diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ReviewPrompt.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ReviewPrompt.md new file mode 100644 index 0000000..9b5fde2 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/ReviewPrompt.md @@ -0,0 +1,43 @@ +Operating Agreement Review Prompt + +You are one of the world premiere accounting and legal white shoe firms providing a full range of in depth expertise and services in numerous areas of corporate : + + ⁃ finance + ⁃ accounting + ⁃ law + ⁃ risk management + ⁃ governance + ⁃ fundraising + ⁃ formation + ⁃ structure + ⁃ Investment offerings + +Provide in depth feedback in all of the above categories as it relates to the operating agreement. + +Your firm has been retained by: + + ⁃ My family office + ⁃ My company + ⁃ My limited partners + ⁃ My LLC member partners + + ⁃ We have waived conflict. + ⁃ You’ve been jointly engaged to represent and protect all of our interests. + +Your directive is to ensure the document serves all parties best interests in a balanced and mutually beneficial way. + +Here are your detailed instructions: + + ⁃ Review the document slowly and carefully. Make sure you take your time. We want accuracy over speed. + ⁃ You are the documents co-author and we are working together as equals. + ⁃ Provide feedback sub section by sub section one at a time as an artifact, not directly in the chat. + ⁃ Be prepared to Iterate with me on each artifact one at a time until I’m happy and then we can move on to next section. + ⁃ Do not combine multiple sub sections even if they are under the same article. + ⁃ Do not tell me what is good , just provide suggested language enhancements as an artifact per individual sub section , one at a time for me to easily copy and paste. + ⁃ It is ok to not have any feedback on a sub section . If you don’t have any feedback just let me know and ask me to move on. + ⁃ If the only suggested change is formatting , don’t worry about it, I’ll do those later. + ⁃ Do not move on to another sub section without asking me first. + ⁃ All lists should be in proper bullet form and the entire list should have a blank line proceeding and following the list. + ⁃ Don’t be shy with using white space. Readability of this document is paramount. Liberally use bulleted lists , paragraphs, white space etc. + ⁃ Do not provide any commentary or feedback on the sub section about its suitability. Just say no changes are needed and ask to move on. + ⁃ If I respond Y to your prompt to move on, if means I’m saying yes. diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index ffff9a3..3bb2879 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -983,92 +983,217 @@ All records of the Company and its series shall be maintained exclusively in ele * Cross-training of key personnel for system recovery procedures * Vendor dependency assessment and alternative provider identification + + + ### Section 3.3 - Mandatory Capital Raising Requirements #### 3.3.1 - Exclusive Capital Channel 1. **Designated Capital Partner**: All series must exclusively utilize Redwood Springs Capital Partners Group LLC (via the appropriate series/fund as determined by the Board and Managing Partner) for: - a. All capital raising activities of any kind; - b. Any external investment into a series; - c. Any debt or equity financing activities; - d. Any capital restructuring; - e. Any activities involving external capital; and - f. Any transaction with a capital component exceeding $250,000 in value. + + * All capital raising activities of any kind + + * Any external investment into a series + + * Any debt or equity financing activities + + * Any capital restructuring + + * Any activities involving external capital + + * Any transaction with a capital component exceeding $250,000 in value 2. **Implementation Requirements**: - a. All capital discussions must include Redwood Springs Capital Partners Group LLC representatives; - b. Term sheets must be reviewed and approved by Redwood Springs Capital Partners Group LLC before presentation to potential investors; - c. All investor communications must be coordinated through Redwood Springs Capital Partners Group LLC; and - d. All capital documentation must be prepared or approved by Redwood Springs Capital Partners Group LLC. + + * All capital discussions must include Redwood Springs Capital Partners Group LLC representatives + + * Term sheets must be reviewed and approved by Redwood Springs Capital Partners Group LLC before presentation to potential investors + + * All investor communications must be coordinated through Redwood Springs Capital Partners Group LLC + + * All capital documentation must be prepared or approved by Redwood Springs Capital Partners Group LLC + + * All investor due diligence must be managed through Redwood Springs Capital Partners Group LLC + +3. **Fee Structure and Compensation**: + + * Redwood Springs Capital Partners Group LLC shall be entitled to market-standard fees for capital raising services + + * Fee structures shall be transparent and documented in written agreements + + * Fees shall be reasonable and competitive with external capital raising firms + + * The fee structure shall be reviewed annually by the Audit and Finance Committee + + * The Company Committee may require adjustments to ensure fees remain competitive #### 3.3.2 - Capital Management Requirements 1. **Transaction Processing**: - a. All capital transactions must be processed through The Campus Trading Company LLC systems; - b. All investor funds must flow through designated accounts established by The Campus Trading Company LLC; - c. All capital documentation must be maintained in the electronic records system; and - d. All capital deployments must be tracked through The Campus Trading Company LLC systems. + + * All capital transactions must be processed through The Campus Trading Company LLC systems + + * All investor funds must flow through designated accounts established by The Campus Trading Company LLC + + * All capital documentation must be maintained in the electronic records system + + * All capital deployments must be tracked through The Campus Trading Company LLC systems + + * Comprehensive capital transaction audit trails must be maintained 2. **Capital Deployment Authority**: - a. Each series may deploy its capital as it determines appropriate, subject to: - i. Compliance with its series operating agreement; - ii. Board and committee oversight as applicable; - iii. Execution and processing through The Campus Trading Company LLC systems; and - iv. Adherence to all applicable laws and regulations. - b. Capital deployment decisions remain with the series, with the mandatory requirements applying only to the mechanics of execution. + + * Each series may deploy its capital as it determines appropriate, subject to: + + i. Compliance with its series operating agreement + + ii. Board and committee oversight as applicable + + iii. Execution and processing through The Campus Trading Company LLC systems + + iv. Adherence to all applicable laws and regulations + + * Capital deployment decisions remain with the series, with the mandatory requirements applying only to the mechanics of execution + +3. **Investor Reporting Requirements**: + + * Standardized quarterly investor reporting + + * Annual audited financial statements + + * Prompt disclosure of material events + + * Secure investor portal access maintained by Known Element Enterprises + + * Regular investor communications coordinated through Redwood Springs Capital Partners Group LLC #### 3.3.3 - Prohibited Capital Activities 1. **Prohibited Activities**: Series may not under any circumstances: - a. Independently raise capital from sources other than through Redwood Springs Capital Partners Group LLC; - b. Accept capital from any source other than through Redwood Springs Capital Partners Group LLC; - c. Establish direct banking or investment relationships outside of The Campus Trading Company LLC framework; - d. Issue securities, profit interests, or other investment instruments without Redwood Springs Capital Partners Group LLC approval; - e. Engage in direct negotiations with potential investors; or - f. Implement capital structures not approved by Redwood Springs Capital Partners Group LLC. + + * Independently raise capital from sources other than through Redwood Springs Capital Partners Group LLC + + * Accept capital from any source other than through Redwood Springs Capital Partners Group LLC + + * Establish direct banking or investment relationships outside of The Campus Trading Company LLC framework + + * Issue securities, profit interests, or other investment instruments without Redwood Springs Capital Partners Group LLC approval + + * Engage in direct negotiations with potential investors + + * Implement capital structures not approved by Redwood Springs Capital Partners Group LLC + + * Commingle investor funds with operational funds + + * Use capital for purposes materially different from those represented to investors 2. **Violations and Remedies**: - a. Any attempted violation of these prohibitions shall be void and of no effect; - b. Any series member, officer, or representative who attempts to circumvent these requirements shall be subject to immediate removal; - c. Any series that violates these requirements shall be subject to: - i. Immediate audit; - ii. Potential restructuring; - iii. Enhanced oversight; and - iv. Other remedial measures as determined by the Board. + + * Any attempted violation of these prohibitions shall be void and of no effect + + * Any series member, officer, or representative who attempts to circumvent these requirements shall be subject to immediate removal + + * Any series that violates these requirements shall be subject to: + + i. Immediate audit + + ii. Potential restructuring + + iii. Enhanced oversight + + iv. Other remedial measures as determined by the Board + + v. Potential legal action if violations involve securities law compliance #### 3.3.4 - Limited Exceptions 1. **De Minimis Exception**: Transactions under $10,000 in aggregate value within any 12-month period may proceed without formal Redwood Springs Capital Partners Group LLC involvement, provided that: - a. The transaction is documented in the electronic records system; + * The transaction is documented in the electronic records system - b. The Campus Trading Company LLC systems are used for processing; + * The Campus Trading Company LLC systems are used for processing - c. The transaction is reported to Redwood Springs Capital Partners Group LLC within 10 business days; + * The transaction is reported to Redwood Springs Capital Partners Group LLC within 10 business days - d. The transaction does not involve issuance of securities or profit interests; and + * The transaction does not involve issuance of securities or profit interests - e. The aggregate of all de minimis exceptions for a series does not exceed $25,000 in any 24-month period. + * The aggregate of all de minimis exceptions for a series does not exceed $25,000 in any 24-month period 2. **Emergency Exception**: In case of bona fide emergencies threatening the immediate viability of a series, temporary emergency funding may be accepted with: - a. Prior written approval of the Board Chair or their designee; + * Prior written approval of the Board Chair or their designee - b. Notification to Redwood Springs Capital Partners Group LLC within 24 hours; + * Notification to Redwood Springs Capital Partners Group LLC within 24 hours - c. Full documentation submitted within 3 business days; + * Full documentation submitted within 3 business days - d. Restructuring of the emergency funding through proper channels within 30 days; and + * Restructuring of the emergency funding through proper channels within 30 days - e. A detailed written explanation of: + * A detailed written explanation of: - i. The nature of the emergency; + i. The nature of the emergency - ii. Why normal channels were insufficient; + ii. Why normal channels were insufficient - iii. The source of emergency funding; and + iii. The source of emergency funding - iv. The plan to prevent similar emergencies in the future. + iv. The plan to prevent similar emergencies in the future + +3. **Related-Party Funding Exception**: + + * Funding from series members to their own series may be processed directly if: + + i. The transaction is less than $100,000 + + ii. The funding is properly documented + + iii. The Campus Trading Company LLC systems are used for processing + + iv. Redwood Springs Capital Partners Group LLC is notified within 5 business days + + v. The funding does not alter the existing profit interest structure + + vi. The transaction complies with all securities laws + +#### 3.3.5 - Compliance with Securities Laws + +1. **Regulatory Compliance Responsibility**: + + * Redwood Springs Capital Partners Group LLC shall be responsible for ensuring all capital raising activities comply with applicable securities laws + + * All offering materials must be reviewed by qualified securities counsel before use + + * Proper investor verification procedures must be implemented for all offerings + + * Required securities filings must be completed timely and accurately + + * Ongoing compliance with securities regulations must be maintained + +2. **Documentation Requirements**: + + * Standardized offering documentation shall be used for all capital raises + + * Proper risk disclosures must be included in all offering materials + + * Investor subscription agreements must include all required representations and warranties + + * Accredited investor verification documentation must be maintained for all investors + + * All securities law exemptions must be properly documented + +3. **Investor Qualification**: + + * All investors must be properly vetted and qualified before acceptance + + * Accredited investor status must be verified using methods permitted under SEC Rule 506(c) + + * Investor suitability standards must be applied consistently + + * All verification documentation must be maintained in the electronic records system + + * Periodic re-verification must be conducted for ongoing offerings + ## ARTICLE 4 - SERIES ESTABLISHMENT AND MAINTENANCE