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

@@ -1453,19 +1453,43 @@ Known Element Enterprises (series) LLC and The Campus Trading Company (series) L
 #### 5.2.3 - Obligations
 
 1. **Compliance Obligations**: Class A Members shall:
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    a. Comply with all provisions of this Agreement and the applicable series operating agreement;
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    b. Adhere to all policies and procedures established by the series and the Board;
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    c. Maintain the confidentiality of series information;
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    d. Discharge any fiduciary duties applicable to their role; and
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    e. Fulfill any other obligations specified in the applicable series operating agreement.
 
 2. **Notification Requirements**: Class A Members must immediately notify the series and the Company Committee of:
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    a. Any legal proceedings that may affect their membership interest;
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    b. Any bankruptcy proceedings;
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    c. Any divorce proceedings where the membership interest may be contested;
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    d. Any creditor claims against their membership interest; and
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    e. Any other event that could trigger conversion to Class C status under Section 5.5.
 
+3. **Conflict of Interest Obligations**: Class A Members shall:
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+   a. Disclose in writing all actual and potential conflicts of interest;
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+   b. Annually certify compliance with conflict of interest policies;
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+   c. Recuse themselves from voting on matters where they have a conflict;
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+   d. Not compete with the series or Company without prior written authorization;
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+   e. Not usurp business opportunities that should first be offered to the series; and
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+   f. Not use series property, information, or position for improper personal gain.
+
 ### Section 5.3 - Class B Membership Interests (Economic Interest Members)
 
 #### 5.3.1 - Definition and Classification