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

@@ -1863,139 +1863,51 @@ f. Contractual rights necessary for series administration; and
 g. Intellectual property related to Company identity and administration.
 
 ## ARTICLE 7 - GOVERNANCE STRUCTURE
-
 ### Section 7.1 - TSYS Group Board
 
-1. The TSYS Group Board of Directors shall:
+1. **Board Authority and Responsibilities**: The TSYS Group Board of Directors shall:
 
-   - Serve as the ultimate governing body for all TSYS Group entities
+   a. Serve as the ultimate governing body for all TSYS Group entities;
-   - Establish and oversee various sub-committees
-   - Set overall strategic direction and policies
-   - Ensure compliance with all applicable laws and regulations
    
-2. The Board shall maintain the following standing committees for series oversight:
+   b. Establish and oversee various sub-committees;
    
-   - Company Committee (primary governance of Turnkey Network Systems LLC)
+   c. Set overall strategic direction and policies;
-   - Audit and Finance Committee
-   - Risk Management Committee
-   - Compliance and Ethics Committee
-   - Technology Oversight Committee
-   - Corporate Responsibility Committee
-   - Operations Committee
-   - Additional committees as determined by the Board
    
-3. Each committee shall:
+   d. Ensure compliance with all applicable laws and regulations; and
    
-   - Operate under a separate committee charter
+   e. Maintain fiduciary responsibility for the entire TSYS Group enterprise.
-   - Have specific oversight responsibilities
-   - Report regularly to the full Board
-   - Coordinate with other committees as needed
 
-4. Committee Responsibilities and Governance: a. **Audit and Finance Committee**:
+2. **Standing Committees**: The Board shall maintain the following standing committees for series oversight:
 
-   - Oversee financial reporting and audit processes
+   a. Company Committee (primary governance of Turnkey Network Systems LLC);
-   - Review financial statements and internal controls
-   - Assess financial risks and compliance
-   - Recommend financial strategies
-   - Conduct independent financial reviews
    
-   b. **Risk Management Committee**:
+   b. Audit and Finance Committee;
    
-   - Develop comprehensive enterprise risk assessment framework
+   c. Risk Management Committee;
    
-   - Identify, categorize, and prioritize organizational risks
+   d. Compliance and Ethics Committee;
    
-   - Create risk mitigation strategies
+   e. Technology Oversight Committee;
    
-   - Monitor ongoing risk landscape
+   f. Corporate Responsibility Committee;
    
-   - Provide regular risk assessment reports
+   g. Operations Committee; and
    
-   - Develop contingency and response plans for:
+   h. Additional committees as determined by the Board.
 
-     - Operational risks
+3. **Committee Governance**: Each committee shall:
-     - Financial risks
-     - Strategic risks
-     - Technological risks
-     - Reputational risks
 
-   c. **Compliance and Ethics Committee**:
+   a. Operate under a separate committee charter;
    
-   - Establish and maintain ethical standards
+   b. Have specific oversight responsibilities;
    
-   - Develop compliance monitoring mechanisms
+   c. Report regularly to the full Board;
    
-   - Investigate potential ethical violations
+   d. Coordinate with other committees as needed;
    
-   - Manage whistleblower reporting system
+   e. Maintain minutes of all meetings in the electronic records system; and
    
-   - Ensure organizational adherence to:
+   f. Conduct annual self-evaluations of committee performance.
-
-     - Legal requirements
-     - Regulatory standards
-     - Internal ethical guidelines
-
-   - Conduct periodic ethics training and awareness programs
-
-   d. **Technology Oversight Committee**:
-
-   - Assess technological innovation opportunities
-   - Review and approve technology investments
-   - Monitor technological risk and security
-   - Develop technology strategy and roadmap
-   - Evaluate emerging technologies
-   - Ensure cybersecurity preparedness
-   - Oversee technology infrastructure development
-
-   e. **Corporate Responsibility Committee**:
-
-   - Develop and implement ESG (Environmental, Social, Governance) strategies
-   - Oversee sustainability initiatives
-   - Monitor diversity and inclusion programs
-   - Assess social impact of organizational activities
-   - Develop and track corporate social responsibility metrics
-   - Ensure transparent reporting of social and environmental performance
-
-   f. **Operations Committee**:
-
-   - Review operational efficiency
-   - Identify process improvement opportunities
-   - Oversee operational performance metrics
-   - Coordinate cross-functional operational strategies
-   - Ensure alignment of operational activities with strategic objectives
-
-5. Committee Charter Requirements:
-
-   - Detailed charter for each committee
-
-   - Clear definition of:
-
-     - Committee purpose
-     - Membership criteria
-     - Decision-making processes
-     - Reporting requirements
-     - Performance evaluation mechanisms
-
-   - Annual review and potential revision of charters
-   - Transparency in committee operations
-   - Be maintained separately from this Agreement
-   - Be referenced hereby and incorporated by reference
-   - Define committee composition, responsibilities, and procedures
-   - Be available to all series members upon request
-
-6. Committee Membership Principles:
-
-   - Diverse expertise and background
-   - Rotating leadership to prevent stagnation
-   - Independent oversight
-   - Balanced representation
-   - Continuous professional development
-
-7. No Monetary Compensation:
-
-   - Board and committee service is voluntary
-   - No financial remuneration for board or committee roles
-   - Reimbursement of pre-approved, reasonable expenses permitted
 
 ### Section 7.2 - Conflict of Interest and Independence Protocols