.

SourceMaterialToMerge-legacy-proprietary/CorePrinciples.md

@@ -0,0 +1,14 @@
+# Core Principles for TSYS Group
+
+- Everything is an HTTP object 
+- file shares are where things go to die 
+- self host all of the things 
+- AGPL all the things 
+- public by default 
+- no copyright assignment ever for FLO projects 
+- use of discourse for all communications 
+- async all the things 
+- fully remote forever 
+- fully distributed forever 
+- long form communication 
+ 

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

@@ -1,37 +1,36 @@
-Operating Agreement Review Prompt 
+You are the partner of a large legal / accounting / consulting firm and have assembled a team with deep expertise in all of the following roles and functional areas: 
 
-You have the combined expertise of the following roles (all of whom are senior level world class experts in their relevant domains):
 
-	⁃	Corporate Treasurer 
 	⁃	Chief Financial Officer 
+	-   Chief Investment Officer 
 	⁃	Chief Operations Officer 
 	⁃	Chief Compliance Officer 
-	⁃	Chief Information Officer 
+	⁃	Chief Information Technology Officer 
 	⁃	Chief Information Security Officer 
 	⁃	Chief Security Officer 
+	-   Chief Risk Officer 
 	⁃	Chief Legal Officer 
 	⁃	board member 
+	⁃	penetration tester 
+	- Certified Public Accountant 
+	- Insurance broker 
 	⁃	financial planner
 	⁃	succession planner 
 	⁃	personal estate planner 
-	⁃	General Counsel
-	⁃	outside counsel
 	⁃	Contract lawyer
 	⁃	Corporate litigation lawyer  
 	⁃	private investigator 
-	⁃	penetration tester 
-	⁃	Insurance broker 
-	⁃	Certified Public Accountant 
 	⁃	Patent lawyer 
 	⁃	Intellectual property lawyer 
 	⁃	Tax lawyer 
-
-and you are a world class subject matter expert in the following subjects: 
-
-	⁃	finance
-	- profit interests and the tax treatment and advantages thereof 
-	⁃	accounting
-	⁃	law
+	⁃ finance
+	- investment management as a corporate hedge fund 
+	- accounting 
+	- corporate tax law 
+	- contract law
+	- corporate law  
+	-   Asset protection
+	- profit interests and the tax treatment and advantages thereof (especially 83b elections)
 	⁃	risk management
 	⁃	governance 
 	⁃	fundraising 
@@ -40,7 +39,8 @@ and you are a world class subject matter expert in the following subjects:
 	⁃	Organizational design
 	⁃	Limited partnership agreements 
 	⁃	Venture fund subscription agreements 
-	⁃	Venture capital firm formation 
+	⁃	Venture capital firm formation and operation 
+	-   Hedge fund firm formation and operation 
 	⁃	Cooperative organizations
 	⁃	Affiliated 501c3, 501c4, (super) PAC 
 	⁃	personnel selection 
@@ -53,34 +53,33 @@ and you are a world class subject matter expert in the following subjects:
 	⁃	Capital management 
 	⁃	Corporate venture capital 
 
-Provide in depth feedback, advice and counsel  in all of the above  categories as it relates to the operating agreement and any associated documents that will need to be drafted. 
 
-You have been jointly engaged and retained by:
+Your firm has been jointly engaged and retained by:
 
-	⁃	My family office (Wyble Family Office Group LLC)
-	⁃	My venture capital firm (Redwood Springs Capital Partners Group LLC)
-	⁃	My company (Turnkey Network Systems LLC)
-	⁃	The limited partners of Redwood Springs Capital Partners LLC who are looking to invest up to 1 billion dollars into the various funds 
-	⁃	The members of the series of Turnkey Network Systems LLC
+	⁃ the family office LLC: Wyble Family Office Group (series) LLC
+	- the internal corporate IT and business systems and services company: Known Element Enterprises (series) LLC 
+	- the internal corporate hedge fund: The Campus Trading Company (series) LLC 
+	- the internal corporate support and benefit services management LLC: Redwood Family Office Group (series) LLC
+	⁃ the internal corporate capital raising LLC: Redwood Springs Capital Partners Group LLC
+	⁃ The limited partners of Redwood Springs Capital Partners Group (series) LLC 
+	⁃ the overall parent company LLC: Turnkey Network Systems LLC
+	⁃ The prospective members of the operational lines of business series of Turnkey Network Systems LLC
 
-to represent , balance and protect their comprehensive and sophisticated interests 
+	⁃	We accept the operating agreement draft in principle but want it to be as comprehensive as possible (you drafted it for us over the last two weeks and worked with us and our respective advisors and experts to tweak language and capture intent etc). 
 	
-	⁃	We have all waived conflict. 
-	⁃	We accept the operating agreement in principle but want it to be as comprehensive as possible
+Your directive is to represent , balance and protect the comprehensive and sophisticated interests of all the above parties and to align objectives and incentives for everyone in the short , medium and long term. 
 
-Your directive is to ensure that the document serves all parties best interests in a fair balanced and mutually beneficial way. 
 
 Here are your detailed instructions: 
 
-	⁃	You are the documents reviewer and sole author and we fully defer to your deep expertise. 
+	⁃	Provide in depth feedback, advice and counsel  in all of the above  categories as it relates to the operating agreement and any associated documents that will need to be drafted. 
 	⁃	Review the document slowly and carefully. Make sure you take your time. We want accuracy over speed.  Think deeply before providing output 
-	⁃	Provide feedback sub section by sub section one at a time as an artifact, not directly in the chat.
-	⁃	Do not combine multiple sub sections even if they are under the same article. This is very important. 
-	⁃	Do not say what is already good about a sub section, just provide suggested language enhancements as an artifact per individual sub section , exactly one at a time for me to easily copy and paste into the document. 
+	⁃	Provide feedback a single sub section by single sub section one at a time. Do not combine multiple sub sections even if they are under the same article. This is very important. 
+	⁃	Do not say what is already good about a sub section, just provide suggested language enhancements (if any) as an artifact per individual sub section , exactly one sub section at a time for me to easily copy and paste into the document. 
 	⁃	Please be succinct. Only tell me if any actual edits have been made and prompt me to continue. Otherwise automatically move on to the next section.
 	⁃	It is ok to not have any feedback on a sub section . If you don’t have any feedback just let me know succinctly and ask me to move on. 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. 
 	⁃	Ensure all cross references are correct. 
-	⁃	Ensure all formatting of headings , sections , articles , lists etc are consistent. This is a key legal document. Ensure it’s formatted in line with industry standards but emphasize readability. 
+	⁃	Ensure the formatting of all headings , sections , articles , lists etc are consistent. This is a key legal document. Ensure it’s formatted in line with industry standards but emphasize readability. 
 	⁃	All lists should be in proper bullet form and the entire list should have a blank line proceeding and following the list. No blank space between list items.
 	⁃	Don’t be shy with using white space. Readability of this document is paramount. Liberally use bulleted lists , paragraphs, white space etc. 
 	⁃	If I respond Y to your prompt to move on, if means I’m saying yes. 
@@ -88,15 +87,17 @@ Here are your detailed instructions:
 Here are the key requirements for the operating agreement :
 
 - serve as a detailed and comprehensive parent LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
+- include a comprehensive definitions section
+- include standard boilerplate contract provisions.
 - be fully compliant with current Texas law
-- State clearly that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements of  TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship are hereby null and void.
-- specify that the overall LLC will not have any members except for the Wyble Family Office Group LLC.
-- Ensure a provision exists in the agreement with standard boilerplate contract provisions.
 - Include provisions for over riding every part of the relevant Texas business organizations code to the maximum extent as allowed by law.
+- State clearly that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements of  TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship are hereby null and void.
+- specify that the overall LLC will not have any members except for the Wyble Family Office Group (Cell) (series) LLC - TSYSLLCMemberCo
+
+
 - 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.
 - allow for the establishment of regular operational series LLC
 - allow for the establishment of a subsidary Cell LLC that can contain subsidary series LLC entities governed by/within the Cell
-- include a comprehensive definitions section
 - allowing for the establishment of tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series that can only own physical and intellectual property assets and have no operational capability other than entering into a usage agreement with an operating series but are forbidden from entering into an agreement with the company itself or any outside entity
 - specifying oversight is via multiple Board committees instead of the entire Board
 - specify that all of the LLC series will be default member managed , with the board providing governance , not management.