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added membership classes and sociocracy

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Charles N Wyble
2025-03-03 09:16:31 -06:00
parent 272ac16a45
commit 9f52e203e1
1 changed files with 230 additions and 3 deletions
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src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md
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@@ -18,15 +18,21 @@ PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEG
This Amended and Restated Operating Agreement (the "Agreement") supersedes and replaces in its entirety that certain Operating Agreement of Turnkey Network Systems LLC dated [ORIGINAL DATE] (the "Prior Agreement").
### Section 1.2 - Purpose of Amendment and Restatement
The Member desires to amend and restate the Prior Agreement to:
- implement mandatory service provider requirements,
- establish the governance structure under the TSYS Group Board of Directors.
- establish the authority for the creation of operating entities series
- establish the authority for the creation of asset holding, non operational (TDCMPS) entities series
- establish the authority for the creation of Cell entities series
- adopt sociocratic principles
- eliminate capital interests and accounts of all members
- replace capital accounts and interests with profit interests
- establish profits interests within the fairshares model
- establish a two class system for fairshares profits interests
- reaffirm and reestablish the authority for the creation of operating entities series
- establish the authority for the creation of asset holding, non operational entities series
- establish the authority for the creation of subsidiary semi autonomous Cell entities series
### Section 1.3 - Effect of Amendment and Restatement
@@ -658,6 +664,145 @@ These series shall:
* Membership Interest: 100%
* Distribution Rights: 100%
## ARTICLE 4A - MEMBERSHIP INTEREST CLASSIFICATIONS
### Section 4A.1 - Membership Interest Class Structure
1. **Membership Interest Classes**:
- All membership interests in any series shall be divided into two classes:
- Class A Membership Interests (“Regular Members”)
- Class B Membership Interests (“Involuntary Members”)
2. **Purpose of Classification**:
- This class structure is established to protect the integrity of the Company and its series
- The structure prevents members from being forced into unwanted business relationships with creditors, ex-spouses, or other parties who may acquire interests through involuntary transfers
- This classification system ensures operational continuity and prevents dissolution or asset liquidation by involuntary members
### Section 4A.2 - Class A Membership Interests (Regular Members)
1. **Definition and Qualification**:
- Class A Members are individuals or entities who have acquired their membership interests through:
- Initial capital contributions
- Voluntary transfers approved by the applicable governing body
- Issuance of new membership interests with proper approval
- Any other voluntary, approved method of acquisition
2. **Rights and Privileges**:
- Full voting rights on all matters requiring member approval
- Right to participate in governance and decision-making
- Right to serve on boards, committees, and in circles
- Right to receive distributions as determined by the applicable series
- Right to access books and records
- Right to participate in meetings and consent processes
- All other rights granted to members under this Agreement and applicable series agreements
3. **Transfer Restrictions**:
- Transfers of Class A interests shall be subject to approval requirements
- Transfers may be subject to rights of first refusal
- All transfers must comply with securities laws and this Agreement
- Involuntary transfers shall result in automatic conversion to Class B interests
### Section 4A.3 - Class B Membership Interests (Involuntary Members)
1. **Definition and Classification**:
- Class B Members are individuals or entities who have acquired their membership interests through:
- Court judgments or executions upon judgments
- Assignments of membership interests in satisfaction of a debt
- Charging orders
- Contested divorce proceedings
- Bankruptcy proceedings
- Any other involuntary transfer mechanism
- Any Class A interest that is transferred through any of these mechanisms shall automatically convert to a Class B interest without further action required
2. **Limited Rights**:
- Right to receive notices of meetings
- Right to attend meetings as observers only
- Right to receive distributions if and when declared (economic rights only)
- Right to receive financial reports and tax information necessary for tax reporting
- Right to transfer the Class B interest subject to the same restrictions and automatic conversion rules
3. **Restrictions and Limitations**:
- No voting rights on any matter
- No right to participate in management or operations
- No right to serve on boards, committees, or in circles
- No right to inspect books and records beyond financial reports
- No right to initiate dissolution, liquidation, or asset sales
- No right to force distributions
- No right to participate in discussions at meetings
- No right to approve or object to company actions
### Section 4A.4 - Automatic Conversion Provisions
1. **Conversion from Class A to Class B**:
- Conversion shall occur automatically and immediately upon:
- Service of a charging order
- Entry of a judgment affecting the membership interest
- Filing of divorce proceedings where the membership interest is contested
- Assignment to a creditor
- Bankruptcy filing
- Any other event resulting in involuntary transfer
2. **Documentation of Conversion**:
- The Company Committee shall document the conversion in the electronic records
- Notice of conversion shall be provided to the affected parties
- New electronic certificates shall be issued reflecting the Class B status
3. **No Conversion from Class B to Class A**:
- Class B interests shall not be convertible back to Class A interests
- The only method to regain Class A status is through a new, voluntary acquisition approved by the applicable governing body
### Section 4A.5 - Transfer and Assignment Restrictions
1. **Comprehensive Transfer Restrictions**:
- All transfers, whether voluntary or involuntary, are subject to the restrictions in this Article
- Any attempted transfer in violation of these restrictions shall be void
- The Company and its series shall not recognize or record prohibited transfers
2. **Permitted Transfers**:
- Voluntary transfers may be permitted with proper approval
- All transfers must comply with securities laws
- Transfers to Class B status do not require approval but will result in the limitations described herein
3. **Notice Requirements**:
- Members must immediately notify the Company Committee of any:
- Legal proceedings that may affect their membership interest
- Bankruptcy filings
- Divorce proceedings
- Creditor claims against their membership interest
- Any other event that could trigger conversion to Class B status
### Section 4A.6 - Documentation and Certificates
1. **Electronic Certificates**:
- All membership interests shall be evidenced by electronic certificates
- Certificates shall clearly indicate Class A or Class B status
- Certificates shall contain appropriate restrictive legends
- Certificates shall be maintained in accordance with Section 3.2
2. **Certificate Requirements**:
- Each certificate shall include:
- Series identification
- Class identification
- Number of units represented
- Holder identification
- Issue date
- Reference to governing agreements
- Required securities law legends
- Class B limitations (for Class B certificates)
### Section 4A.7 - Implementation
1. **Existing Membership Interests**:
- All existing membership interests shall be classified as Class A interests unless conditions for Class B status already exist
- Classification shall be determined by the Company Committee
- Holders of existing membership interests shall be notified of classification
- New certificates shall be issued reflecting classifications within 90 days
2. **New Issuances**:
- All new membership interests issued after the effective date of this Amendment shall be issued as Class A interests unless conditions for Class B status exist
- No unclassified membership interests may be issued
## ARTICLE 5 - COMPANY RESTRICTIONS
### Section 5.1 - Company Membership and Prohibited Activities
@@ -1011,6 +1156,88 @@ b. Directors shall:
- Risk assessments
- Material changes or events
- Other information as required by the Board
## Section 6A SOCIOCRATIC GOVERNANCE STRUCTURE
### Section 6A.1 - Sociocratic Principles
The Company hereby adopts sociocratic governance principles to complement the existing governance structure. These principles shall be implemented as follows:
1. **Circle Organization**:
- The Company’s governance shall be organized into interconnected circles
- Each circle shall have a defined domain of authority and responsibility
- Circles shall be arranged in a hierarchical structure while maintaining semi-autonomous decision-making power
- The TSYS Group Board and its committees shall function as the General Circle
2. **Double-Linking**:
- Each circle shall be linked to its parent circle by at least two members:
- An Operational Leader appointed by the parent circle
- A Circle Representative elected by the circle members
- These links shall participate in the decision-making of both circles
- Double-linking ensures bidirectional flow of information and authority
3. **Consent-Based Decision-Making**:
- Circle decisions shall be made by consent rather than majority vote
- Consent exists when no circle member presents a reasoned, paramount objection
- Objections must be based on risks to the circle’s ability to fulfill its aim
- Consent does not require agreement or preference, only the absence of paramount objections
4. **Sociocratic Elections**:
- Circle roles shall be filled through a consent-based election process
- Nominations and objections shall be discussed openly
- Elections shall be conducted by consent
### Section 6A.2 - Circle Structure
1. **General Circle (TSYS Group Board)**:
- Highest governance circle
- Responsible for overall direction and policy
- Includes representatives from each primary circle
2. **Primary Circles**:
- Company Committee Circle
- Service Provider Circles:
- Known Element Enterprises Circle
- The Campus Trading Company Circle
- Cell Series Circles:
- Wyble Family Office Circle
- Redwood Family Office Circle
- Each series may establish its own circle structure
3. **Subcircles**:
- Each primary circle may establish subcircles for specific domains
- Subcircles shall be double-linked to their parent circle
- Subcircles shall have defined aims and domains
### Section 6A.3 - Circle Operations
1. **Circle Meetings**:
- Shall include opening round, administrative matters, agenda items, and closing round
- Shall be facilitated by a designated facilitator
- Shall include a secretary who records decisions and maintains circle records
- Meeting records shall comply with the electronic records requirements of Section 3.2
2. **Circle Roles**:
- Operational Leader: Appointed by parent circle, accountable for domain
- Circle Representative: Elected by circle, represents circle in parent circle
- Facilitator: Guides meeting process, ensures sociocratic principles are followed
- Secretary: Records decisions, maintains records, monitors implementation
3. **Decision Rights**:
- Circles shall have authority to make decisions within their defined domain
- Decisions shall be policy-based rather than case-by-case
- Operational decisions within policy may be made by role-holders
### Section 6A.4 - Integration with Existing Governance
1. **Board and Committee Structure**:
- The TSYS Group Board and its committees shall maintain their structure as defined in Article 6
- These bodies shall integrate sociocratic principles into their operations
2. **Decision Authority**:
- Where conflict exists between sociocratic circle decisions and Board/Committee decisions, the Board/Committee decisions shall prevail
- Circles must operate within the parameters established by this Agreement
- Sociocratic governance does not override mandatory service provider or operational requirements
## ARTICLE 7 - PERPETUAL EXISTENCE