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

@@ -1202,73 +1202,183 @@ All records of the Company and its series shall be maintained exclusively in ele
 #### 4.1.1 - Series Establishment Requirements
 
 1. **Authorization Requirements**: New series may be established only upon:
-   a. Submission of a formal series establishment proposal to the Company Committee;
+
-   b. Approval by a majority vote of the Company Committee;
+   * Submission of a formal series establishment proposal to the Company Committee
-   c. Filing of required notices with the Texas Secretary of State;
+   
-   d. Execution of a series operating agreement; and
+   * Approval by a majority vote of the Company Committee
-   e. Compliance with all requirements set forth in this Section 4.1.
+   
+   * Filing of required notices with the Texas Secretary of State
+   
+   * Execution of a series operating agreement
+   
+   * Compliance with all requirements set forth in this Section 4.1
 
 2. **Series Establishment Proposal**: Any proposal for establishing a new series must include:
-   a. Proposed business purpose and scope of operations;
+
-   b. Three-year business plan with financial projections;
+   * Proposed business purpose and scope of operations
-   c. Management structure and key personnel;
+   
-   d. Initial members and proposed membership interests;
+   * Three-year business plan with financial projections
-   e. Draft series operating agreement;
+   
-   f. Risk assessment and mitigation strategy;
+   * Management structure and key personnel
-   g. Compliance plan for all mandatory requirements; and
+   
-   h. Integration strategy with existing TSYS Group entities.
+   * Initial members and proposed membership interests
+   
+   * Draft series operating agreement
+   
+   * Risk assessment and mitigation strategy
+   
+   * Compliance plan for all mandatory requirements
+   
+   * Integration strategy with existing TSYS Group entities
+   
+   * Detailed financial model with capitalization requirements
+   
+   * Market analysis and competitive landscape assessment
+   
+   * Exit strategy or long-term sustainability plan
 
 3. **Series Documentation Requirements**: Each series must maintain:
-   a. A series operating agreement executed by all initial members and the Company Committee;
+
-   b. A certificate of series filing with the Texas Secretary of State;
+   * A series operating agreement executed by all initial members and the Company Committee
-   c. A unique federal Employer Identification Number (EIN);
+   
-   d. Separate books and records as required by Section 3.2; and
+   * A certificate of series filing with the Texas Secretary of State
-   e. All registrations, licenses, and permits required for its business operations.
+   
+   * A unique federal Employer Identification Number (EIN)
+   
+   * Separate books and records as required by Section 3.2
+   
+   * All registrations, licenses, and permits required for its business operations
+   
+   * Compliance documentation for securities law requirements
+   
+   * Insurance coverage appropriate to the series’ activities
 
 #### 4.1.2 - Series Operating Agreement Requirements
 
 1. **Required Elements**: Each series operating agreement shall include provisions addressing:
-   a. Business purpose and operational scope;
+
-   b. Membership structure and classes;
+   * Business purpose and operational scope
-   c. Profit interest allocation and distribution;
+   
-   d. Governance structure and decision-making processes;
+   * Membership structure and classes
-   e. Management rights and responsibilities;
+   
-   f. Transfer restrictions;
+   * Profit interest allocation and distribution
-   g. Dispute resolution procedures;
+   
-   h. Term and dissolution provisions; and
+   * Governance structure and decision-making processes
-   i. Compliance with all mandatory Company requirements.
+   
+   * Management rights and responsibilities
+   
+   * Transfer restrictions
+   
+   * Dispute resolution procedures
+   
+   * Term and dissolution provisions
+   
+   * Compliance with all mandatory Company requirements
+   
+   * Capital call provisions and procedures
+   
+   * Valuation methodologies
+   
+   * Information rights
+   
+   * Non-competition and confidentiality provisions
 
 2. **Series Operating Agreement Flexibility**: Within the parameters established by this Agreement, series shall have broad latitude to establish:
-   a. Custom governance structures appropriate to their business needs;
+
-   b. Specialized profit interest allocation methodologies;
+   * Custom governance structures appropriate to their business needs
-   c. Unique membership qualifications and admission procedures;
+   
-   d. Industry-specific operational procedures and standards;
+   * Specialized profit interest allocation methodologies
-   e. Tailored distribution structures and timing; and
+   
-   f. Other provisions specific to their business purposes or investment objectives.
+   * Unique membership qualifications and admission procedures
+   
+   * Industry-specific operational procedures and standards
+   
+   * Tailored distribution structures and timing
+   
+   * Other provisions specific to their business purposes or investment objectives
 
 3. **Series Operating Agreement Limitations**: No series operating agreement may:
-   a. Override or conflict with any provision of this Agreement;
+
-   b. Alter the required service provider relationships established in Article 3;
+   * Override or conflict with any provision of this Agreement
-   c. Modify the electronic records requirements established in Section 3.2;
+   
-   d. Change the capital raising requirements established in Section 3.3;
+   * Alter the required service provider relationships established in Article 3
-   e. Eliminate or reduce Company-level compliance measures;
+   
-   f. Violate any securities laws or regulations; or
+   * Modify the electronic records requirements established in Section 3.2
-   g. Attempt to limit the isolation of series as provided in Section 4.2.
+   
+   * Change the capital raising requirements established in Section 3.3
+   
+   * Eliminate or reduce Company-level compliance measures
+   
+   * Violate any securities laws or regulations
+   
+   * Attempt to limit the isolation of series as provided in Section 4.2
+   
+   * Eliminate fiduciary duties to the extent non-waivable under Texas law
+   
+   * Create joint liability among series
 
 4. **Conflict Resolution**: Any provision in a series operating agreement that conflicts with this Agreement shall be void and unenforceable. In case of any ambiguity or dispute regarding potential conflicts, the Company Committee shall have final authority to interpret and resolve such conflicts.
 
+5. **Standard Template Requirements**: Each series operating agreement shall:
+
+   * Be based on standard templates approved by the Company Committee
+   
+   * Maintain consistent formatting and section numbering across all series
+   
+   * Include required legal disclosures and notices
+   
+   * Be reviewed by legal counsel prior to adoption
+   
+   * Be properly executed using the electronic signature system
+
 #### 4.1.3 - Series Amendment Process
 
 1. **Series Operating Agreement Amendments**: Any series operating agreement may be amended according to its own terms, provided that:
-   a. The amendment does not create a conflict with this Agreement;
+
-   b. Notice of the amendment is provided to the Company Committee within 10 business days;
+   * The amendment does not create a conflict with this Agreement
-   c. The amendment is properly documented in the electronic records system; and
+   
-   d. The amendment complies with all applicable laws and regulations.
+   * Notice of the amendment is provided to the Company Committee within 10 business days
+   
+   * The amendment is properly documented in the electronic records system
+   
+   * The amendment complies with all applicable laws and regulations
+   
+   * Material amendments receive legal review prior to adoption
 
 2. **Series Purpose Modifications**: Any material change to a series’ business purpose or operational scope requires:
-   a. Prior written approval of the Company Committee;
+
-   b. Amended filings with the Texas Secretary of State if required; and
+   * Prior written approval of the Company Committee
-   c. Compliance with any applicable regulatory requirements.
+   
+   * Amended filings with the Texas Secretary of State if required
+   
+   * Compliance with any applicable regulatory requirements
+   
+   * Updated business plan and risk assessment
+   
+   * Notification to all series members
+
+3. **Amendment Approval Process**:
+
+   * Proposed amendments must be submitted in writing
+   
+   * Required approvals must be documented in the electronic records system
+   
+   * Company Committee review shall be completed within 30 days
+   
+   * Rejected amendments may be revised and resubmitted
+   
+   * Approved amendments become effective upon execution by all required parties
+
+4. **Emergency Amendments**: In case of regulatory changes or other urgent circumstances:
+
+   * The Company Committee may implement temporary amendments
+   
+   * Temporary amendments must be ratified within 90 days
+   
+   * Series members must be promptly notified of emergency amendments
+   
+   * Documentation must include justification for the emergency action
+ 
 
 ### Section 4.2 - Series Independence and Isolation