diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index a63730f..bc6c6a3 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -623,19 +623,129 @@ In this Agreement, unless the context clearly requires otherwise: 28. In determining the applicability of any threshold, limit, or exception in this Agreement, all related series, Members, transactions, or events shall be aggregated when required by the context or purpose of such threshold, limit, or exception. -### Section 2.3 - Schedules +## Section 2.3 - Schedules + +### 2.3.1 - Schedule Incorporation The following schedules are attached to and incorporated into this Agreement: -1. Schedule A: Detailed description of IT Services provided by Known Element Enterprises -2. Schedule B: Detailed description of Transaction and Treasury Services provided by The Campus Trading Company -3. Schedule C: Organizational chart of TSYS Group entities -4. Schedule D: List of permanently established series -5. Schedule E: Governance structure diagram -6. Schedule F: Required securities law legends and notices -7. Schedule G: Service Level Agreement (SLA) requirements and templates -8. Schedule H: Dispute resolution procedures +1. **Schedule A: IT Services** - Detailed description of IT Services provided by Known Element Enterprises, including service categories, performance metrics, response time requirements, availability standards, security requirements, pricing structure, and escalation procedures. +2. **Schedule B: Transaction and Treasury Services** - Detailed description of Transaction and Treasury Services provided by The Campus Trading Company, including banking services, payment processing, cash management, financial controls, reporting standards, fee structures, and treasury management protocols. + +3. **Schedule C: Organizational Structure** - Organizational chart of TSYS Group entities, depicting hierarchical relationships, reporting lines, governance connections, and entity classifications. + +4. **Schedule D: Established Series** - Comprehensive list of permanently established series, including their type classifications, business purposes, key personnel, and special status designations. + +5. **Schedule E: Governance Structure** - Governance structure diagram illustrating Board and committee relationships, sociocratic circles, decision-making pathways, and delegation of authority. + +6. **Schedule F: Securities Notices** - Required securities law legends and notices, including state-specific requirements, offering disclosure templates, and investor qualification documentation. + +7. **Schedule G: SLA Requirements** - Service Level Agreement (SLA) requirements and templates, establishing minimum standards for internal service providers, performance metrics, and remediation procedures. + +8. **Schedule H: Dispute Resolution** - Dispute resolution procedures, including mediation requirements, arbitration protocols, and special provisions for emergency situations and transition-period disputes. + +### 2.3.2 - Schedule Status and Amendments + +1. **Legal Status**: All Schedules constitute integral parts of this Agreement and shall have the same legal force and effect as if fully set forth in the main body of this Agreement. + +2. **Amendment Process**: Schedules may be amended as follows: + + * **Schedule A and B**: May be amended by a two-thirds majority vote of the Technology Oversight Committee, with notice to all series. + + * **Schedule C and E**: May be amended by the Board to reflect organizational changes, with notice to all series. + + * **Schedule D**: May be amended by the Company Committee to reflect the addition or removal of series in accordance with this Agreement. + + * **Schedule F**: May be amended by the Company Committee upon advice of legal counsel to ensure compliance with applicable securities laws. + + * **Schedule G**: May be amended by joint action of the Technology Oversight Committee and the Company Committee. + + * **Schedule H**: May be amended only by the same process required to amend the main body of this Agreement. + +3. **Amendment Documentation**: All Schedule amendments shall be: + + * Documented in writing + + * Dated and sequentially numbered + + * Maintained in the electronic records system + + * Distributed to all affected series within 5 business days of adoption + + * Accompanied by a summary of changes + +### 2.3.3 - Schedule Access and Maintenance + +1. **Electronic Access**: All Schedules shall be maintained in the electronic records system and shall be accessible to: + + * All Members of all series + + * The Board and all committees + + * Officers and authorized representatives of the Company and all series + + * Professional advisors as needed for the performance of their duties + +2. **Version Control**: The Company shall maintain: + + * Complete historical versions of all Schedules + + * A log of all changes, including the date, nature, and authorization of each change + + * Clear identification of the current effective version + +3. **Periodic Review**: Each Schedule shall be reviewed for accuracy and relevance: + + * At least annually + + * Upon any material change in Company structure or operations + + * As required by the Board or any responsible committee + +### 2.3.4 - Schedule Interpretation and Conflicts + +1. **Interpretation Principles**: Schedules shall be interpreted in accordance with: + + * The interpretation provisions of Section 2.2 + + * The specific context and purpose of each Schedule + + * The expertise of the committee or body primarily responsible for the Schedule subject matter + +2. **Conflict Resolution**: In case of any conflict: + + * As stated in Section 2.2(9), the provisions of the main Agreement shall control over any Schedule + + * Among Schedules, the more specific provision shall control over the more general + + * The Company Committee shall have authority to resolve any interpretive conflicts between Schedules + +3. **Expert Consultation**: For technical matters in Schedules A, B, or G, the Technology Oversight Committee’s interpretation shall be given substantial weight. + +### 2.3.5 - Additional Schedules + +1. **Future Schedules**: The Board may adopt additional lettered Schedules (I, J, K, etc.) as necessary to: + + * Address new operational requirements + + * Implement additional governance structures + + * Document evolving compliance obligations + + * Establish new service standards + +2. **Adoption Process**: Additional Schedules shall be adopted by: + + * Board approval + + * Written notification to all series + + * Incorporation by reference through a formal amendment to this Section 2.3 + + * Maintenance in the electronic records system + +3. **Interim Appendices**: Between formal amendments, the Board may establish interim appendices to existing Schedules that shall have the same effect as the Schedules to which they are appended. ## ARTICLE 3 - MANDATORY OPERATIONAL REQUIREMENTS