation initiatives + + l. Harmonize user experience across service boundaries + + m. Implement compatible data governance frameworks + + n. Coordinate capacity planning activities + + o. Share customer feedback and improvement opportunities + +4. **Performance Measurement System**: + + a. Each service provider shall implement a comprehensive performance measurement system that: + + i. Collects and analyzes quantitative and qualitative performance data + + ii. Includes automated performance dashboards accessible to all series + + iii. Tracks performance against SLA commitments + + iv. Identifies trends and patterns in service performance + + v. Provides early warning of potential service issues + + vi. Includes customer satisfaction measurement + + vii. Monitors key technical and operational metrics + + viii. Compares performance against industry benchmarks + + ix. Supports continuous improvement initiatives + + x. Informs strategic planning decisions + + b. Performance metrics shall include: + + i. System availability and reliability + + ii. Response and resolution times + + iii. Transaction processing performance + + iv. Security metrics + + v. Cost efficiency + + vi. Customer satisfaction + + vii. Process efficiency + + viii. Innovation implementation + + ix. Technical debt reduction + + x. Environmental sustainability + +#### Section 3.1.7 - Technology Evolution and Innovation + +1. **Innovation Requirements**: To maintain competitive service offerings, service providers shall: + + a. Allocate a minimum of 10% of their resources to innovation and new technology evaluation + + b. Establish formal mechanisms for evaluating emerging technologies + + c. Develop proof-of-concept processes for promising innovations + + d. Create safe experimental environments for testing new technologies + + e. Partner with series to pilot innovative solutions + + f. Report quarterly on innovation initiatives and outcomes + + g. Participate in industry forums and research communities + + h. Establish relationships with technology research organizations + + i. Develop internal innovation incentive programs + + j. Create processes for scaling successful innovations + + k. Maintain an innovation pipeline with short, medium, and long-term initiatives + + l. Establish innovation governance processes + + m. Implement formal ideation and evaluation methodologies + + n. Develop metrics for measuring innovation effectiveness + + o. Establish intellectual property protection for innovations + +2. **Technology Currency**: Service providers shall: + + a. Maintain all technologies within manufacturer-supported versions + + b. Establish and follow formal technology lifecycle policies + + c. Provide 12-month advance notice for significant technology transitions + + d. Maintain compatibility with industry-standard technologies + + e. Ensure backward compatibility when feasible + + f. Provide migration support for technology transitions + + g. Document technology roadmaps with sunset dates + + h. Assess and mitigate risks associated with aging technologies + + i. Balance innovation with stability and security requirements + + j. Provide training for series personnel on new technologies + + k. Establish formal technology debt tracking and remediation processes + + l. Implement architectural review processes for technology decisions + + m. Document technology standards and compliance requirements + + n. Maintain compatibility testing environments + + o. Develop clear upgrade paths for all major systems + +3. **Market Alignment**: The Technology Oversight Committee shall: + + a. Conduct annual assessments of market-competitive technologies + + b. Benchmark internal services against industry leaders + + c. Identify service gaps and deficiencies + + d. Recommend strategic technology investments + + e. Monitor industry trends and disruptions + + f. Assess competitive threats from new technologies + + g. Evaluate acquisition opportunities for technology advancement + + h. Define technology standards aligned with industry direction + + i. Forecast future technology requirements + + j. Report significant findings to the Board + + k. Develop strategies to address identified gaps + + l. Coordinate market research across service providers + + m. Identify cross-service technology opportunities + + n. Assess regulatory and compliance technology requirements + + o. Evaluate technology sustainability and environmental impact + +4. **Emerging Technology Adoption Framework**: + + a. The Technology Oversight Committee shall establish a framework for evaluating and adopting emerging technologies that includes: + + i. Formal evaluation criteria + + ii. Risk assessment methodology + + iii. Return on investment analysis + + iv. Pilot program guidelines + + v. Success metrics + + vi. Security assessment requirements + + vii. Compliance review process + + viii. Integration evaluation + + ix. Scalability assessment + + x. User impact analysis + + xi. Total cost of ownership projection + + xii. Support and maintenance requirements + + xiii. Skill development needs + + xiv. Competitive advantage assessment + + xv. Implementation planning requirements + + b. Emerging technology adoption shall follow a staged approach: + + i. Initial assessment and research + + ii. Proof of concept in isolated environment + + iii. Limited pilot with selected users + + iv. Controlled production implementation + + v. Full deployment with appropriate controls + + vi. Continuous evaluation and optimization \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-1-enhancements.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-1-enhancements.md new file mode 100644 index 0000000..325680d --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-1-enhancements.md @@ -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 \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-3-enhancements.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-3-enhancements.md new file mode 100644 index 0000000..a368509 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-3-enhancements.md @@ -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 \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-4-enhancements.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-4-enhancements.md new file mode 100644 index 0000000..f9aab75 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/section-4-4-enhancements.md @@ -0,0 +1,1179 @@ +### Section 4.4 - Special Series Types + +#### 4.4.1 - TDCMSP Series (Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series) + +1. **Purpose and Limitations**: A TDCMSP Series: + + * May only own physical assets, real property, and intellectual property + + * Has no operational capability except through usage agreements with appropriate operational series + + * Cannot enter agreements with the Company + + * Cannot enter agreements with any non-TSYS Group entities + + * Must maintain clear documentation of all assets owned + + * May not incur debt except for asset acquisition and maintenance + + * Must maintain adequate insurance for all assets + + * Shall serve as a protective holding structure for critical assets + + * Shall implement enhanced asset protection measures + + * May not engage in any business activity beyond asset ownership and leasing + + * May not have employees except as necessary for asset management + + * Must maintain clear distinction between asset ownership and operational control + + * Shall document all asset acquisition transactions in detail + + * Shall maintain comprehensive asset registers and documentation + + * May not commingle assets with other series or entities + +2. **Asset Categories**: TDCMSP Series may own and manage: + + * Tools and equipment + + * Dies and molds + + * Casting equipment + + * Raw materials + + * Supplies and consumables + + * Intellectual property + + * Patents and trademarks + + * Technical documentation + + * Manufacturing processes + + * Design specifications + + * Real property + + * Digital assets and software + + * Data sets and databases + + * Domain names and online assets + + * Copyrighted works + + * Trade secrets + + * Proprietary methodologies + + * Specialized equipment + + * Laboratory equipment + + * Testing and measurement devices + + * Fixtures and jigs + + * Prototype equipment + + * Research equipment + + * Specialized hardware + + * Manufacturing equipment + + * Assembly equipment + + * Any other physical or intellectual assets necessary for series operations + +3. **Lease Agreement Requirements**: All TDCMSP Series must execute written lease agreements that include: + + * Precise asset identification and valuation + + * Clearly defined maintenance responsibilities + + * Asset replacement provisions and funding mechanisms + + * Insurance requirements with minimum coverage levels + + * Usage tracking and reporting obligations + + * Term and renewal provisions + + * Default and remediation procedures + + * Fair market value lease rates + + * Clear termination procedures + + * Asset return conditions + + * Dispute resolution provisions + + * Indemnification clauses + + * Payment terms and schedules + + * Performance standards and quality requirements + + * Usage limitations and restrictions + + * Rights to improvements and modifications + + * Sublease prohibitions or restrictions + + * Inspection and audit rights + + * Force majeure provisions + + * Confidentiality requirements + + * Intellectual property usage restrictions + + * Technology upgrade provisions + + * Change in control provisions + + * Assignment restrictions + + * Damage or loss provisions + + * Warranty disclaimers + + * Limitation of liability provisions + +4. **Asset Management Requirements**: All TDCMSP Series must implement: + + * Regular asset valuation by qualified third parties + + * Comprehensive maintenance records + + * Usage tracking systems + + * Industry-standard depreciation schedules + + * Replacement planning with adequate reserves + + * Annual asset audits + + * Asset management software systems + + * Regular condition assessments + + * Maintenance schedule compliance monitoring + + * Asset utilization analysis + + * Physical security measures appropriate to asset value + + * Asset classification and criticality assessments + + * Asset lifecycle management policies + + * Specialized asset insurance coverage + + * Environmental compliance monitoring for physical assets + + * Asset disposal and retirement procedures + + * Asset performance monitoring + + * Total cost of ownership analysis + + * Risk assessments for critical assets + + * Contingency planning for critical asset failure + + * For intellectual property assets: + + i. Formal IP protection strategies + + ii. Regular monitoring for potential infringement + + iii. Maintenance of registrations, renewals, and filings + + iv. Documented chain of title and ownership verification + + v. Periodic valuation of IP portfolio + + vi. Appropriate confidentiality and trade secret protections + + vii. License compliance monitoring + + viii. Royalty collection and distribution systems + + ix. IP portfolio management strategy + + x. International protection strategies where appropriate + + xi. Documentation of development processes + + xii. Employee and contractor invention assignment agreements + + xiii. Open source software management if applicable + + xiv. Freedom to operate analyses + + xv. IP enforcement procedures + +5. **Revenue Model and Distribution**: + + * All lease payments shall be allocated according to the series operating agreement + + * Reserves shall be established for asset maintenance and replacement + + * Distributions shall be made only after adequate reserves are established + + * Special distributions may be made for extraordinary asset sales + + * Reinvestment programs may be established for asset acquisition + + * Royalty streams from intellectual property shall be separately accounted for + + * Lease rate determination methodologies shall be documented + + * Arm's length pricing shall be verified by independent analysis + + * Capital allocation policies shall prioritize asset integrity + + * Performance benchmarks shall be established for asset returns + + * Capital budgeting shall be aligned with asset lifecycle planning + + * Reserve funding shall be based on asset condition assessments + + * Distribution policies shall balance current returns with long-term asset value + + * Reinvestment criteria shall be established for asset enhancement + + * Asset lease rate reviews shall be conducted regularly + +6. **Capitalization Requirements**: + + * TDCMSP Series shall maintain adequate capitalization for their asset portfolio + + * Capital adequacy shall be reviewed annually + + * Special capital calls may be authorized for strategic asset acquisition + + * Asset financing shall comply with Section 3.3 + + * Capital deployment plans shall be updated annually + + * Minimum liquidity requirements shall be established + + * Long-term capital planning shall align with asset acquisition strategy + + * Capital structure shall be optimized for asset protection + + * Leverage limitations shall be established and documented + + * Capital reserves shall be maintained for emergency asset replacement + + * Capitalization stress testing shall be conducted periodically + + * Asset-to-capitalization ratios shall be monitored + + * Capital contingency plans shall be established + + * Capital adequacy metrics shall be reported regularly + +7. **Intellectual Property Protection Measures**: + + * TDCMSP Series holding intellectual property shall implement: + + * Comprehensive IP protection strategies + + * Regular IP portfolio audits + + * Documented IP management procedures + + * Appropriate registrations in all relevant jurisdictions + + * Trade secret protection programs + + * IP enforcement mechanisms + + * Regular monitoring for potential infringements + + * License compliance monitoring systems + + * IP valuation and assessment procedures + + * Technology transfer protocols + + * Proper documentation of IP development + + * Clear ownership provisions in all development agreements + + * IP access control procedures + + * Confidentiality and non-disclosure provisions in all relevant agreements + + * Strategic IP development planning + + * Documentation of IP commercialization strategies + + * Regular IP committee meetings and governance + + * IP risk assessment and mitigation planning + + * Specialized IP insurance coverage + + * Succession planning for IP management + +#### 4.4.2 - Operating Series Requirements for TDCMSP Leases + +1. **Qualification Requirements**: Operating Series leasing assets from TDCMSP Series must: + + * Demonstrate operational capability for proper asset utilization + + * Maintain required insurance with TDCMSP Series named as additional insured + + * Follow maintenance schedules established in lease agreements + + * Provide monthly usage reports + + * Comply with all lease terms + + * Conduct regular inspections and provide documentation + + * Maintain qualified personnel for asset operation + + * Implement safety protocols appropriate to the assets + + * Report any damage or performance issues immediately + + * Maintain financial capacity to meet lease obligations + + * Implement asset security measures appropriate to asset value + + * Maintain appropriate licenses and permits for asset operation + + * Comply with all regulatory requirements for asset usage + + * Document all asset modifications with prior approval + + * Maintain asset tracking and identification systems + + * Implement asset management software integration + + * Conduct regular asset utilization analysis + + * Maintain contingency plans for critical asset failure + + * Document specialized knowledge required for asset operation + + * Implement user training programs for complex assets + +2. **Operational Responsibilities**: Operating Series leasing TDCMSP assets must: + + * Designate specific personnel responsible for asset management + + * Implement proper training for all personnel using assets + + * Establish and follow standard operating procedures + + * Conduct regular inspections and maintenance + + * Immediately report any damage or malfunction + + * Properly account for lease expenses + + * Document all asset usage + + * Implement asset security measures + + * Return assets in specified condition upon lease termination + + * Cooperate with asset audits and assessments + + * Implement environmental compliance measures + + * Follow manufacturer recommendations for usage + + * Maintain calibration and certification where required + + * Document all maintenance activities + + * Track asset performance metrics + + * Implement continuous improvement for asset utilization + + * Conduct regular efficiency assessments + + * Document asset movement and location changes + + * Implement appropriate access controls + + * Maintain asset user logs and authorization records + +3. **Intellectual Property Compliance**: + + * Operating Series using TDCMSP intellectual property must: + + * Implement appropriate quality control measures + + * Comply with brand standards and guidelines + + * Properly mark all IP with ownership and protection notices + + * Report any known or suspected infringement + + * Maintain confidentiality of trade secrets + + * Use software and digital assets only as licensed + + * Implement employee training on IP compliance + + * Document all IP usage and revenue generation + + * Provide required royalty reports + + * Implement access controls for protected IP + + * Maintain appropriate security measures for confidential information + + * Document all derivative works and improvements + + * Implement IP usage tracking systems + + * Conduct regular IP compliance audits + + * Ensure sublicensees comply with all requirements + + * Implement technical protection measures for digital IP + + * Report all IP commercialization activities + + * Document market feedback on IP implementation + + * Maintain records of all IP-related communications + + * Implement compliance programs for open-source components if applicable + +4. **Default and Remedy Provisions**: + + * Default on lease obligations shall trigger: + + * Written notice and cure periods as specified in the lease agreement + + * Escalation to the Company Committee if uncured + + * Potential termination of lease rights + + * Asset recovery procedures + + * Liability for any damage beyond normal wear and tear + + * Potential cross-default provisions for multiple lease agreements + + * Dispute resolution through Schedule H procedures + + * Financial penalties for lease violations + + * Accelerated payment provisions where applicable + + * Remediation requirements for damaged assets + + * Reporting requirements to the Company Committee + + * Enhanced monitoring during cure periods + + * Mandatory review of underlying issues + + * Development of preventative measures + + * Documentation of the default and resolution process + + * Potential adjustment of lease terms upon cure + + * Review of qualification status for future leases + + * Implementation of additional compliance measures + + * Regular status reporting during remediation + + * Post-resolution compliance monitoring + +5. **Lease Renewal and Extension**: + + * Lease renewal procedures shall include: + + * Performance evaluation during the initial lease term + + * Assessment of asset condition and remaining useful life + + * Market rate analysis for renewal pricing + + * Evaluation of maintenance history and compliance + + * Review of financial capability and payment history + + * Assessment of operational needs and asset utilization + + * Consideration of alternative uses for the assets + + * Documentation of renewal business case + + * Updated insurance and compliance verification + + * Revised maintenance and replacement planning + + * Updated lease terms reflecting current circumstances + + * Appropriate approvals by both series + + * Documentation in the electronic records system + + * Updated asset valuation if appropriate + + * Consideration of technology updates or replacements + +#### 4.4.3 - Technology Holding Series + +1. **Purpose and Structure**: A Technology Holding Series: + + * May be established specifically for software, digital assets, and technology intellectual property + + * Shall hold technology assets developed by or for TSYS Group entities + + * Shall license such assets to appropriate Operating Series + + * May develop technology commercialization strategies + + * Shall coordinate technology protection and enforcement + + * Shall manage the technology lifecycle + + * May establish relationships with external technology partners + + * Shall maintain comprehensive documentation of all technology assets + + * May not engage in direct technology operations except for maintenance and development + + * Shall implement specialized technology protection measures + + * Shall coordinate technology standards across the Company + + * May maintain specialized technical personnel + + * Shall develop and maintain technology roadmaps + + * Shall coordinate with the Technology Oversight Committee + + * May establish specialized development environments + +2. **Technology Management Requirements**: + + * Development of formal technology roadmaps + + * Implementation of technology valuation methodologies + + * Establishment of licensing frameworks and templates + + * Security and protection protocols for digital assets + + * Version control and update management + + * Compliance with software and data regulations + + * Open source compliance monitoring + + * Technology escrow arrangements as appropriate + + * Regular technology portfolio reviews + + * Documentation of all technology assets + + * Implementation of software development lifecycle processes + + * Quality assurance and testing protocols + + * Technology security assessments + + * Vulnerability management procedures + + * Technology due diligence procedures + + * Technology documentation management + + * Code ownership and contribution tracking + + * Architectural standards and guidelines + + * Technology deprecation and sunsetting procedures + + * Technical debt management programs + + * Development standards and practices + + * Technology training and knowledge transfer + + * Technology performance monitoring + + * Capacity planning and scalability assessment + + * Technology disaster recovery planning + + * Regular technology audits and assessments + +3. **Licensing Structures**: + + * Internal license agreements shall include: + + * Scope of permitted use + + * Licensing fees or royalty structures + + * Maintenance and support obligations + + * Version upgrade rights + + * Customization parameters + + * Protection of source code and other sensitive assets + + * Fair market value determination methodology + + * Performance metrics and service levels if applicable + + * Usage volume limitations + + * User access restrictions + + * Modification rights and restrictions + + * Technology support and maintenance terms + + * Security requirements and standards + + * Integration specifications and requirements + + * Documentation and training provisions + + * Quality control requirements + + * Data handling and privacy provisions + + * Disaster recovery and business continuity requirements + + * Audit and verification procedures + + * Export control compliance provisions + + * Third-party access limitations + + * Termination and transition provisions + + * Indemnification for intellectual property claims + + * Confidentiality provisions + + * Compliance with regulatory requirements + +4. **Technology Commercialization**: + + * Technology Holding Series may develop strategies for: + + * External licensing of technology assets + + * Joint ventures for technology commercialization + + * Technology transfer arrangements + + * Strategic technology partnerships + + * Technology spinoff entities + + * Patent licensing programs + + * Software as a service offerings + + * Technology platform licensing + + * API and integration licensing + + * Data monetization strategies + + * Technology consulting services + + * Custom implementation services + + * Technology education and training services + + * Technology support services + + * Technology maintenance services + + * All external commercialization must be: + + * Approved by the Company Committee + + * Structured to maintain appropriate protections + + * Priced at fair market value + + * Documented with appropriate legal agreements + + * Compliant with all regulatory requirements + + * Consistent with the Company's strategic objectives + + * Properly accounted for and reported + + * Structured to minimize risks to the Company + + * Reviewed by appropriate legal counsel + + * Subject to regular performance review + +5. **Technology Acquisition**: + + * Technology Holding Series shall implement processes for: + + * Technology acquisition assessment + + * Due diligence procedures for technology acquisitions + + * Technology integration planning + + * License compliance verification + + * Open source risk assessment + + * Security assessment of acquired technology + + * Intellectual property ownership verification + + * Technical compatibility assessment + + * Technology transition planning + + * Ongoing support evaluation + + * Total cost of ownership analysis + + * Build vs. buy analysis + + * Acquisition risk assessment + + * Vendor stability assessment + + * Exit strategy development + + * Technology escrow arrangements + + * Documentation and knowledge transfer planning + + * Training and adoption planning + + * Performance and scalability testing + + * Compatibility with Company standards + + * Long-term maintenance planning + + * Technology lifecycle alignment + + * Contract negotiation strategy + + * Vendor relationship management + + * Contingency planning for vendor issues + +#### 4.4.4 - Regulatory Compliance Series + +1. **Purpose and Structure**: A Regulatory Compliance Series: + + * May be established to manage specialized regulatory licenses, permits, and certifications + + * Shall maintain all compliance documentation required for the applicable regulatory domain + + * Shall coordinate compliance activities across applicable series + + * Shall interface with regulatory authorities + + * Shall monitor regulatory developments and changes + + * Shall establish and maintain compliance frameworks + + * May engage specialized regulatory expertise + + * Shall conduct regular compliance assessments + + * May not engage in non-compliance related operations + + * Shall coordinate with the Compliance and Ethics Committee + + * Shall maintain appropriate compliance reserves + + * Shall implement appropriate governance for regulatory matters + + * Shall document all regulatory interactions + + * May establish specialized compliance committees + + * Shall maintain appropriate regulatory reporting systems + +2. **Regulatory Compliance Management Requirements**: + + * Implementation of compliance management systems + + * Development of comprehensive compliance policies and procedures + + * Regular compliance training for relevant personnel + + * Compliance monitoring and testing programs + + * Regulatory examination preparation procedures + + * Regulatory communication protocols + + * Corrective action implementation processes + + * Compliance risk assessment methodologies + + * Documentation of compliance controls + + * Compliance reporting systems + + * Compliance incident management procedures + + * Change management for regulatory changes + + * Compliance certification processes + + * Regulatory relationship management + + * Coordination of regulatory examinations + + * Documentation of compliance interpretations + + * Implementation of automated compliance monitoring + + * Regulatory filing management systems + + * Compliance calendar maintenance + + * Annual compliance planning + + * Periodic compliance self-assessments + + * Regulatory requirement tracking + + * Documentation of regulatory correspondence + + * Regulatory audit coordination + + * Compliance issue remediation planning + +3. **Service Provision to Operating Series**: + + * Regulatory Compliance Series shall: + + * Provide compliance guidance to Operating Series + + * Coordinate compliance activities across multiple series + + * Maintain specialized compliance expertise + + * Monitor regulatory developments + + * Coordinate regulatory examinations + + * Provide compliance training + + * Develop compliance policies and procedures + + * Conduct compliance assessments + + * Maintain relationship with regulatory authorities + + * Coordinate regulatory filings + + * Develop and implement compliance remediation plans + + * Provide compliance reporting + + * Maintain compliance documentation + + * Coordinate compliance technology implementation + + * Develop compliance best practices + + * Operating Series shall: + + * Implement compliance requirements in operations + + * Maintain day-to-day compliance activities + + * Report compliance issues promptly + + * Participate in compliance assessments + + * Implement corrective actions + + * Maintain operational compliance documentation + + * Provide required information for regulatory filings + + * Ensure personnel complete compliance training + + * Incorporate compliance requirements in operational procedures + + * Maintain appropriate compliance staffing + + * Implement compliance technology solutions + + * Document compliance activities + + * Conduct compliance self-assessments + + * Participate in regulatory examinations + + * Report on compliance metrics + +4. **Regulatory Relationship Management**: + + * Regulatory Compliance Series shall: + + * Serve as the primary contact for regulatory authorities + + * Coordinate regulatory examinations and inquiries + + * Manage regulatory reporting + + * Maintain documentation of regulatory interactions + + * Monitor regulatory developments + + * Participate in regulatory outreach and education + + * Develop and maintain regulatory relationship plans + + * Coordinate responses to regulatory findings + + * Manage regulatory action remediation + + * Maintain regulatory communication protocols + + * Document regulatory interpretations + + * Coordinate regulatory change management + + * Monitor peer regulatory experiences + + * Develop regulatory strategy + + * Coordinate regulatory advocacy when appropriate + + * Assess regulatory risk + + * Provide regular regulatory updates to governance + + * Maintain regulatory contact information + + * Coordinate regulatory approval processes + + * Manage regulatory milestone tracking + + * Document regulatory commitments + +#### 4.4.5 - Research and Development Series + +1. **Purpose and Structure**: A Research and Development Series: + + * May be established to conduct research and development activities + + * Shall coordinate innovation efforts across the Company + + * Shall develop and protect intellectual property + + * May establish specialized R&D facilities and environments + + * Shall maintain appropriate scientific and technical expertise + + * Shall coordinate with Technology Holding Series for commercialization + + * Shall implement appropriate research methodologies + + * May engage in fundamental and applied research + + * Shall maintain comprehensive documentation of research activities + + * May establish research partnerships and collaborations + + * Shall implement appropriate research governance + + * Shall coordinate with relevant regulatory authorities for research compliance + + * May engage in technology transfer activities + + * Shall implement appropriate confidentiality measures + + * May develop innovation incentive programs + +2. **Research Management Requirements**: + + * Development of research roadmaps and priorities + + * Implementation of research project management methodologies + + * Establishment of research budgeting and resource allocation + + * Implementation of research quality standards + + * Development of research data management systems + + * Implementation of laboratory information management systems + + * Establishment of research ethics and compliance programs + + * Development of research collaboration frameworks + + * Implementation of research security protocols + + * Establishment of intellectual property development processes + + * Implementation of research documentation standards + + * Development of technology transfer procedures + + * Establishment of prototype development processes + + * Implementation of research testing and validation methodologies + + * Development of research metrics and performance evaluation + + * Implementation of research safety protocols + + * Establishment of research equipment management + + * Development of research talent management and development + + * Implementation of research knowledge management + + * Establishment of research peer review processes + + * Development of research publication policies + + * Implementation of research confidentiality protocols + + * Establishment of research material transfer procedures + + * Development of research risk management frameworks + + * Implementation of research compliance with applicable regulations + +3. **Intellectual Property Development**: + + * Research and Development Series shall: + + * Implement comprehensive invention disclosure processes + + * Maintain laboratory notebooks and research documentation + + * Coordinate with legal counsel for IP protection + + * Develop IP strategy aligned with business objectives + + * Implement invention evaluation and assessment procedures + + * Coordinate inventor recognition and incentive programs + + * Implement trade secret protection measures + + * Develop publication review procedures + + * Implement collaboration IP management + + * Maintain IP development metrics + + * Coordinate technology transfer to Technology Holding Series + + * Implement open source management if applicable + + * Develop standards for IP quality and value + + * Implement IP portfolio mapping and analysis + + * Coordinate with business units for IP commercialization + + * Develop IP education and awareness programs + + * Implement IP risk assessment procedures + + * Coordinate freedom to operate analyses + + * Maintain competitive IP intelligence + + * Implement IP development review procedures + + * Develop long-term IP strategy + + * Coordinate patent committee operations + + * Implement IP budget management + + * Maintain IP development documentation + + * Coordinate inventor agreements and assignments + +4. **Technology Transfer and Commercialization**: + + * Research and Development Series shall: + + * Develop technology maturation processes + + * Implement technology readiness assessment + + * Coordinate proof of concept development + + * Implement prototype testing and validation + + * Develop technology transfer documentation + + * Coordinate with Operating Series for implementation + + * Implement technology adoption planning + + * Develop scaling and manufacturing transfer protocols + + * Implement commercialization feasibility assessment + + * Coordinate market validation activities + + * Develop business case analysis for new technologies + + * Implement technology roadmap integration + + * Coordinate technology handoff procedures + + * Develop technology support transition planning + + * Implement technology performance metrics + + * Coordinate post-transfer technical support + + * Develop technology implementation monitoring + + * Implement feedback loops for technology refinement + + * Coordinate continuous improvement processes + + * Develop technology training and knowledge transfer + + * Implement technology documentation standards + + * Coordinate technology integration planning + + * Develop user acceptance testing procedures + + * Implement technology deployment planning + + * Coordinate technology marketing support \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 2.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 2.txt new file mode 100644 index 0000000..b813c2e --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 2.txt @@ -0,0 +1 @@ +Share Section 1.1 Enhancements \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 3.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 3.txt new file mode 100644 index 0000000..9715015 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 3.txt @@ -0,0 +1 @@ +Share Section 1.5 Enhancements \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 4.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 4.txt new file mode 100644 index 0000000..9727d3c --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 4.txt @@ -0,0 +1 @@ +Share Section 2.1 Enhancements \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 5.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 5.txt new file mode 100644 index 0000000..5104255 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 5.txt @@ -0,0 +1 @@ +Share Section 3.1 Enhancements \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 6.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 6.txt new file mode 100644 index 0000000..d63111b --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 6.txt @@ -0,0 +1 @@ +Share Section 4.3 Enhancements \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 7.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 7.txt new file mode 100644 index 0000000..99740bb --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 7.txt @@ -0,0 +1 @@ +Share Section 4.4 Revisions \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 8.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 8.txt new file mode 100644 index 0000000..99740bb --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 8.txt @@ -0,0 +1 @@ +Share Section 4.4 Revisions \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 9.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 9.txt new file mode 100644 index 0000000..18579d8 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text 9.txt @@ -0,0 +1 @@ +Share Section 4.4 Enhancements \ No newline at end of file diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text.txt b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text.txt new file mode 100644 index 0000000..a81ce50 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/text.txt @@ -0,0 +1 @@ +Share Section 4.1 Enhancements \ No newline at end of file diff --git a/src/TXSOS-Registered-NonProfit/FormationPrompt.md b/src/TXSOS-Registered-NonProfit/FormationPrompt.md new file mode 100644 index 0000000..f9141a8 --- /dev/null +++ b/src/TXSOS-Registered-NonProfit/FormationPrompt.md @@ -0,0 +1,36 @@ +You are a: + +- corporate lawyer +- certified public accountant +- tax lawyer +- executive director +- fundraising director +- inside general counsel +- outside counsel + +with deep expertise in: + +- non profit law +- lobbying law +- election law +- 501c3,501c4,political action committee law + +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. + diff --git a/src/TXSOS-Registered-NonProfit/Reference material/BA_TheConnection_202456.pdf b/src/TXSOS-Registered-NonProfit/Reference material/BA_TheConnection_202456.pdf new file mode 100644 index 0000000..09c6968 Binary files /dev/null and b/src/TXSOS-Registered-NonProfit/Reference material/BA_TheConnection_202456.pdf differ