diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index f5171e2..152e186 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -2422,138 +2422,392 @@ All records of the Company and its series shall be maintained exclusively in ele The following series are hereby established as permanent series of the Company. They shall adopt and operate under this Agreement until such time as they adopt their own series operating agreements consistent with this Agreement. 1. **Wyble Family Office Group Cell Series**: - a. Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC - b. Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ManagementCompany (series) LLC - c. Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ReachableCEOEnterprises (series) LLC - d. Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TSYSCompanyMember (series) LLC - e. Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - REDWFO-ManagementCo-Member (series) LLC - f. Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - RWSCP-ManagementCo-Member (series) LLC - g. Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - KNELMember (series) LLC - h. Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TCTCMember (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ManagementCompany (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ReachableCEOEnterprises (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TSYSCompanyMember (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - REDWFO-ManagementCo-Member (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - RWSCP-ManagementCo-Member (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - KNELMember (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TCTCMember (series) LLC 2. **Redwood Family Office Group Cell Series**: - a. Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC - b. Turnkey Network Systems LLC - Redwood Family Office Group (Cell) - ManagementCo (series) LLC + + * Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Redwood Family Office Group (Cell) - ManagementCo (series) LLC 3. **Redwood Springs Capital Partners Group Cell Series**: - a. Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC - b. Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) - ManagementCo (series) LLC + + * Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) - ManagementCo (series) LLC 4. **Operational Entities of the Company**: - a. Turnkey Network Systems LLC - Known Element Enterprises (series) LLC - b. Turnkey Network Systems LLC - The Campus Trading Company (series) LLC + + * Turnkey Network Systems LLC - Known Element Enterprises (series) LLC + + * Turnkey Network Systems LLC - The Campus Trading Company (series) LLC #### 4.6.2 - Permanent Series Restrictions and Governance 1. **General Series Restrictions**: The following restrictions apply to all series established under Section 4.6.1: - a. Those series may not be dissolved; - b. No additional members may be added to those series; and - c. No members may be removed from those series. + + * Those series may not be dissolved + + * No additional members may be added to those series + + * No members may be removed from those series + + * Their essential purpose and function may not be materially altered + + * Their governing structures must be maintained as specified in their respective series operating agreements + + * Their fundamental rights and obligations under this Agreement cannot be modified + + * They retain absolute priority in governance succession matters 2. **Modification Limitations**: The provisions of this Section 4.6 may not be: - a. Amended except with unanimous consent of all series members and the Board; - b. Overridden by any series operating agreement; or - c. Modified through any Board or committee action. + + * Amended except with unanimous consent of all series members and the Board + + * Overridden by any series operating agreement + + * Modified through any Board or committee action + + * Interpreted in a manner that would diminish the rights of permanent series + + * Circumvented through indirect means or restructuring + + * Subject to any waiver + +3. **Permanent Series Documentation**: + + * All permanent series shall maintain comprehensive documentation of their founding purpose + + * Special archiving requirements apply to permanent series governance records + + * Formal succession planning documentation must be maintained + + * Historical operation records must be preserved indefinitely + + * Documented rationale for all major decisions must be maintained #### 4.6.3 - Special Purpose Series Provisions ##### 4.6.3.1 - Wyble Family Office Group (Cell) (series) LLC (aka WFO Group) 1. **Purpose and Status**: WFO Group and its subsidiary series: - a. Is the private, multi-family, multi-state, multi-generational family office LLC of the Company founders (Charles Wyble and Patti Wyble); - b. Shall have no voting rights in the Company or its series (voting rights in Company operational series will be held directly by Charles Wyble and/or Patti Wyble); and - c. Will only hold Class B Profit Interests in various Company series. + + * Is the private, multi-family, multi-state, multi-generational family office LLC of the Company founders (Charles Wyble and Patti Wyble) + + * Shall have no voting rights in the Company or its series (voting rights in Company operational series will be held directly by Charles Wyble and/or Patti Wyble) + + * Will only hold Class B Profit Interests in various Company series + + * Serves as a centralized management entity for the founders’ interests + + * Functions as a legacy planning vehicle for intergenerational wealth transfer + + * Acts as a strategic holding company for founder investments + + * Maintains separate investment strategies from the Company’s operational focus 2. **Delegation of Control**: WFO Group and/or its relevant subsidiaries permanently and irrevocably delegate control of: - a. The Company; - b. The permanent Company series it’s the sole member of (KNEL/TheCampus/RWSCP/REDWFO and/or subsidiaries thereof); + + * The Company + + * The permanent Company series it’s the sole member of (KNEL/TheCampus/RWSCP/REDWFO and/or subsidiaries thereof) + to the relevant Board and/or officers as appropriate per the relevant operating agreement provisions. 3. **Operational Authority Delegation**: WFO Group and WFO Group Management Company permanently and irrevocably delegate their operational authority to: - a. Charles Wyble and Patti Wyble; - b. The Charles Wyble And Patti Wyble Living Trust; and - c. The WFO Group Board (which shall consist of Charles Wyble and Patti Wyble as founding members). + + * Charles Wyble and Patti Wyble + + * The Charles Wyble And Patti Wyble Living Trust + + * The WFO Group Board (which shall consist of Charles Wyble and Patti Wyble as founding members) + + * Such succession trustees or beneficiaries as may be designated in the WFO Group succession plan + + * Such professional advisors as may be appointed by the above parties 4. **Operational Independence**: WFO Group and all of its subsidiaries shall: - a. Operate independently of the Company Board and its committees, with its own Cell Board having full authority over WFO Group funds; - b. Maintain its own governance structure; - c. Have full authority to establish and govern its subsidiary series without needing the Company Board approval; - d. Not be subject to Company Committee or Company Board oversight; - e. Utilize KNEL/TheCampus systems like all other series; - f. May have its own banking relationships; and - g. May receive external capital directly from Charles Wyble and Patti Wyble and/or The Charles Wyble and Patti Wyble Living Trust. + + * Operate independently of the Company Board and its committees, with its own Cell Board having full authority over WFO Group funds + + * Maintain its own governance structure + + * Have full authority to establish and govern its subsidiary series without needing the Company Board approval + + * Not be subject to Company Committee or Company Board oversight + + * Utilize KNEL/TheCampus systems like all other series + + * May have its own banking relationships + + * May receive external capital directly from Charles Wyble and Patti Wyble and/or The Charles Wyble and Patti Wyble Living Trust + + * May establish its own investment policies and strategies + + * May engage professional advisors and service providers + + * May establish its own administrative systems in addition to KNEL/TheCampus systems + + * May create additional subsidiaries for specialized purposes + +5. **Succession Planning Provisions**: + + * WFO Group shall maintain a comprehensive succession plan + + * The succession plan shall be reviewed and updated annually + + * Succession events shall trigger predefined governance transitions + + * Successor training and development programs shall be established + + * Key documentation shall be maintained in secure repositories with appropriate access controls + + * Professional advisors shall be engaged to ensure succession planning effectiveness ##### 4.6.3.2 - Redwood Family Office Group (Cell) (series) LLC (aka REDWFO) 1. **Purpose and Status**: REDWFO and its subsidiary series: - a. Is the public, multi-series, multi-party, multi-stakeholder family office LLC for Company stakeholders; - b. Has a broad mandate to maximize benefit for all of its members; and - c. Provides top-tier benefits packages for all Company stakeholders that elect to utilize its offerings. + + * Is the public, multi-series, multi-party, multi-stakeholder family office LLC for Company stakeholders + + * Has a broad mandate to maximize benefit for all of its members + + * Provides top-tier benefits packages for all Company stakeholders that elect to utilize its offerings + + * Operates as a comprehensive wealth management platform + + * Facilitates collective investment opportunities for members + + * Provides financial education and planning resources + + * Negotiates group rates for insurance and other benefits + + * Coordinates philanthropic activities for members + + * Supports professional development for stakeholder families 2. **Balancing Role**: REDWFO is established as a balancing entity to the Board and Founder/Investor class members, recognizing that benefits are a core component of stakeholder value rather than merely a cost of doing business. 3. **Operational Independence**: REDWFO and all of its subsidiaries shall: - a. Operate independently of the Company Board and its committees, with its own Cell Board having full authority over REDWFO funds and operations; - b. Maintain its own governance structure; - c. Have full authority to establish and govern its subsidiary series without needing the Company Board approval; - d. Be subject to minimal Company Committee oversight for compliance; - e. May establish its own COO and other officers; - f. Utilize KNEL/TheCampus systems like all other series; and - g. Operate without generating profit, as specified in Section 4.6.5. + + * Operate independently of the Company Board and its committees, with its own Cell Board having full authority over REDWFO funds and operations + + * Maintain its own governance structure + + * Have full authority to establish and govern its subsidiary series without needing the Company Board approval + + * Be subject to minimal Company Committee oversight for compliance + + * May establish its own COO and other officers + + * Utilize KNEL/TheCampus systems like all other series + + * Operate without generating profit, as specified in Section 4.6.5 + + * Develop and implement a member-driven strategic plan + + * Establish objective metrics for measuring stakeholder benefit + + * Create transparent reporting structures for members + + * Implement feedback mechanisms for continuous improvement + +4. **Benefit Program Development**: + + * Annual assessment of stakeholder needs and preferences + + * Benchmarking against industry-leading benefit programs + + * Regular review and enhancement of benefit offerings + + * Customization options for members with diverse needs + + * Collective negotiation of benefit program terms + + * Focus on both financial and lifestyle benefits + + * Implementation of wellness and quality of life initiatives + +5. **Membership Structure**: + + * Eligibility criteria for various stakeholder categories + + * Differentiated benefit access based on role and tenure + + * Clearly defined rights and responsibilities of members + + * Structured onboarding process for new members + + * Regular member communication and education + + * Member advisory council with representative governance #### 4.6.4 - Operating Series Governance Known Element Enterprises (series) LLC and The Campus Trading Company (series) LLC shall: -1. Be subject to Board oversight; -2. Be subject to Company Committee and any other relevant Board committee oversight; -3. Establish their own operating agreements as soon as is practical; and -4. Operate in accordance with the service provider requirements established in Article 3. + +1. **Be subject to Board oversight** + +2. **Be subject to Company Committee and any other relevant Board committee oversight** + +3. **Establish their own operating agreements as soon as is practical** + +4. **Operate in accordance with the service provider requirements established in Article 3** + +5. **Implement specialized governance appropriate to their service functions**: + + * Establish technical advisory boards with domain expertise + + * Implement user feedback mechanisms from other series + + * Create service development roadmaps with stakeholder input + + * Establish transparent performance metrics + + * Develop formal service catalogs with defined SLAs + + * Implement change management processes + + * Conduct regular service reviews with all series + + * Establish clear escalation paths for service issues + +6. **Operational Requirements**: + + * Maintain comprehensive documentation of all systems and services + + * Implement robust quality assurance processes + + * Establish business continuity and disaster recovery capabilities + + * Conduct regular security assessments and remediations + + * Maintain required industry certifications + + * Provide regular training and professional development for staff + + * Establish knowledge management systems #### 4.6.5 - Cost-Only Operation Requirements 1. **Cost-Only Designation**: The following series shall operate on a cost-only basis and shall not generate profit: - a. Known Element Enterprises (series) LLC; - b. The Campus Trading Company (series) LLC; and - c. Redwood Family Office Group (series) LLC (any profit generated from investment shall be automatically invested back into itself to provide additional benefit to its stakeholders). + + * Known Element Enterprises (series) LLC + + * The Campus Trading Company (series) LLC + + * Redwood Family Office Group (series) LLC (any profit generated from investment shall be automatically invested back into itself to provide additional benefit to its stakeholders) 2. **Operational Requirements**: These cost-only series shall: - a. Operate solely to cover operational costs without markup; - b. Not markup services or products above cost; - c. Not retain earnings beyond operational requirements and reasonable reserves; - d. Not make distributions of profit; - e. Maintain transparent cost accounting with quarterly reporting; - f. Undergo annual cost audits by independent third parties; and - g. Regularly adjust pricing to maintain cost-only status. + + * Operate solely to cover operational costs without markup + + * Not markup services or products above cost + + * Not retain earnings beyond operational requirements and reasonable reserves + + * Not make distributions of profit + + * Maintain transparent cost accounting with quarterly reporting + + * Undergo annual cost audits by independent third parties + + * Regularly adjust pricing to maintain cost-only status + + * Implement efficiency improvements to reduce costs + + * Provide detailed cost breakdown to users + + * Benchmark costs against external providers annually 3. **Reserve Requirements**: Cost-only series may maintain reasonable reserves only for: - a. Equipment replacement and upgrades; + * Equipment replacement and upgrades - b. Facility maintenance and improvements; + * Facility maintenance and improvements - c. Emergency funds; + * Emergency funds - d. Research and development directly related to service improvements; and + * Research and development directly related to service improvements - e. Training and professional development for personnel. + * Training and professional development for personnel + + * Technology updates and enhancements + + * Compliance with regulatory requirements + + * Innovation initiatives with clear benefit to service users All reserves shall be: - f. Clearly documented in financial statements; + * Clearly documented in financial statements - g. Subject to annual review and approval by the Audit and Finance Committee; + * Subject to annual review and approval by the Audit and Finance Committee - h. Limited to a maximum of 15% of annual operating expenses unless specifically approved by the Board; + * Limited to a maximum of 15% of annual operating expenses unless specifically approved by the Board - i. Maintained in segregated accounts; and + * Maintained in segregated accounts - j. Reported quarterly to all service users with explanation of purpose and utilization plans. + * Reported quarterly to all service users with explanation of purpose and utilization plans + + * Subject to policy guidelines established by the Board + + * Invested in accordance with Board-approved investment policies 4. **Transparency Obligations**: Cost-only series must: - a. Provide detailed cost breakdowns to all service users; - b. Publish quarterly financial reports; - c. Make all financial records available for review by service users; and - d. Conduct annual town hall meetings to review finances with stakeholders. + + * Provide detailed cost breakdowns to all service users + + * Publish quarterly financial reports + + * Make all financial records available for review by service users + + * Conduct annual town hall meetings to review finances with stakeholders + + * Implement open-book management practices + + * Respond promptly to information requests + + * Provide advance notice of any significant cost changes + + * Document methodologies for cost allocation + + * Maintain historical cost data for trend analysis + + * Publish efficiency and cost-saving metrics + +5. **Financial Management Requirements**: + + * Implementation of zero-based budgeting processes + + * Regular cost optimization reviews + + * Formal approval process for significant expenditures + + * Documented procurement policies with competitive bidding + + * Regular vendor performance reviews + + * Implementation of efficiency metrics and targets + + * Continuous improvement initiatives focused on cost reduction + + * Technology assessment for cost-saving opportunities ## ARTICLE 5 - MEMBERSHIP INTEREST CLASSIFICATIONS