more of the same

src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md

@@ -24,12 +24,11 @@ This Amended and Restated Operating Agreement (the "Agreement") supersedes and r
 The Member desires to amend and restate the Prior Agreement to:
 
 - implement mandatory service provider requirements,
-- establish the governance structure under the TSYS Group Board of Directors.
+- establish the governance structure under the Board.
 - adopt sociocratic principles 
 - Specify the LLC and its series does not grant any capital interests and does not maintain capital accounts
-- Specify that instead of capital accounts and interests , this LLC and its series uses profit interests exclusively. 
-- establish profits interests within the fairshares model 
-- establish a two class system for fairshares profits interests 
+- Specify that instead of capital accounts and interests , the series of this LLC uses profit interests exclusively. 
+- establish a mandatory three class system for profit interests at a minimum for all series
 - reaffirm and reestablish the authority for the creation of operating entities series
 - establish the authority for the creation of asset holding, non operational entities series
 - establish the authority for the creation of subsidiary semi autonomous  Cell entities series
@@ -43,8 +42,6 @@ Upon execution of this Agreement:
 - All rights and obligations under the Prior Agreement shall terminate.
 
 - All previous written and verbal agreements, understandings, contracts, and commitments of any kind made by or on behalf of:
-  - TSYS Group
-  - TSYS
   - Charles Wyble
   - Turnkey Network Systems LLC
   - Turnkey Network Systems Partnership
@@ -130,9 +127,7 @@ other digital formats approved by the Company Committee.
 
 11. **The Campus Trading Company**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group.
 
-12. **TSYS Group**: Turnkey Network Systems LLC , series of Turnkey Network Systems LLC and affiliated stand alone legal entities (both for profit and non profit) (Side Door Group INC, Side Door Solutions Group INC, Americans For A Better Network INC, RackRental.net Operating Company LLC, Suborbital Systems Development Company LLC).
-
-13. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, including:
+12. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, including:
     - Payment Processing:
       - Electronic funds transfers (ACH, wire, SWIFT)
       - Credit and debit card processing
@@ -593,9 +588,14 @@ WFO Group and it’s subsidiary series is the private, multi family, multi state
 
 WFO Group (and/or the relevant series of WFO Group) will only hold Class B Profit Interests in various Company series. This is to ensure WFO remains funded from proceeds of various Company series it’s a member of and is able to carry out its various missions (charity work, supporting foundations etc) without disruption long after Charles Wyble and Patti Wyble have passed away. It ensures a clean separation of concerns between the family wealth/personal affairs of the founders and the operations and management of the Company and its series. 
   
-WFO Group and it’s relevant subsidiaries permanently and irrevocably delegates control of the Company and the permanent Company series it’s the sole member of (KNEL/TheCampus/RWSCP/REDWFO and/or subsidiaries thereof) to the Company Board/committees, and the Company COO. 
+WFO Group and/or it’s relevant subsidiaries permanently and irrevocably delegate control of:
 
-WFO Group and WFO Group Management Company delegates their operational authority to :
+   -  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. 
+
+WFO Group and WFO Group Management Company permanently and irrevocalby delegate their operational authority to :
 
 -   Charles Wyble and Patti Wyble
 -   the Charles Wyble And Patti Wyble Living Trust
@@ -606,11 +606,29 @@ WFO Group and all of it’s subsidiaries shall:
 - Operate independently of the Company Board and its committees. WFO Group will have its own Cell Board with 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 to approve.
-- Not be subject to Company Committee oversight.
+- Not be subject to Company Committee or Company Board oversight.
+- Utilize KNEL/TheCampus systems like all other series.
+- May have it’s own banking relationships
+- May receive external capital directly from Charles Wyble and Patti Wyble and/or The Charles Wyble and Patti Wyble Living Trust. 
  
 
 #### Section 4.6.3.2 - Redwood Family Office Group (Cell) (series) LLC (aka REDWFO)
 
+REDWFO and it’s subsidiary series is the public, multi series, multi party, multi stakeholder family office LLC for Company stakeholders. It has a broad mandate to maximize benefit for all of its members. Providing top tier benefits package for all Company stakeholders that elect to utilize its offerings. 
+
+As such, REDWFO is setup as a kind of… adversarial / balancing entity to the Board and Founder/Investor class members. In most organizations, benefits are seen as a “cost of doing business” and are begrudgingly granted to “employees”. Of course, no concept of employee exists anywhere in TSYS Group. As we all know, employment is a joke, designed to make other people rich. 
+
+Much more about REDWFO will be forthcoming in its operating agreement, website, plan etc. This is not the medium to expound on it.
+
+REDWFO and all of it’s subsidiaries shall:
+
+- Operate independently of the Company Board and its committees. REDWFO will have its own Cell Board with 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 to approve.
+- Be subject to minimal Company Committee oversight for compliance.
+- May establish it’s own COO and other officers
+- Utilize KNEL/TheCampus systems like all other series.
+ 
 
 #### 4.6.4 - Operating Series Governance
 
@@ -644,84 +662,88 @@ These series shall:
 
 * Regularly adjust pricing to maintain cost-only status
 
-#### Section 4.6.6 - Series Membership
+## ARTICLE 5 - MEMBERSHIP INTEREST CLASSIFICATIONS
 
-1. Wyble Family Office (cell series) LLC:
-
-* Sole Member: Charles Wyble And Patti Wyble Living Trust
-* Membership Interest: 100%
-* Distribution Rights: 100%
-
-2. Redwood Family Office (cell series) LLC:
-
-* Sole Member: Turnkey Network Systems LLC - Wyble Family Office (cell series) LLC
-* Membership Interest: 100%
-* Distribution Rights: 100%
-
-3\. Known Element Enterprises (series) LLC:
-
-* Sole Member: Turnkey Network Systems LLC - Wyble Family Office (cell series) LLC
-* Membership Interest: 100%
-* Distribution Rights: 100%
-
-4\. The Campus Trading Company (series) LLC:
-
-* Sole Member: Turnkey Network Systems LLC - Wyble Family Office (cell series) LLC
-* Membership Interest: 100%
-* Distribution Rights: 100%
-
-
-## ARTICLE 4A - MEMBERSHIP INTEREST CLASSIFICATIONS
-
-### Section 4A.1 - Membership Interest Class Structure
+### Section 5.1 - Membership Interest Class Structure
 
 1. **Membership Interest Classes**:
-   - All membership interests in any series shall be divided into two classes:
+ 
+   - All membership interests in any series shall be divided into (at least these) three classes:
+ 
      - Class A Membership Interests (“Regular Members”)
-     - Class B Membership Interests (“Involuntary Members”)
+     - Class B Membership Interests (“Economic Interest Members”)
+     - Class C Membership Interests (“Involuntary Members”)
 
 2. **Purpose of Classification**:
+ 
    - This class structure is established to protect the integrity of the Company and its series
    - The structure prevents members from being forced into unwanted business relationships with creditors, ex-spouses, or other parties who may acquire interests through involuntary transfers
    - This classification system ensures operational continuity and prevents dissolution or asset liquidation by involuntary members
 
-### Section 4A.2 - Class A Membership Interests (Regular Members)
+### Section 5.2 - Class A Membership Interests (Regular Members)
 
 1. **Definition and Qualification**:
-   - Class A Members are individuals or entities who have acquired their membership interests through:
-     - Initial capital contributions
-     - Voluntary transfers approved by the applicable governing body
-     - Issuance of new membership interests with proper approval
-     - Any other voluntary, approved method of acquisition
+ 
+   - Class A Members are individuals who have acquired their membership interests through:
+ 
+     - Issuance of new membership interests with proper approval by series members and the Board.
  
 2. **Rights and Privileges**:
+ 
    - Full voting rights on all matters requiring member approval
    - Right to participate in governance and decision-making
-   - Right to serve on boards, committees, and in circles
+   - Right to serve in circles
+   - Right to participate in Board meetings 
    - Right to receive distributions as determined by the applicable series
    - Right to access books and records
    - Right to participate in meetings and consent processes
    - All other rights granted to members under this Agreement and applicable series agreements
 
 3. **Transfer Restrictions**:
-   - Transfers of Class A interests shall be subject to approval requirements
-   - Transfers may be subject to rights of first refusal
-   - All transfers must comply with securities laws and this Agreement
-   - Involuntary transfers shall result in automatic conversion to Class B interests
 
-### Section 4A.3 - Class B Membership Interests (Involuntary Members)
+   - As specified in the relevant series operating agreement. 
+   - All transfers must comply with securities laws and this Agreement
+   - Involuntary transfers shall result in automatic conversion to Class C interests
+
+### Section 5.3 - Class B Membership Interests (Distribution Only )
 
 1. **Definition and Classification**:
-   - Class B Members are individuals or entities who have acquired their membership interests through:
+
+   - Class B Members are individuals or entities who have been granted only economic interest/distribution rights.
+
+2. **Limited Rights**:
+
+   - Right to receive distributions if and when declared (economic rights only)
+   - Right to receive financial reports and tax information necessary for tax reporting
+   - Right to transfer the Class B interest subject to the same restrictions and automatic conversion rules
+
+3. **Restrictions and Limitations**:
+   - No voting rights on any matter
+   - No right to participate in management or operations
+   - No right to participate in any company meetings
+   - No right to serve on boards, committees, or in circles
+   - No right to inspect books and records.
+   - No right to initiate dissolution, liquidation, or asset sales
+   - No right to force distributions
+   - No right to participate in discussions at meetings
+   - No right to approve or object to company actions
+   
+
+### Section 5.4 - Class C Membership Interests (Involuntary Members)
+
+1. **Definition and Classification**:
+   - Class C Members are individuals or entities who have acquired their membership interests through:
+ 
      - Court judgments or executions upon judgments
      - Assignments of membership interests in satisfaction of a debt
      - Charging orders
      - Contested divorce proceedings
      - Bankruptcy proceedings
      - Any other involuntary transfer mechanism
-   - Any Class A interest that is transferred through any of these mechanisms shall automatically convert to a Class B interest without further action required
+   - Any Class A or Class B interest that is transferred through any of these mechanisms shall automatically convert to a Class C interest without further action required
 
 2. **Limited Rights**:
+ 
    - Right to receive notices of meetings
    - Right to attend meetings as observers only
    - Right to receive distributions if and when declared (economic rights only)
@@ -738,10 +760,12 @@ These series shall:
    - No right to participate in discussions at meetings
    - No right to approve or object to company actions
 
-### Section 4A.4 - Automatic Conversion Provisions
+### Section 5.5 - Automatic Conversion Provisions
+
+1. **Conversion from Class A or B to Class C**:
  
-1. **Conversion from Class A to Class B**:
    - Conversion shall occur automatically and immediately upon:
+ 
      - Service of a charging order
      - Entry of a judgment affecting the membership interest
      - Filing of divorce proceedings where the membership interest is contested
@@ -750,15 +774,17 @@ These series shall:
      - Any other event resulting in involuntary transfer
 
 2. **Documentation of Conversion**:
+ 
    - The Company Committee shall document the conversion in the electronic records
    - Notice of conversion shall be provided to the affected parties
    - New electronic certificates shall be issued reflecting the Class B status
 
-3. **No Conversion from Class B to Class A**:
-   - Class B interests shall not be convertible back to Class A interests
+3. **No Conversion from Class C or B to Class A**:
+ 
+   - Class C or B interests shall not be convertible back to Class A interests. 
    - The only method to regain Class A status is through a new, voluntary acquisition approved by the applicable governing body
 
-### Section 4A.5 - Transfer and Assignment Restrictions
+### Section 5.6 - Transfer and Assignment Restrictions
 
 1. **Comprehensive Transfer Restrictions**:
    - All transfers, whether voluntary or involuntary, are subject to the restrictions in this Article
@@ -778,15 +804,17 @@ These series shall:
      - Creditor claims against their membership interest
      - Any other event that could trigger conversion to Class B status
 
-### Section 4A.6 - Documentation and Certificates
+### Section 5.7 - Documentation and Certificates
 
 1. **Electronic Certificates**:
+ 
    - All membership interests shall be evidenced by electronic certificates
-   - Certificates shall clearly indicate Class A or Class B status
+   - Certificates shall clearly indicate Class A or Class B or Class C status
    - Certificates shall contain appropriate restrictive legends
    - Certificates shall be maintained in accordance with Section 3.2
 
 2. **Certificate Requirements**:
+ 
    - Each certificate shall include:
      - Series identification
      - Class identification
@@ -795,23 +823,25 @@ These series shall:
      - Issue date
      - Reference to governing agreements
      - Required securities law legends
-     - Class B limitations (for Class B certificates)
+     - Class B or C limitations (for Class B or C certificates)
 
-### Section 4A.7 - Implementation
+### Section 5.8 - Implementation
 
 1. **Existing Membership Interests**:
+ 
    - All existing membership interests shall be classified as Class A interests unless conditions for Class B status already exist
    - Classification shall be determined by the Company Committee
    - Holders of existing membership interests shall be notified of classification
    - New certificates shall be issued reflecting classifications within 90 days
 
 2. **New Issuances**:
+ 
    - All new membership interests issued after the effective date of this Amendment shall be issued as Class A interests unless conditions for Class B status exist
    - No unclassified membership interests may be issued
 
-## ARTICLE 5 - COMPANY RESTRICTIONS
+## ARTICLE 6 - COMPANY RESTRICTIONS
 
-### Section 5.1 - Company Membership and Prohibited Activities
+### Section 6.1 - Company Membership and Prohibited Activities
 
 1. Company Membership:
 
@@ -831,7 +861,7 @@ These series shall:
 - Merge with any other entity
 - Dissolve or terminate its existence
 
-### Section 5.2 - Administrative Assets
+### Section 6.2 - Administrative Assets
 
 The Company may maintain only those assets necessary for series administration, including:
 
@@ -839,9 +869,9 @@ The Company may maintain only those assets necessary for series administration,
 - Records and filing systems
 - Administrative support systems
 
-## ARTICLE 6 - GOVERNANCE STRUCTURE
+## ARTICLE 7 - GOVERNANCE STRUCTURE
 
-### Section 6.1 - TSYS Group Board
+### Section 7.1 - TSYS Group Board
 
 1. The TSYS Group Board of Directors shall:
 
@@ -974,7 +1004,7 @@ The Company may maintain only those assets necessary for series administration,
    - No financial remuneration for board or committee roles
    - Reimbursement of pre-approved, reasonable expenses permitted
 
-### Section 6.2 - Conflict of Interest and Independence Protocols
+### Section 7.2 - Conflict of Interest and Independence Protocols
 
 1. Conflict of Interest Prevention: a. **Mandatory Disclosure**:
 
@@ -1010,7 +1040,7 @@ The Company may maintain only those assets necessary for series administration,
    - Structured appeal and review mechanism
    - Preservation of organizational integrity
 
-### Section 6.3 - Company Committee
+### Section 7.3 - Company Committee
 
 1. Composition:
    - The Company Committee shall consist of no fewer than three (3) and no more than seven (7) independent directors
@@ -1036,7 +1066,7 @@ The Company may maintain only those assets necessary for series administration,
    - Elections shall be held annually for expiring positions
    - No director may serve more than three consecutive terms
 
-### Section 6.4 - Director Independence
+### Section 7.4 - Director Independence
 
 ### 1. Independence Requirements
 
@@ -1122,7 +1152,7 @@ b. Directors shall:
 * Provide requested documentation
 * Maintain accurate records of all relationships
 
-### Section 6.4 - Independence Violations
+### Section 7.5- Independence Violations
 
 1. Any violation of independence requirements results in immediate removal from the Company Committee.
 
@@ -1130,7 +1160,7 @@ b. Directors shall:
 
 3. The TSYS Group Board, through its Compliance Committee, shall investigate independence challenges and issue written findings within 30 days.
 
-### Section 6.5 - Committee Meetings
+### Section 7.6 - Committee Meetings
 
 1. Regular Meetings:
    - The Company Committee shall meet at least quarterly
@@ -1148,7 +1178,7 @@ b. Directors shall:
    - Each member has one vote
    - No proxy voting permitted
 
-### Section 6.6 - Reporting Requirements
+### Section 7.7 - Reporting Requirements
 
 1. The Company Committee shall provide:
    - Monthly reports to the TSYS Group Board
@@ -1163,9 +1193,8 @@ b. Directors shall:
    - Material changes or events
    - Other information as required by the Board
    
-## Section 6A SOCIOCRATIC GOVERNANCE STRUCTURE
 
-### Section 6A.1 - Sociocratic Principles
+### Section 7.8 - Sociocratic Principles
 
 The Company hereby adopts sociocratic governance principles to complement the existing governance structure. These principles shall be implemented as follows:
 
@@ -1193,7 +1222,7 @@ The Company hereby adopts sociocratic governance principles to complement the ex
    - Nominations and objections shall be discussed openly
    - Elections shall be conducted by consent
 
-### Section 6A.2 - Circle Structure
+### Section 7.9 Circle Structure
 
 1. **General Circle (TSYS Group Board)**:
    - Highest governance circle
@@ -1215,7 +1244,7 @@ The Company hereby adopts sociocratic governance principles to complement the ex
    - Subcircles shall be double-linked to their parent circle
    - Subcircles shall have defined aims and domains
 
-### Section 6A.3 - Circle Operations
+### Section 7.10 - Circle Operations
 
 1. **Circle Meetings**:
    - Shall include opening round, administrative matters, agenda items, and closing round
@@ -1234,7 +1263,7 @@ The Company hereby adopts sociocratic governance principles to complement the ex
    - Decisions shall be policy-based rather than case-by-case
    - Operational decisions within policy may be made by role-holders
 
-### Section 6A.4 - Integration with Existing Governance
+### Section 7.11 - Integration with Existing Governance
 
 1. **Board and Committee Structure**:
    - The TSYS Group Board and its committees shall maintain their structure as defined in Article 6
@@ -1245,13 +1274,13 @@ The Company hereby adopts sociocratic governance principles to complement the ex
    - Circles must operate within the parameters established by this Agreement
    - Sociocratic governance does not override mandatory service provider or operational requirements
 
-## ARTICLE 7 - PERPETUAL EXISTENCE
+## ARTICLE 8 - PERPETUAL EXISTENCE
 
-### Section 7.1 - Duration
+### Section 8.1 - Duration
 
-The Company shall continue in perpetuity unless dissolved in accordance with Section 7.2 of this Agreement.
+The Company shall continue in perpetuity unless dissolved in accordance with Section 8.2 of this Agreement.
 
-### Section 7.2 - Dissolution Limitations
+### Section 8.2 - Dissolution Limitations
 
 The Company may be dissolved only under the following circumstances:
 
@@ -1265,7 +1294,7 @@ The Company may be dissolved only under the following circumstances:
    * All members of the Company Committee
    * The TSYS Group Board of Directors
 
-### Section 7.3 - Effect of Dissolution Events
+### Section 8.3 - Effect of Dissolution Events
 
 The occurrence of any of the following events shall NOT result in the dissolution of the Company:
 
@@ -1278,9 +1307,9 @@ The occurrence of any of the following events shall NOT result in the dissolutio
 7. Merger, acquisition, or reorganization of any series;
 8. Any event that would otherwise trigger dissolution under default provisions of the Texas Business Organizations Code, to the extent such provisions may be overridden.
 
-### Section 7.4 - Dissolution Process
+### Section 8.4 - Dissolution Process
 
-In the event of a permitted dissolution under Section 7.2:
+In the event of a permitted dissolution under Section 8.2:
 
 1. Winding Up:
 
@@ -1306,9 +1335,9 @@ In the event of a permitted dissolution under Section 7.2:
    * Series may continue operations independently post-dissolution
    * Series may reorganize under new master LLC structure
 
-### Section 7.5 - Dissolution Restrictions
+### Section 8.5 - Dissolution Restrictions
 
-Notwithstanding the permitted dissolution events in Section 7.2:
+Notwithstanding the permitted dissolution events in Section 8.2:
 
 1. No dissolution shall be permitted if it would:
 
@@ -1321,7 +1350,7 @@ Notwithstanding the permitted dissolution events in Section 7.2:
 
 2. Any attempted dissolution in violation of these restrictions shall be void.
 
-### Section 7.6 - Survival Provisions
+### Section 8.6 - Survival Provisions
 
 The following provisions shall survive any dissolution of the Company:
 
@@ -1333,7 +1362,7 @@ The following provisions shall survive any dissolution of the Company:
 6. Asset protection measures
 7. All provisions necessary to implement an orderly wind-up
 
-### Section 7.7 - Series Rights Post-Dissolution
+### Section 8.7 - Series Rights Post-Dissolution
 
 Upon any permitted dissolution of the Company:
 
@@ -1354,13 +1383,13 @@ Upon any permitted dissolution of the Company:
    * Change its governance
 
 
-## ARTICLE 8 - SECURITIES LAW MATTERS AND RISK FACTORS
+## ARTICLE 9 - SECURITIES LAW MATTERS AND RISK FACTORS
 
-### Section 8.1 - Securities Law Disclaimer
+### Section 9.1 - Securities Law Disclaimer
 
 THE MEMBERSHIP INTERESTS IN ANY SERIES OF THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE MEMBERSHIP INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
 
-### Section 8.2 - Investment Risks
+### Section 9.2 - Investment Risks
 
 INVESTMENT IN ANY SERIES OF THE COMPANY INVOLVES SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO:
 
@@ -1378,7 +1407,7 @@ INVESTMENT IN ANY SERIES OF THE COMPANY INVOLVES SUBSTANTIAL RISKS, INCLUDING BU
 
 7. **Economic Risk**: THE SUCCESS OF ANY SERIES MAY BE AFFECTED BY GENERAL ECONOMIC CONDITIONS, INCLUDING INTEREST RATES, INFLATION RATES, AND GENERAL MARKET CONDITIONS.
 
-### Section 8.3 - Acknowledgment of Risk Factors
+### Section 9.3 - Acknowledgment of Risk Factors
 
 EACH SERIES MEMBER, BY EXECUTING THIS AGREEMENT OR A COUNTERPART HEREOF, ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THE RISK FACTORS SET FORTH IN THIS ARTICLE AND ACCEPT SUCH RISKS.