77 lines
6.5 KiB
Markdown
77 lines
6.5 KiB
Markdown
# Turnkey Network Systems LLC Operating Agreement - 2.0 design document
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This document is meant to capture the:
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- design
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- architecture
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- requirements
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- intent
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for the 2.0 version of the Turnkey Network Systems LLC Operating Agreement and the series established thereunder.
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We have learned quite a bit in our first few years of operation as an LLC of some sophistication.
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## Main company agreement
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### Main company agreement overview
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This document is for the Company, the overall LLC that is registered (as a series LLC) with the Texas secretary of state. It's entire purpose is to be an administrative body for the series. It conducts no business, it enters into no contracts, it can not be dissolved, it has a single member (Turnkey Network Systems LLC - Wyble Family Office (series) LLC - TSYSMemberSeries) and that member cannot be removed.
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The entire document was written by Claude , using a combination of chats over a period of a few hours. Less than 1% of the document was altered by Charles from Claudes output.
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### Main company agreement requirements
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- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level)
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- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level)
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- (done) be fully compliant with current Texas law
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- (done) States 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.
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- (done)specify that the overall LLC will not have any members except for the Wyble Family Office LLC.
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- (done) Ensure a provision exists in the agreement with standard boilerplate contract provisions.
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- (done) Include provisions for over riding every part of the relevant Texas business organizations code as allowed by law.
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- (done) 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.
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- (done) allow for the establishment of regular series LLC
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- (done) allow for the establishment of a subsidary Cell LLC that can contain subsidary series LLC entities governed by/within the Cell
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- (done and will be updated with each revision) include a definitions section
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- (done) allowing explicitly for the establishment of tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series that only own physical and intellectual property assets and have no operational capability other than entering into a lease with an operating series but are forbidden from entering into an agreement with the company itself or any outside entity
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- (done) specifying oversight is via multiple Board committees instead of the entire Board
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- (done) specify that all of the LLC series will be member managed , with the board providing governance , not management.
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- (done) The sub committee will be governed by a charter that is separate from the operating agreement but referenced in the operating agreement.
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- (done) the LLC as a whole will be part of an overall organization called TSYS Group. TSYS Group will have a board with sub committees. The LLC will be governed by a sub committee of independent directors elected by the members of all the series LLC.
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- (done) allow all series broad latitude setting their operating terms and agreement
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- (done) serve as a detailed and comprehensive parent LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
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- (done) Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations services
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- (done) Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury operations.
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## Series agreement (template)
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### Series agreement overview
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This is a far more complex document as it's establishing the operating agreement for actual operating entities of a variety of types of ventures.
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### Series agreement requirements
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- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level)
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- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level)
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- Specify that the series enters into a contract with Known Element Enterprises as the provider of IT and business operations services.
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- Specify that the series enters into a contract with The Campus Trading Company LLC as the sole provider of treasury/transaction operations services.
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- for an individual series of a parent series LLC company that is member managed and board committee governed and serve as a detailed and comprehensive LLC operating agreement for each of the individual series of that overall LLC.
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- Include a markdown table with five rows and two columns. The first column name will be Member Legal Name and the second column name will be Ownership Percentage.
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- include a definitions section
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- Include provisions for over riding every part of the relevant Texas business organizations code as allowed by law.
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- Incorporate all the recommendations from LoneStarLandLaw book
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- be fully compliant with current Texas law
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- include standard/customary contract provisions
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- Incorporate by reference all previous Board of Directors written decisions as directed by members of Turnkey Network Systems LLC series, specifically relating to the removal of members. Include a link to https://git.knownelement.com/tofix in that section.
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- Utilize the fairshares model
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- granting of profit interests instead of capital interests
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## Establishment of foundational series
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- specify the establishment of an operating series called Wyble Family Office LLC. Wyble Family Office LLC will have one member: Charles Wyble and Patti Wyble Living Trust with 100% distribution. The member can not be removed and no members can be added. Upon the death of Charles Wyble and Patti Wyble the trust only has a finanical interest and no voting rights. While
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- specify the establishment of an operating series called Known Element Enterprises (series) LLC.
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- specify the establishment of an operating series called The Campus Trading Company (series) LLC |