updated

src/Board/charters/Audit-Committee-Charter.md

@@ -1,224 +1 @@
-
 # Audit Committee Charter
-
-## Committee Membership:
-The Audit Committee of TSYS Group (the “Group”) shall be comprised of at least three directors, each of whom the Board has determined has no 
-material relationship with the Group and each of whom is otherwise “independent” under the rules of the New York Stock Exchange, Inc. 
-and Rule 10A-3 under the Securities Exchange Act of 1934
-
-The Board shall also determine that each member is “financially literate,” and that one member of the Audit Committee has 
-“accounting or related financial management expertise,” as such qualifications are interpreted by the Board of Directors in 
-its business judgment, and whether any member of the Audit Committee is an “audit committee financial expert,” as defined by the
-rules of Securities and Exchange Commission (the “SEC”). 
-
-If the Board has determined that a member of the Audit Committee is an audit committee financial expert, it may presume that such member 
-has accounting or related financial management expertise.
-
-No director may serve as a member of the Audit Committee if such director serves on the audit committees of two or more other entities.
-
-Members shall be appointed by the Board and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
-
-## Purpose
-
-The purposes of the Audit Committee are to:
-
-### assist Board oversight 
-
-Ensuring:
-
-* the integrity of the Group’s financial statements
-* the Group’s compliance with legal and regulatory requirements
-* the independent auditors’ qualifications and independence
-* the performance of the independent auditors and the Group’s internal audit function
-* assist in the preparation of the Group Annual Report 
-
-The function of the Committee is oversight of the various components of Auditing and Reporting.
-
-Management of the Group component entities is responsible for the preparation, presentation and integrity of the Group’s financial statements.  
-Management is responsible for maintaining appropriate accounting and financial reporting policies and internal controls and procedures that 
-provide for compliance with accounting standards and applicable laws and regulations. 
-
-The independent auditors are responsible for planning and carrying out a proper audit of the Group’s consolidated annual financial statements, 
-reviews of the Group’s consolidated quarterly financial statements and other procedures. 
-
-In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not fulltime employees of the Group and are not, 
-and do not represent themselves to be, performing the functions of auditors or Management. 
-
-As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting
-reviews or procedures or to set auditor independence standards.
-
-The independent auditors shall submit to the Committee annually a formal written statement (the “Auditors’ Statement”) describing: 
-
-* the auditors’ internal quality-control procedures
-* any material issues raised by the most recent internal quality-control review or peer review of the auditors
-* any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits 
-carried out by the auditors and any steps taken to deal with any such issues
-* all relationships between the independent auditors and the Group (in particular but not limited to any consulting agreements and accounting services)
-
-
-## Committee Duties and Responsibilities
-
-To carry out its purposes, the Audit Committee shall have the following duties and responsibilities
-
-### with respect to the independent auditors
-
-* to be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors 
-(including the resolution of disagreements between management and the independent auditors regarding financial reporting), 
-who shall report directly to the Audit Committee
-
-* to be directly responsible for the appointment, compensation, retention and oversight of the work of any public accounting firm used 
-by the Group, and have the right to request that such firm shall report directly to the Audit Committee if the Committee deems it necessary
-
-* to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors and 
-accounting firms
-
-* to ensure that the independent auditors prepare and deliver annually an Auditors’ Statement (it being understood that the independent auditors are
-responsible for the accuracy and completeness of this Statement), and to discuss with the independent auditors any relationships or services disclosed
-in this Statement that may impact the quality of audit services or the objectivity and independence of the Group’s independent auditors
-
-* to obtain from the independent auditors in connection with any audit a timely report relating to the Group’s annual audited financial statements
-describing all critical accounting policies and practices used, all alternative treatments of financial information within generally accepted accounting
-principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment
-preferred by the independent auditors, and any material written communications between the independent auditors and management, such
-as any “management” letter or schedule of unadjusted differences
-
-* to take into account the opinions of management and the Group’s director of internal audit in assessing the independent auditors’
-qualifications, performance and independence with respect to the internal audit function
-
-* to review the appointment and replacement of the Group’s director of internal audit
-
-* to advise the director of internal audit that he or she is expected to provide to the Audit Committee summaries of and, as appropriate, the significant
-reports resulting from audits performed by internal audit and management’s responses thereto
-
-* to annually approve the Internal Audit plan and charter with respect to financial reporting principles and policies and internal controls and
-procedures
-
-* to advise management, the director of internal audit and the independent auditors that they are expected to provide to the Audit Committee a timely
-analysis of significant financial reporting issues and practices
-
-* to consider any reports or communications (and management’s and/or internal audit’s responses thereto) submitted to the Audit Committee by the
-independent auditors required by or referred to in PCAOB Auditing Standard No. 16, as it may be modified or supplemented, including reports
-and communication related to:
-
-    * deficiencies noted in the audit in the design or operation of internal controls
-    * consideration of fraud in a financial statement audit
-   * detection of illegal acts
-   * the independent auditors’ responsibility under generally accepted auditing standards
-   * any restriction on audit scope
-   * significant accounting policies
-   * significant issues discussed with the national office respecting auditing or accounting issues presented by the engagement
-   * management judgments and accounting estimates
-   * any accounting adjustments arising from the audit that were noted or proposed by the auditors but were passed (as immaterial or
-otherwise)
-   * disagreements with management
-   * consultation by management with other accountants
-   * difficulties encountered with management in performing the audit
-   * the independent auditors’ judgments about the quality of the entity’s accounting principles
-   * reviews of interim financial information conducted by the independent auditors
-   * going concern uncertainties
-   * departures from the standard auditor’s report
-   * overview of the audit strategy, timing of the audit, and significant risks
-   * the responsibilities, budget and staffing of the Group’s internal audit function
-
-* to meet with management, the independent auditors and, if appropriate, the director of internal audit:
-
-   * discuss the scope of the annual audit
-   * discuss the annual audited financial statements and quarterly financial statements, including the Group’s disclosures under
-  “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; discuss any significant matters arising 
-  from any audit, including any audit problems or difficulties, whether raised by management, director of internal audit or the 
-  independent auditors, relating to the Group’s financial statements
-   * to discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities
-  or access to requested information and any significant disagreements with management
-   * to discuss any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Group 
-   * to review the form of opinion the independent auditors propose to render to the Board of Directors and stakeholders; 
-
-* to discuss, as appropriate: 
-
-   * any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Group’s selection 
-or application of accounting principles
-   * any major issues as to the adequacy of the Group’s internal controls and any special audit steps adopted in light of material control deficiencies;
-   * analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in
-connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on
-the financial statements 
-   * the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Group;
-
-* to inquire of the Group’s Chief Executive Officers and Chief Financial Officers as to the existence of any significant deficiencies and material
-weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Group’s
-ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other
-employees who have a significant role in the Group’s internal control over financial reporting
-
-* to discuss guidelines and policies governing the process by which senior management of the Group and the relevant sections of the Group
-assess and manage the Group’s exposure to risk, and to discuss the Group’s major financial risk exposures and the steps management has
-taken to monitor and control such exposures
-
-* to obtain from the independent auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Securities
-Exchange Act of 1934, as amended, which sets forth certain procedures to be followed in any audit of financial statements required under the
-Securities Exchange Act of 1934
-
-* to discuss with senior management of the Group any significant legal, compliance or regulatory matters that may have a material effect on the
-financial statements or the Group’s business, financial statements or compliance policies, including material notices to or inquiries received from
-governmental agencies
-
-* to discuss the type and presentation of information to be included in finanical releases and disclosures
-
-* to establish procedures for the receipt, retention and treatment of complaints received by the Group regarding accounting, internal accounting
-controls or auditing matters, and for the confidential, anonymous submission by Group employees of concerns regarding questionable
-accounting or auditing matters
-
-* to review and discuss any reports concerning material violations submitted to it by Group attorneys or outside counsel pursuant to the SEC attorney
-professional responsibility rules (17 C.F.R. Part 205), or otherwise
-
-* to establish hiring policies for employees or former employees of the independent auditors
-
-* to review and approve all related-party transactions that are required to be disclosed under Item 404(a) of Regulation S-K.
-
-### with respect to reporting and recommendations
-
-* to prepare any report or other disclosures, including any recommendation of the Audit Committee, required by the rules of the SEC to be included in
-the Group’s annual report;
-* to prepare and issue the evaluation required under “Performance Evaluation” below
-* to report its activities to the full Board of Directors on a regular basis and to make such recommendations with respect to the above and 
-other matters as the Audit Committee may deem necessary or appropriate.
-
-### Committee Structure and Operations
-
-The Audit Committee shall designate one member of the Committee as its chairperson. The Audit Committee shall meet once every quarter, 
-or more frequently if circumstances dictate, to discuss with management the annual audited financial statements and quarterly financial
-statements, as applicable. 
-
-The Audit Committee should meet separately periodically with management, the director of internal audit and the independent auditors 
-to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately.
-
-The Audit Committee may request any officer or employee of the Group or the Group’s outside counsel or independent auditors to attend a 
-meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. 
-
-Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by 
-means of which all persons participating in the meeting can hear each other.
-
-## Performance Evaluation
-
-The Audit Committee shall prepare and review with the Board an annual performance evaluation of the Audit Committee, which evaluation 
-shall compare the performance of the Audit Committee with the requirements of this charter. 
-
-The performance evaluation shall also recommend to the Board any improvements to the Audit Committee’s charter deemed necessary
-or desirable by the Audit Committee. The performance evaluation by the Audit Committee shall be conducted in such manner as the Audit 
-Committee deems appropriate. 
-
-The report to the Board may take the form of an oral report by the chairperson of the Audit Committee or any other member of the Audit Committee 
-designated by the Audit Committee to make this report.
-
-## Resources and Authority of the Audit Committee
-
-The Audit Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the 
-authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants 
-or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or
-management.
-
-The Group shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board, for payment of:
-
-* Compensation to the independent auditors and any other public accounting firm engaged for the purpose of preparing or issuing an 
-audit report or performing other audit, review or attest services for the Company
-
-* Compensation of any advisers employed by the Audit Committee
-
-* Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

src/CIO/KnelCharter.md

@@ -0,0 +1 @@
+# Known Element Enterprises Charter

src/CIO/Policies/Authentication.md

@@ -0,0 +1 @@
+# Policies - Authentication

src/CIO/Policies/BusinessContinuityPlan.md

@@ -0,0 +1 @@
+# Policies - Business Continuity Plan

src/CIO/Processes/2fa.md

@@ -0,0 +1 @@
+# Processes - Two Factor Authentication 

src/CIO/Processes/MoveToProduction.md

@@ -0,0 +1 @@
+# Processes - Move To Production

src/CIO/Processes/NewTeamMemberOnboarding.md

@@ -0,0 +1 @@
+# Processes - New Team Member Onboarding

src/CIO/Processes/PFVRunbook.md

@@ -0,0 +1 @@
+# Processes - PFV Datacenter Runbook

src/CIO/Processes/VpnUser.md

@@ -0,0 +1 @@
+# Processes - VPN User Management

src/CIO/Processes/VulnerabilityManagmentNotes.md

@@ -0,0 +1 @@
+# Processes - Vulnerability Management

src/CIO/Systems/Admin-Application/AppsAndServices.md

@@ -0,0 +1 @@
+# Systems - Applications And Web Services

src/CIO/Systems/Admin-Application/RuntimeLayer.md

@@ -0,0 +1 @@
+# Systems - Runtime Environment for Hosted Services

src/CIO/Systems/Admin-Application/WebServerSetupNotes.md

@@ -0,0 +1 @@
+# Systems - Web Server Configuration

src/CIO/Systems/Admin-DataCenter/cooling/PFVCooling2021.md

@@ -0,0 +1 @@
+# Systems - Cooling

src/CIO/Systems/Admin-DataCenter/networking/PFV-LAN.md

@@ -0,0 +1 @@
+# Systems - TSYS HQ LAN

src/CIO/Systems/Admin-DataCenter/networking/PFV-WAN.md

@@ -0,0 +1 @@
+# Systems - TSYS HQ WAN

src/CIO/Systems/Admin-DataCenter/power/PFVPower2021Prod.md

@@ -0,0 +1 @@
+# Systems - Power

src/CIO/Systems/Admin-DataCenter/security/PhysicalSecurity.md

@@ -0,0 +1 @@
+# Systems - Physical Security

src/CIO/Systems/Admin-DataCenter/storage/PFVStorage2021.md

@@ -0,0 +1 @@
+# Systems - Storage

src/CIO/Systems/Admin-Platform/TSYS-Systems.md

@@ -0,0 +1 @@
+# Systems - Virtual Guests Inventory

src/CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md

@@ -0,0 +1 @@
+# Systems - Workstation Build Guide

src/CIO/Systems/Admin-RandD/VsCodeConfigGuide.md

@@ -0,0 +1 @@
+# Systems - VsCode Configuration Guide

src/CIO/Systems/TSYS-Systems.md

@@ -0,0 +1 @@
+# Systems - Overview

src/CTO/team-hweng/HwEngSupplyChain.md

@@ -0,0 +1 @@
+# TeamHwEng - Supply Chain

src/CTO/team-hweng/HwEngTooling.md

@@ -0,0 +1 @@
+# TeamHwEng - Tooling

src/CTO/team-hweng/labComponentInventory.md

@@ -0,0 +1 @@
+# TeamHwEng - Component Inventory

src/CTO/team-mecheng/MechEngSupplyChain.md

@@ -0,0 +1 @@
+# TeamMecheng - Supply Chain

src/CTO/team-mecheng/MechEngTooling.md

@@ -0,0 +1 @@
+# TeamMecheng - Tooling

src/CTO/team-sweng/SwEngSupplyChain.md

@@ -0,0 +1 @@
+# TeamSwEng - Supply Chain

src/CTO/team-sweng/SwEngTooling.md

@@ -0,0 +1 @@
+# TeamSwEng - Tooling

src/SUMMARY.md

@@ -33,96 +33,13 @@
 - [Non Profit Committee Charter](./Board/charters/NonProfit-Committee-Charter.md)
 - [HFNOC Committee Charter](./Board/charters/HFNOC-Committee-Charter.md)
 - [Redwood Committee Charter](./Board/charters/Redwood-Committee-Charter.md)
-- [LLC name and purpose](./OperatingAgreement-StandaloneLLC/CompanyNameAndPurpose.md)
-- [Definitions](./OperatingAgreement-StandaloneLLC/Definitions.md)
-- [Boilerplate terms and conditions](./OperatingAgreement-StandaloneLLC/CommonTermsAndConditions.md)
-- [Profit Interests Grant](./OperatingAgreement-StandaloneLLC/ProfitInterest.md)
-- [Member Time And Capital Contribution Requirements](./OperatingAgreement-StandaloneLLC/TimeAndCapitalRequirements.md)
-- [Distribution of Profits to Members](./OperatingAgreement-StandaloneLLC/Distributions.md)
-- [Removal of a member](./OperatingAgreement-StandaloneLLC/MemberRemoval.md)
-- [Raising Outside Capital](./OperatingAgreement-StandaloneLLC/OutsideCapRaise.md) 
-- [Dissolution of the LLC](./OperatingAgreement-StandaloneLLC/Dissolution.md)
-- [Rights of Members to access company information](./OperatingAgreement-StandaloneLLC/RightsToCompanyInformation.md)
-- [LLC Accounts and Records](./OperatingAgreement-StandaloneLLC/AccountsAndRecords.md)
-- [Granting of additional membership interests](./OperatingAgreement-StandaloneLLC/AdditionalMembershipInterests.md)
-- [Limited indemnification for directors](./OperatingAgreement-StandaloneLLC/Indemnification.md)
-- [Member assignment of Intellectual Property to LLC](./OperatingAgreement-StandaloneLLC/IntelectualPropertAssign.md)
-- [Management of the LLC](./OperatingAgreement-StandaloneLLC/ManagementOfTheLLC.md)
-- [Taxes](./OperatingAgreement-StandaloneLLC/Taxes.md)
-- [NDA](./OperatingAgreement-StandaloneLLC/NonDisclosure.md)
 
+# Part 6: Functional Area: Chief Operations Officer
 
-# Part 7: Functional Area: Chief Operations Officer
+# Part 7: Functional Area: Chief Technology And Product Officer
 
-# Part 8: Functional Area: Chief Finance Officer
+# Part 8: Functional Area: SVP Marketing 
 
-# Part 9: Functional Area: Chief Technology Officer
+# Part 9: Funtional Area: SVP Revenue 
 
-- [TeamHwEng - Supply Chain](./CTO/team-hweng/HwEngSupplyChain.md)
-- [TeamHwEng - Component Inventory](./CTO/team-hweng/labComponentInventory.md)
-- [TeamHwEng - Tooling](./CTO/team-hweng/HwEngTooling.md)
-- [TeamSwEng - Supply Chain](./CTO/team-sweng/SwEngSupplyChain.md)
-- [TeamSwEng - Tooling](./CTO/team-sweng/SwEngTooling.md)
-- [TeamMecheng - Supply Chain](./CTO/team-mecheng/MechEngSupplyChain.md)
-- [TeamMecheng - Tooling](./CTO/team-mecheng/MechEngTooling.md)
-
-# Part 10: Functional Area: Chief Information Technology Officer
-
-- [Known Element Enterprises Charter](./CIO/KnelCharter.md)
-- [Policies - Business Continuity Plan](./CIO/Policies/BusinessContinuityPlan.md)
-- [Policies - Authentication](./CIO/Policies/Authentication.md)
-- [Processes - Two Factor Authentication ](./CIO/Processes/2fa.md)
-- [Processes - Move To Production](./CIO/Processes/MoveToProduction.md)
-- [Processes - New Team Member Onboarding](./CIO/Processes/NewTeamMemberOnboarding.md)
-- [Processes - PFV Datacenter Runbook](./CIO/Processes/PFVRunbook.md)
-- [Processes - VPN User Management](./CIO/Processes/VpnUser.md)
-- [Processes - Vulnerability Management](./CIO/Processes/VulnerabilityManagmentNotes.md)
-- [Systems - Overview](./CIO/Systems/TSYS-Systems.md)
-- [Systems - Applications And Web Services](./CIO/Systems/Admin-Application/AppsAndServices.md)
-- [Systems - Runtime Environment for Hosted Services](./CIO/Systems/Admin-Application/RuntimeLayer.md)
-- [Systems - Web Server Configuration](./CIO/Systems/Admin-Application/WebServerSetupNotes.md)
-- [Systems - Cooling](./CIO/Systems/Admin-DataCenter/cooling/PFVCooling2021.md)
-- [Systems - Power](./CIO/Systems/Admin-DataCenter/power/PFVPower2021Prod.md)
-- [Systems - Physical Security](./CIO/Systems/Admin-DataCenter/security/PhysicalSecurity.md)
-- [Systems - Storage](./CIO/Systems/Admin-DataCenter/storage/PFVStorage2021.md)
-- [Systems - TSYS HQ LAN](./CIO/Systems/Admin-DataCenter/networking/PFV-LAN.md)
-- [Systems - TSYS HQ WAN](./CIO/Systems/Admin-DataCenter/networking/PFV-WAN.md)
-- [Systems - Virtual Guests Inventory](./CIO/Systems/Admin-Platform/TSYS-Systems.md)
-- [Systems - Workstation Build Guide](./CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md)
-- [Systems - VsCode Configuration Guide](./CIO/Systems/Admin-RandD/VsCodeConfigGuide.md)
-
-
-# Part 11: Functional Area: Chief Marketing Officer
-
-# Part 12: Funtional Area: Chief Revenue Officer
-
-# Part 13: Outreach Material - Pitch Deck / Orientation
-
-- [Introduction To TSYS Group](./PitchDeck/Orientation/TSYSGroupIntro.md)
-- [Components - NotPrimarilyForProfit](./PitchDeck/Orientation/CorpComponents-NotPrimarilyForProfit.md)
-- [Components - Cooperative](./PitchDeck/Orientation/CorpComponents-Coop.md)
-- [What TSYS Group Does](./PitchDeck/Orientation/WhatTSYSGroupDoes.md)
-- [Why TSYS Group Does What We Do](./PitchDeck/Orientation/WhyTSYSGroupDoes.md)
-- [How TSYS Group Does What We Do](./PitchDeck/Orientation/HowTSYSGroupDoes.md)
-- [TSYS Group Values](./PitchDeck/Orientation/TSYSGroupValues.md)
-- [People and Product Management](./PitchDeck/Orientation/PeopleAndProductManagement.md)
-- [Performance & Compensation](./PitchDeck/Orientation/PerfAndComp.md)
-- [Team Structure](./PitchDeck/Orientation/TeamStructure.md)
-- [Market Overview](./PitchDeck/Orientation/MarketOverview.md)
-- [The Product](./PitchDeck/Orientation/TheProduct.md)
-- [How We Build Product](./PitchDeck/Orientation/HowWeBuildProduct.md)
-- [Product Tooling](./PitchDeck/Orientation/ProductTooling.md)
-- [Product Supply Chain](./PitchDeck/Orientation/ProductSupplyChain.md)
-- [The Services](./PitchDeck/Orientation/TheServices.md)
-- [How We Build Services](./PitchDeck/Orientation/HowWeBuildServices.md)
-- [Service Tooling](./PitchDeck/Orientation/ServiceTooling.md)
-- [Service Supply Chain](./PitchDeck/Orientation/ServiceSupplyChain.md)
-- [Financial Information](./PitchDeck/Orientation/Finances.md)
-- [Risk Factors - Overview](./PitchDeck/Orientation/RiskFactorsOverview.md)
-- [Risk Factors - Regulatory Environment](./PitchDeck/Orientation/RiskFactorsRegulatoryEnvironment.md)
-- [Wrap Up](./PitchDeck/Orientation/WrapUp.md)
-- [Deliverables Produced For External Consumption/Evaluation - US Federal Government](./PitchDeck/ExternalDeliverables-USG.md)
-- [SBIR Pitch - Company / Team](./PitchDeck/SbirPitch/company-team.md)
-- [SBIR Pitch - Innovation](./PitchDeck/SbirPitch/innovation.md)
-- [SBIR Pitch - Market Opportunity](./PitchDeck/SbirPitch/market-opportunity.md)
-- [SBIR Pitch - Objectives / Challenges](./PitchDeck/SbirPitch/objectives-challenges.md)
+# Part 10: Functional Area: SVP Technology Operations