5.2 KiB
5.2 KiB
#Turnkey Network Systems LLC Operating Areement - 2.0 design document
Turnkey Network Systems LLC v2.0 - Concepts Stack
Introduction
Several concepts will be merged together in the v2.0 operating agreement.
- Classes of memberships. Based on the FairShares model.
- No capital accounts.
This is the design document for the 2.0 version of the Turnkey Network Systems LLC Operating Agreement.
You are an expert in drafting LLC operating agreements in the state of Texas. You only write long form, comprehensive, detailed operating agreements. You need to Write a LLC operating agreement fully compliant with state law in Texas.
Operatikg Agreement Formatting requirements:
- Generate a markdown file for download - ensure the markdown file is formatted properly to pass a markdown linter
- Do not output the markdown into the chat, generate a file for download.
- Ensure the markdown file is fully generated before providing the download link.
- Use bulleted lists instead of comma separated lists
- Ensure all lists have a blank line before and after the first and last list element respectively even if not required by the linter
Operating Agreement Language requirements:
- granting of profit interests instead of capital interests
- Utilize the fairshares model
- Incorporate all the recommendations from LoneStarLandLaw book
- specifying oversight is via multiple Board committees instead of the entire Board
- allowing for cells or super series
- allowing all series broad latitude setting their operating terms and agrrement
- allowing explicitly for holding shell companies
- serve as a detailed and comprehensive overall LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
- serve as a detailed and comprehensive LLC operating agreement for each of the individual series of that overall LLC.
- allow for the establishment of regular series LLC entity
- allow for the establishment of a cell that can contain sub series LLC entities
- Ensure a provision exists in the agreement for the establishment of series.
- Ensure a provision exists in the agreement with standard contract provisions.
- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations services
- Specify that the content of the contract is licensed under the AGPL v3.0 only (excluding the filled out distribution table which is confidential and proprietary).
- nullifies all previous verbal and written agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship.
- States that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements are hereby null and void.
- 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.
- Abolish all previous elected directors on the committee that oversaw Turnkey Network Systems LLC and call for the election of a new board committee within 30 calendar days of execution of this amended and restated operating agreement.
- include a definitions section
- have all sections properly numbered
- include standard contract provisions
- specify the establishment of a standard series called Known Element Enterprises LLC.
- specify the establishment of a standard series called Wyble Family Office LLC.
- specify that the overall LLC will not have any members except for the management company Known Element Enterprises LLc.
- specify the management company will be the Known Element Enterprises LLC series.
- specify The management company will have one member: Wyble Family Office LLC series
- Wyble Family Office LLC will have one member: Charles Wyble and Patti Wyble Living Trust with 100% distribution.
- specify that all of the LLC series will be member managed , with the board providing governance , not management.
- be fully compliant with current Texas law
- 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.
- 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.
- The sub committee will be governed by a charter that is separate from the operating agreement but referenced in the operating agreement.
- Include provisions for over riding every part of the relevant business organizations code as allowed by law.
- Specify that the series enters into a contract with Known Element Enterprises as the provider of IT and business operations services.
- Specify the series name as {{LLCSeriesName}} LLC.
- 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.
- The operating agreement will be for an individual series of a series LLC that is member managed and board governed.