diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index d187187..627a4ff 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -1992,29 +1992,47 @@ g. Intellectual property related to Company identity and administration. ### 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 - - All Company Committee members must meet the Independent Director criteria defined in Article 2 - - Members shall be elected by a majority vote of all series members +1. **Composition**: -2. Powers and Duties: - - Direct oversight of the Company and its series - - Approval of new series establishment - - Enforcement of service provider requirements - - Monitoring compliance with this Agreement - - Regular reporting to the TSYS Group Board - - Coordinate with other Board committees regarding: - - Audit and financial matters - - Risk management - - Compliance and ethics - - Technology oversight - - Operational matters - - Other areas as defined in committee charters + a. The Company Committee shall consist of no fewer than three (3) and no more than seven (7) independent directors; + + b. All Company Committee members must meet the Independent Director criteria defined in Article 2; and + + c. Members shall be elected by a majority vote of all series members. -3. Term and Election: - - Directors shall serve two-year staggered terms - - Elections shall be held annually for expiring positions - - No director may serve more than three consecutive terms +2. **Powers and Duties**: + + a. Direct oversight of the Company and its series; + + b. Approval of new series establishment; + + c. Enforcement of service provider requirements; + + d. Monitoring compliance with this Agreement; + + e. Regular reporting to the TSYS Group Board; and + + f. Coordinate with other Board committees regarding: + + i. Audit and financial matters; + + ii. Risk management; + + iii. Compliance and ethics; + + iv. Technology oversight; + + v. Operational matters; and + + vi. Other areas as defined in committee charters. + +3. **Term and Election**: + + a. Directors shall serve two-year staggered terms; + + b. Elections shall be held annually for expiring positions; and + + c. No director may serve more than three consecutive terms. ### Section 7.4 - Director Independence @@ -2102,13 +2120,22 @@ b. Directors shall: * Provide requested documentation * Maintain accurate records of all relationships -### Section 7.5- Independence Violations +### Section 7.5 - Independence Violations 1. Any violation of independence requirements results in immediate removal from the Company Committee. -2. Series members may challenge a director's independence through written notice to the TSYS Group Board. +2. Series members may challenge a director’s independence through written notice to the TSYS Group Board. + +3. The TSYS Group Board, through its Compliance Committee, shall: + + a. Investigate independence challenges within five (5) business days of receipt; + + b. Issue written findings within 30 days; + + c. Maintain all investigation materials in the electronic records system; and + + d. Implement any required remedial actions within 15 days of findings. -3. The TSYS Group Board, through its Compliance Committee, shall investigate independence challenges and issue written findings within 30 days. ### Section 7.6 - Committee Meetings