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src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/2.0-README.md
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#Turn Net Systems LLC Operating Areement - 2.0
This is the 2.0 version of the Turn Net Systems LLC Operating Agreement.
key changes are
* the granting of profit interests instead of capital interests
* specifying oversight is via multiple Board committees instead of the entire Board
* allowing for "cells" or "super series" (such as HFNOC and Redwood) and allowing them broad latitude to select their operating terms
* allowing explicitly for holding shell companies

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# Amended and Restated Operating Agreement of Turnkey Network Systems LLC
## Table of Contents
- [Preamble](#preamble)
- [Definitions](#definitions)
- [Formation](#formation)
- [Purpose](#purpose)
- [Management and Governance](#management-and-governance)
- [Members and Ownership](#members-and-ownership)
- [Series LLC Provisions](#series-llc-provisions)
- [Standard Provisions](#standard-provisions)
- [Amendments](#amendments)
- [Acknowledgment and Execution](#acknowledgment-and-execution)
## Preamble
This Amended and Restated Operating Agreement ("Agreement") of **Turnkey Network Systems LLC** ("LLC"), a Texas Series Limited Liability Company, is entered into as of the Effective Date by the undersigned Members and supersedes all prior agreements, both verbal and written, concerning the subject matter hereof.
This Agreement is licensed under the **GNU Affero General Public License v3.0** ("AGPL v3.0"), except for the Distribution Table content, which is deemed confidential and proprietary.
## Definitions
- **LLC**: Turnkey Network Systems LLC.
- **Series**: Individual series under the LLC, including Known Element Enterprises LLC and Wyble Family Office LLC.
- **Management Company**: Known Element Enterprises LLC.
- **Member**: An individual or entity owning membership interests in a Series.
- **Subcommittee**: A governance body as described herein.
## Formation
The LLC was formed pursuant to the Texas Business Organizations Code and operates as a Texas Series LLC.
## Purpose
- The LLC and its Series are formed for the purposes defined by the Members and as permitted under Texas law.
- The LLC as a whole is part of **TSYS Group**, governed by an independent subcommittee.
## Management and Governance
- The LLC is member-managed at the Series level with governance provided by an elected Board.
- The Management Company for the LLC is **Known Element Enterprises LLC**, with a single member: **Wyble Family Office LLC**.
- The **Wyble Family Office LLC** has one member: **Charles Wyble and Patti Wyble Living Trust** with 100% distribution.
## Members and Ownership
The Members of each Series are listed below:
| Member Legal Name | Ownership Percentage |
|----------------------------------|-----------------------|
| Charles Wyble and Patti Wyble Trust | 100% |
## Series LLC Provisions
- Each Series may establish its own operating parameters provided they do not conflict with the LLC's overarching Agreement.
- This Agreement establishes:
- **Known Element Enterprises LLC** as a standard Series.
- **Wyble Family Office LLC** as a standard Series.
- The Series enters into a contract with **Known Element Enterprises LLC** for IT and business operations services.
## Standard Provisions
- This Agreement supersedes all prior agreements of **TSYS Group**, **TSYS**, **Turnkey Network Systems LLC**, and other related entities.
- All previous elected directors of Turnkey Network Systems LLC are abolished, and a new Board will be elected within 30 calendar days.
- This Agreement incorporates by reference all prior written Board decisions, accessible at [https://git.knownelement.com/tofix](https://git.knownelement.com/tofix).
## Amendments
This Agreement may be amended only by the written consent of all Members.
## Acknowledgment and Execution
Each Member acknowledges and agrees to the terms of this Agreement by signing below.
---
**Effective Date**: [Insert Date Here]
---

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#Turn Net Systems LLC Operating Areement - 2.0 design document
This is the design document for the 2.0 version of the Turn Net Systems LLC Operating Agreement.
key changes from 1.0 are
* the granting of profit interests instead of capital interests
* specifying oversight is via multiple Board committees instead of the entire Board
* allowing for “cells” or “super series” (such as HFNOC and Redwood) and allowing them broad latitude to select their operating terms
* allowing explicitly for holding shell companies
- Generate a markdown file for download - ensure it’s formatted properly to pass a markdown linter
- Do not output the markdown into the chat, generate a file for download.
- Ensure the file is fully generated before providing the download link.
- Use bulleted lists instead of comma separated lists
- Ensure all lists have a blank line before and after the first and last list element respectively
You are an expert in drafting LLC operating agreements in the state of Texas. You only write long form, comprehensive, detailed contracts. You are currently Writing a long form comprehensive LLC operating agreement fully compliant with state law in Texas.
The contract requirements are as follows:
- serve as a detailed and comprehensive overall LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
- serve as a detailed and comprehensive LLC operating agreement for the individual series of that overall LLC.
- allow for the establishment of regular series LLC entity and a cell that can contain sub series LLC entities
- Ensure a provision exists in the agreement for the establishment of series.
- Ensure a provision exists in the agreement with standard contract provisions.
- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations services and that any exceptions must be approved by the board.
- Specify that the content of the contract is licensed under the AGPL v3.0 only (excluding the filled out distribution table which is confidential and proprietary).
- nullifies all previous verbal and written agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship.
- States that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements are hereby null and void.
- Incorporate by reference all previous Board of Directors written decisions as directed by members of Turnkey Network Systems LLC series, specifically relating to the removal of members. Include a link to https://git.knownelement.com/tofix in that section.
- Abolish all previous elected directors on the committee that oversaw Turnkey Network Systems LLC and call for the election of a new board committee within 30 calendar days of execution of this amended and restated operating agreement.
- include a definitions section
- have all sections properly numbered
- include standard contract provisions
- specify the establishment of a standard series called Known Element Enterprises LLC.
- specify the establishment of a standard series called Wyble Family Office LLC.
- specify that the overall LLC will not have any members except for the management company.
- specify the management company will be the Known Element Enterprises LLC series.
- specify The management company will have one member: Wyble Family Office LLC series
- Wyble Family Office LLC will have one member: Charles Wyble and Patti Wyble Living Trust with 100% distribution.
- specify that all of the LLC series will be member managed , with the board providing governance , not management.
- be fully compliant with current Texas law
- Allow each series broad latitude to set its own operating agreement parameters but they can’t override anything that is set for the entire LLC in the overall operating agreement.
- The LLC as a whole will be part of an overall organization called TSYS Group. TSYS Group will have a board with sub committees. The LLC will be governed by a sub committee of independent directors elected by the members of all the series LLC.
- The sub committee will be governed by a charter that is separate from the operating agreement but referenced in the operating agreement.
- Include provisions for over riding every part of the relevant business organizations code as allowed by law.
- Specify that the series enters into a contract with Known Element Enterprises as the provider of IT and business operations services.
- Specify the series name as {{LLCSeriesName}} LLC.
- Include a markdown table with five rows and two columns. The first column name will be Member Legal Name and the second column name will be Ownership Percentage.
- The operating agreement will be for an individual series of a series LLC that is member managed and board governed.