the march to 1.0

The core operating agreement is the root of the entire stack. Getting
it shipped is top priority!

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

@@ -66,18 +66,23 @@ For purposes of this Agreement, the following terms shall have the meanings spec
 
 3. **Company Committee**: The governing sub-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.
 
-4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company and a subsidiary entity within TSYS Group.
+4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company.
 
-5. **Electronic Records**: Digital documentation, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee.
+5. **Electronic Records**: Digital documentation, including but not limited to:
+   electronic signatures
+    digital certificates
+    blockchain records
+    cloud-based storage systems
+other digital formats approved by the Company Committee.
 
-**Independent Director**: A natural person serving on the Company Committee who must meet all of the following criteria:
+6. **Independent Director**: A natural person serving on the Company Committee who must meet 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 (see definition of "Immediate Family Members" below)
 * Has no material business relationship with any series (see definition of "Material Business Relationship" below)
 
-7. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including:
+7. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including (but not limited to):
    - Network Infrastructure:
      - Wide Area Network (WAN) and Local Area Network (LAN) management
      - Internet connectivity and bandwidth allocation
@@ -117,15 +122,15 @@ For purposes of this Agreement, the following terms shall have the meanings spec
      - Disaster recovery planning and implementation
      - Performance monitoring and optimization
 
-8. **Known Element Enterprises**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for the Company and its series.
+8. **Known Element Enterprises**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group.
 
 9. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601.
 
 10. **Series Member**: A person or entity holding a membership interest in a specific series.
 
-11. **The Campus Trading Company**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury operations for the Company and its series.
+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 and its affiliated stand alone legal entities and series of Turnkey Network Systems LLC.
+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:
     - Payment Processing:
@@ -179,9 +184,9 @@ For purposes of this Agreement, the following terms shall have the meanings spec
 
 The Company hereby establishes the following series as internal shared service providers:
 
-a. Known Element Enterprises (series) LLC shall serve as the Company's centralized information technology division, providing all IT services as defined in Section 2.1.
+a. Known Element Enterprises (series) LLC shall serve as the Company's centralized information technology division, providing all IT services as defined in Section 2.1.7.
 
-b. The Campus Trading Company (series) LLC shall serve as the Company's centralized treasury and transaction operations division, providing all transaction services as defined in Section 2.1.
+b. The Campus Trading Company (series) LLC shall serve as the Company's centralized treasury and transaction operations division, providing all transaction services as defined in Section 2.1.13.
 
 ### 2. Mandatory Use of Internal Services
 
@@ -193,6 +198,8 @@ b. Establish independent banking or treasury relationships
 
 c. Contract directly with external service providers for these functions
 
+Series may (and are encouraged to) establish series specific contract terms with Known Element Enterprise and The Campus Trading Company to meet the series unique needs.  
+
 ### 3. Service Division Operations
 
 a. Each service division shall:
@@ -248,7 +255,7 @@ All service division operations shall be documented in accordance with the elect
 
    - Corporate Records:
      - Articles of organization and amendments
-     - Operating agreements (master and series)
+     - Operating agreements (Company and series)
      - Board meeting minutes and resolutions
      - Series establishment documentation
      - Regulatory filings and correspondence
@@ -309,50 +316,30 @@ All service division operations shall be documented in accordance with the elect
      - Destruction procedures
      - Archive access controls
 
-### Section 3.3 - Mandatory Capital Requirements
+### Section 3.3 - Mandatory Capital Raising Requirements
 
-1. Capital Activities Restrictions: All series must exclusively utilize Redwood Springs Capital Partners LLC and/or its management series or subsidiary funds series for:
+1. Capital Activities Restrictions
+
+All series must exclusively utilize Redwood Springs Capital Partners Group LLC (via the appropriate series/fund as determined by the Board and Managing Partner) for:
 
    * All capital raising activities
-   * All formation capital activities
-   * All subsequent capital activities
    * Any external investment into a series
    * Any financing activities
    * Any capital restructuring
-   * Any other activities involving external capital
+   * Any activities involving external capital
 
-2. Capital Management Requirements:
+2. Capital Management Requirements
 
    * All capital transactions must be processed through The Campus Trading Company LLC systems
-   * All capital reporting must be conducted through The Campus Trading Company LLC systems
+   * Each series may deploy its capital as it determines appropriate, provided all transactions are executed and processed through The Campus Trading Company LLC systems
-   * Each series may invest its capital as it determines appropriate, provided all such investments are executed and processed through The Campus Trading Company LLC systems
-   * No series may engage external capital management services
 
-3. Prohibited Capital Activities: Series may not:
 
-   * Independently raise capital
+3. Prohibited Capital Activities
-   * Engage external capital management services
-   * Enter into independent financing arrangements
-   * Process capital transactions outside of The Campus Trading Company LLC systems
-   * Accept external investment without proper authorization through Redwood Springs Capital Partners LLC
 
-4. Compliance Requirements: All series must:
+Series may not
 
-   * Maintain detailed capital activity records
+   * Independently raise capital from sources other than Redwood Springs Capital Partners Group LLC
-   * Submit regular capital reports
+   * Accept capital from any source other than Redwood Springs Capital Partners Group LLC
-   * Obtain prior approval for capital activities
-   * Follow established capital procedures
-   * Adhere to capital compliance measures
-   * Participate in capital audits as required
-
-5. Capital Activity Documentation: All capital activities must be:
-
-   * Properly documented
-   * Electronically recorded
-   * Maintained in compliance with Section 3.2
-   * Available for audit
-   * Approved through proper channels
-   * Reported as required
 
 ## ARTICLE 4 - SERIES ESTABLISHMENT AND MAINTENANCE
 
@@ -373,7 +360,7 @@ All service division operations shall be documented in accordance with the elect
 
 3. Series Operating Agreement Flexibility:
 
-   - Series shall have broad latitude to establish their own operating parameters
+   - Series shall have broad latitude to establish their own operating parameters (within the broad parameters of this agreement) (we take a states rights approach for series of the Company).
    - Series may create unique governance structures
    - Series may set custom economic terms  
    - Series may establish specialized membership rights
@@ -401,24 +388,23 @@ All service division operations shall be documented in accordance with the elect
    * The assets, liabilities, obligations, and debts of each series are completely separate and distinct from all other series
    * No series shall have any claim, right, interest, obligation, duty, responsibility, or liability whatsoever in any other series
    * Each series operates as if it were a completely separate legal entity
-   * The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the company as a whole.
+   * The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the Company as a whole.
 
 2. Mandatory Separation:
 
    Each series shall maintain:
-- [ ] 
+   
-   * Completely independent books and records
+   * Completely independent books and records (provided via KNEL/TheCampus)
-   * Entirely separate bank accounts and financial systems
+   * Entirely separate bank accounts
    * Absolute separation of all assets and liabilities
    * Independent contracts and business relationships
    * Separate tax identification numbers and filings
-   * Distinct operational processes and procedures
+   * Distinct operational processes and procedures (other than utilizing KNEL/TheCampus provided systems)
 
 3. Prohibition on Cross-Series Activities:
 
    * No series may commingle any assets with any other series
    * No series may guarantee or secure the obligations of any other series
-   * No series may transfer assets to or from any other series except through documented arm's length transactions
    * No series may enter into any agreement that could create joint liability with any other series
    * No series may represent or imply any connection to or responsibility for any other series
 
@@ -462,6 +448,7 @@ All service division operations shall be documented in accordance with the elect
    - Manage series assets
    - Conduct series business activities
    - Make distributions
+   - Make investments
    - Admit new members (with Company Committee approval)
    - Take any other actions permitted by the series operating agreement
 
@@ -471,11 +458,10 @@ All service division operations shall be documented in accordance with the elect
 
    - Purpose and Limitations:
 
-     - May only own physical assets and real/intellectual property
+     - May only own physical assets, real property and intellectual property
-     - No operational capability except lease agreements
+     - No operational capability except usage agreements with appropriate series(s)
      - Cannot enter agreements with the Company
-     - Cannot enter agreements with outside entities
+     - Cannot enter agreements with any non TSYS Group entities
-     - Must lease assets exclusively to operating series
 
    - Asset Categories:
 
@@ -520,12 +506,11 @@ All service division operations shall be documented in accordance with the elect
    - Requires explicit Board approval for creation
    - Must file required notices with Texas Secretary of State
    - Must execute cell series operating agreement
-   - May establish independent board and/or board committee
 
 2. Cell Series Governance:
 
-   - May establish and maintain independent board
+   - May establish and maintain independent Series board
-   - May create specialized board committees
+   - May create specialized Company board committees
    - Independent governance structure from Company Committee
    - Must maintain compliance with Company requirements
 
@@ -556,29 +541,36 @@ All service division operations shall be documented in accordance with the elect
 6. Limitations:
 
    - Cannot override Company service provider requirements
-   - Must maintain electronic records
-   - Must follow all compliance measures
    - Subject to Company Committee oversight for overall compliance
 
 ### Section 4.6 - Permamently Established Series
 
-The following series are hereby established as permanent series of the Company:
+The following series are hereby established as permanent series LLC of the Company:
 
 #### 4.6.1 - Cell Series
 
-The following Cell Series are established:
+The following Cell Series (and subsidiaries) are forever established (they adopt this operating agreement until such time as they adopt their own):
 
-\* Turnkey Network Systems LLC - Wyble Family Office (cell series) LLC
+* Turnkey Network Systems LLC - Wyble Family Office Group (series) LLC
+* Turnkey Network Systems LLC - Wyble Family Office Group - TSYSMember (series) LLC
+* Turnkey Network Systems LLC - Wyble Family Office Group - REDWFOMember (series) LLC
+* Turnkey Network Systems LLC - Wyble Family Office Group - KNELMember (series) LLC
+* Turnkey Network Systems LLC - Wyble Family Office Group - TCTCMember (series) LLC
+
+* Turnkey Network Systems LLC - Redwood Family Office Group (series) LLC
+* Turnkey Network Systems LLC - Redwood Family Office Group - ManagementCo (series) LLC
+ 
+* Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (series) LLC
+* Turnkey Network Systems LLC - Redwood Springs Capital Partners Group - ManagementCo (series) LLC
 
-\* Turnkey Network Systems LLC - Redwood Family Office (cell series) LLC
 
 #### 4.6.2 - Operating Series
 
-The following operating series are established:
+The following operating series are forever established (they adopt this operating agreement until such time as they adopt their own):
 
-\* Turnkey Network Systems LLC - Known Element Enterprises (series) LLC
+* Turnkey Network Systems LLC - Known Element Enterprises (series) LLC
 
-\* Turnkey Network Systems LLC - The Campus Trading Company (series) LLC
+* Turnkey Network Systems LLC - The Campus Trading Company (series) LLC
 
 #### Section 4.6.3 - Series Restrictions and Governance
 
@@ -586,67 +578,64 @@ The following operating series are established:
 
 The following restrictions apply to all series established under Section 4.6.1 and 4.6.2 :
 
-\* Series may not be dissolved
+* Those series may not be dissolved
 
-\* No additional members may be added to any series
+* No additional members may be added to those series
 
-\* No members may be removed from any series
+* No members may be removed from those series
 
 - Cell Series Governance
 
-\* Wyble Family Office (cell series) LLC and Redwood Family Office (cell series) LLC shall:
+* Wyble Family Office Group (series) LLC and Redwood Family Office Group (series) LLC shall:
 
-  \* Operate independently of the TSYS Group Board governance
+  * Operate independently of the TSYS Group Board governance
 
-  \* Maintain their own governance structures
+  * Maintain their own governance structures
 
-  \* Have full authority to establish and govern their subsidiary series
+  * Have full authority to establish and govern their subsidiary series
 
-  \* Not be subject to Company Committee oversight
+  * Not be subject to Company Committee oversight
 
 #### 4.6.4 - Operating Series Governance
 
-\* Known Element Enterprises (series) LLC and The Campus Trading Company (series) LLC shall:
+* Known Element Enterprises (series) LLC and The Campus Trading Company (series) LLC shall:
 
-  \* Be governed solely by this Agreement
+   * Be subject to Company Committee oversight
-
+   * Establish their own operating agreements as soon as is practical (by April 15th 2025)
-  \* Not have separate operating agreements
-
-  \* Be subject to Company Committee oversight
 
 #### 4.6.5 - Cost-Only Operation Requirements
 
 The following series shall operate on a cost-only basis and shall not generate profit:
 
-\* Known Element Enterprises (series) LLC
+* Known Element Enterprises (series) LLC
 
-\* The Campus Trading Company (series) LLC
+* The Campus Trading Company (series) LLC
 
-\* Redwood Family Office (cell 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 it’s stakeholders) 
 
 These series shall:
 
-\* Operate solely to cover operational costs
+* Operate solely to cover operational costs
 
-\* Not markup services or products above cost
+* Not markup services or products above cost
 
-\* Not retain earnings beyond operational requirements
+* Not retain earnings beyond operational requirements
 
-\* Not make distributions of profit
+* Not make distributions of profit
 
-\* Maintain transparent cost accounting
+* Maintain transparent cost accounting
 
-\* Regularly adjust pricing to maintain cost-only status
+* Regularly adjust pricing to maintain cost-only status
 
 #### Section 4.6.6 - Series Membership
 
-1\. Wyble Family Office (cell series) LLC:
+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:
+2. Redwood Family Office (cell series) LLC:
 
 * Sole Member: Turnkey Network Systems LLC - Wyble Family Office (cell series) LLC
 * Membership Interest: 100%