
# ForProfit Committee Charter

As stated in the Operating Agreement of the Company electing oversight by this committee, any changes to this charer must be approved by unamious
written consent of all Members of all entities under this committee.

## Purpose

The ForPofit Committee provides support, guidance and counsel to Management and oversight for the interests of all stakeholders in:

* RackRental
* Suborbital 
* Axios Heart Studios 

and other affiliated entities that may elect oversight by this committee

## Director Elections

The Committee shall be elected (at least) yearly by the LLC Members by unanimous written consent.  Directors who participate in the Committee shall be 
appointed soley by the Members and shall serve at the pleasure of the Members. 

It has no minimum or maximum size, however it must have at all times, at least 1 Director to serve as the Committee Chair.

Directors may be removed at any time by at least 2/3 written consent of the Members, with or without cause, provided that such action doesn't reduce 
Committee membership to less than 1 person.

All persons serving on the Committee must be natural persons. All persons serving on the Committee must be indepdent Directors.
 
## Oversight Delegated to Directors

The Company hereby delegate all oversight of the Company to the Committee which shall consist of such number of Directors as may be set from time to 
time by the Members.

 
## Meetings

The Company Members by resolution may provide for an annual Committee meeting or other regularly scheduled meetings, which may be held without notice as 
and when scheduled in such resolutions. 

Special meetings of the Committee may be called at any time by the Directors, the Committee Chair, the CEO or by any one (1) or more Officers or Members. 

The Committee may participate in a meeting by means of conference telephone or similar communications equipment in which all persons participating 
in the meeting can hear each other, and participation in such a meeting pursuant to this Section shall constitute presence in person at such meeting.
 
## Notice and waiver; quorum 
Notice of any meeting of the Committee shall be given to each director personally or by e-mail , or telephone call 
addressed to such director at such director’s last known e-mail address and/or phone number, at least two (2) days prior 
to the meeting. 

The attendance of a director at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all 
objections to the place or time of the meeting, or to the manner in which it has been called or convened, except where a director 
states, at the beginning of the meeting, any such objection or objections to the transaction of business. 

A majority of the Committee shall constitute a quorum at any directors’ meeting.
 
## No meeting necessary, when

Any action required by law or permitted to be taken at any meeting of the Committee may be taken without a meeting if written consent, setting forth the 
action so taken, shall be signed by all the Committee members. 

Such consent shall have the same force and effect as a unanimous vote of the Committee and shall be filed with the Company and recorded in the 
Records of the Company.
 
## Voting

At all meetings of the Committee, each director shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be 
determined by a majority vote of the directors present.
 
## Committees 

In the discretion of the Committee, the Committee from time to time may elect or appoint, from its own members, an Executive Sub Committee or such other 
subo committee or committees as the Committee may see fit to establish. 

Each such sub committee shall consist of two or more directors, and each shall have and may exercise such authority and perform such functions as the 
Committee by resolution may prescribe within the limitations imposed by law.
 
 
## Expense Reimbursement of Directors

Directors shall be entitled to receive such fees and expenses, if any, for attendance at each regular or special meeting of the Committee and any adjournments 
thereof as may be fixed from time to time by resolution of the Committee, and such fees and expenses shall be payable even though an adjournment be had 
because of the absence of a quorum.

Directors on either standing or special sub committees may be allowed such compensation as may be provided from time to time by resolution of the Committee for 
attending sub committee meetings.

## Key Responsibities of the Committee (Company Major Decisions)

### Requirements of Major Decisions

* All Major Decisions concerning the business affairs of the Company shall be made by the Committee (and jointly with the Members as applicable in this 
Agreement).

* Major Decisions require a formal written request from the Members to the Committee

* Major Decisions require written approval from 2/3 or greater majority of the Committee

### Categories of Major Decisions

* causing the Company to enter into any agreement which would subject the Company or its assets to any recourse
liability for borrowings, or for capital contributions to any Person

* causing the Company to grant any interests in the assets, profit, and income of the Company

* causing a dissolution of the Company

* regarding the Company assets, any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part
thereof, or any modification of the terms of the foregoing

* regarding the Company financial affairs

* determination of major accounting policies including selection of accounting methods and making various decisions regarding treatment and
allocation of transactions for federal and state income, franchise or other tax purposes (these should be cross posted to the Group Audit Committee)

* determination of the terms and conditions of all borrowings of the Company and the identity of the lender thereof or applicable Budget therefor

* regarding any Capital Contributions

* regarding the Company operations, approval of insurance coverages, the underwriters thereof and claims related thereto, the settlement of
any litigation that is not fully covered by insurance involving more than $1000.00, entering into any contract which obligates the Company
for more than $500.00 (except to the extent expressly set forth in an Annual Budget) or which cannot be cancelled without payment
of a cancellation fee or other premium on not more than 30 days prior notice

* entering into any lease for office space

* filing of any petition or consenting to the filing of any petition that would subject the Company to a bankruptcy or similar proceeding

* any other action which, considered before the taking thereof, could reasonably be expected to have a material effect upon the business
or affairs of the Company or is a breach of fiduciary duty.
