merged in operating agreement
@ -1 +1,224 @@
|
||||
|
||||
# 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.
|
||||
|
0
src/Board/corp-charts/HFNOC/HFNOC-Hold.diag
Executable file → Normal file
0
src/Board/corp-charts/HFNOC/HFNOC-Hold.png
Executable file → Normal file
Before Width: | Height: | Size: 11 KiB After Width: | Height: | Size: 11 KiB |
0
src/Board/corp-charts/HFNOC/HFNOC-Op.diag
Executable file → Normal file
0
src/Board/corp-charts/HFNOC/HFNOC-Op.png
Executable file → Normal file
Before Width: | Height: | Size: 11 KiB After Width: | Height: | Size: 11 KiB |
0
src/Board/corp-charts/HFNOC/HFNOC.diag
Executable file → Normal file
0
src/Board/corp-charts/HFNOC/HFNOC.png
Executable file → Normal file
Before Width: | Height: | Size: 7.9 KiB After Width: | Height: | Size: 7.9 KiB |
0
src/Board/corp-charts/RWSCP/RWSCP-LLC.diag
Executable file → Normal file
0
src/Board/corp-charts/RWSCP/RWSCP-LLC.png
Executable file → Normal file
Before Width: | Height: | Size: 16 KiB After Width: | Height: | Size: 16 KiB |
0
src/Board/corp-charts/TSYSCore/TSYSGroup-ForProfit.diag
Executable file → Normal file
0
src/Board/corp-charts/TSYSCore/TSYSGroup-NonProfit.diag
Executable file → Normal file
0
src/Board/corp-charts/TSYSCore/TSYSGroup-TSYSLLC-Holding.diag
Executable file → Normal file
0
src/Board/corp-charts/TSYSGroup.diag
Executable file → Normal file
0
src/Board/corp-charts/TSYSGroup.png
Executable file → Normal file
Before Width: | Height: | Size: 6.3 KiB After Width: | Height: | Size: 6.3 KiB |
@ -1,44 +1 @@
|
||||
# TSYS Group - IT Documentation - Processes - Move To Production
|
||||
|
||||
- [TSYS Group - IT Documentation - Processes - Move To Production](#tsys-group-it-documentation-processes-move-to-production)
|
||||
- [Provision the system](#provision-the-system)
|
||||
- [Configure the system](#configure-the-system)
|
||||
|
||||
## Provision the system
|
||||
|
||||
The below steps are performed manually for the small handful of "pet" machines (db/web/app). They are performed by the RackRental provisioner for the "cattle" machines.
|
||||
|
||||
* Create phpipam record
|
||||
* Create forward DNS record
|
||||
* Create reverse DNS record
|
||||
* Install the VM
|
||||
i - Setup the hostname
|
||||
* Install SSH server
|
||||
* Configure IP address
|
||||
* Set resolver to 10.251.37.5 , 10.251.37.6
|
||||
|
||||
|
||||
|
||||
## Configure the system
|
||||
|
||||
* Install FetchApply
|
||||
|
||||
```bash
|
||||
curl <http://pfv-toolbox.turnsys.net/installFetch.sh|/bin/bash>
|
||||
```
|
||||
|
||||
FetchApply will :
|
||||
|
||||
* Setup NTP
|
||||
* Add rundeck key to root authorized_keys
|
||||
* Setup postfix to relay via pfv-toolbox
|
||||
* Setup netdata agent
|
||||
* Setup snmpd
|
||||
* Add the tsys CA root/intermediate certs
|
||||
* Harden ssh configuration
|
||||
* Install logwatch
|
||||
* Install molly-guard
|
||||
* Patch the system
|
||||
* Add system to librenms
|
||||
* Add system to rundeck
|
||||
* Perform any server role specific configuration
|
||||
# Processes - Move To Production
|
||||
|
0
src/CIO/Systems/Admin-DataCenter/hypervisor/code/fixcpuperf.sh
Normal file → Executable file
0
src/CIO/Systems/Admin-DataCenter/hypervisor/code/newsrv.sh
Normal file → Executable file
0
src/CIO/Systems/Admin-DataCenter/hypervisor/code/omsa.sh
Normal file → Executable file
0
src/CIO/Systems/Admin-DataCenter/hypervisor/code/prox.sh
Normal file → Executable file
0
src/CIO/Systems/Admin-DataCenter/networking/code/fixeth.sh
Normal file → Executable file
@ -272,7 +272,7 @@ sudo snap install helm --classic
|
||||
```console
|
||||
apt-get -y install \
|
||||
kicad librecad freecad gimp blender shellcheck jq net-tools\
|
||||
ruby-full offlineimap zsh vim thunderbird enigmail \
|
||||
ruby-full offlineimap zsh vim thunderbird enigmail highlight\
|
||||
kleopatra zsh-autosuggestions zsh-syntax-highlighting screen \
|
||||
mtr cifs-utils grass cubicsdr arduino jupyter-notebook \
|
||||
dia basket vym code wings3d flatpak wireguard gnuplot \
|
||||
|
0
src/CIO/Systems/code/ListAllSystems.sh
Executable file → Normal file
@ -1 +1,100 @@
|
||||
# TeamHwEng - Component Inventory
|
||||
# Lab Component Inventory
|
||||
|
||||
| Drawer # | Contents | Source|
|
||||
|---|---|---|
|
||||
| 1 | Jumper Wires F2F 6" |to be identified|
|
||||
| 2 | Jumper Wires F2F 6" |to be identified|
|
||||
| 3 | Jumper Wires M2M 6" |to be identified|
|
||||
| 4 | Jumper Wires M2M 6" |to be identified|
|
||||
| 5 | Jumper Wires M2F 6" |to be identified|
|
||||
| 6 | Mixed Jumper Wires M2M 6" |to be identified|
|
||||
| 7 | Header Strips|to be identified|
|
||||
| 8 | Heatshrink Tubing|<https://www.harborfreight.com/120-piece-heat-shrink-tubing-set-67530.html>|
|
||||
| 9 | Heatshrink Tubing|""|
|
||||
| 10 | Heatshrink Tubing|""|
|
||||
| 11 | Wire Connector Butt Splice| <https://www.harborfreight.com/30-pack-watertight-heat-shrink-butt-connectors-66729.html> |
|
||||
| 12| Zipties| <https://www.homedepot.com/p/Commercial-Electric-4-in-Cable-Tie-Natural-1000-Pack-GT-100M/203531927>|
|
||||
| 13| Push Buttons| amz,ck|
|
||||
| 14| LED Screen|unknown origin|
|
||||
| 15| Relays | amz but no specific link|
|
||||
| 16| Sound | ck |
|
||||
| 17| Diodes | <https://www.amazon.com/gp/product/B007L4DX6Q/ref=ppx_yo_dt_b_asin_title_o04_s01?ie=UTF8&psc=1>|
|
||||
| 18| Crystal Oscillators | <https://www.amazon.com/gp/product/B07C4WN68Z/ref=ppx_yo_dt_b_asin_title_o00_s00?ie=UTF8&psc=1> |
|
||||
| 19| Switches | ck |
|
||||
| 20| Empty Drawer | n/a |
|
||||
| 21| Empty Drawer | n/a |
|
||||
| 22| Empty Drawer | n/a |
|
||||
| 23| Empty Drawer | n/a |
|
||||
| 24| Empty Drawer | n/a |
|
||||
| 25| Empty Drawer | n/a |
|
||||
| 26| Empty Drawer | n/a |
|
||||
| 27| Empty Drawer | n/a |
|
||||
| 28| Empty Drawer | n/a |
|
||||
| 29| Empty Drawer | n/a |
|
||||
| 30| Empty Drawer | n/a |
|
||||
| 31| USB to DB9 | <https://www.altex.com/manhattan-18-usb-to-serial-converter> |
|
||||
| 32| LiPO Batteries | misc |
|
||||
| 33| LED assortment | <https://www.amazon.com/gp/product/B005GL9ENC/ref=ppx_yo_dt_b_asin_title_o04_s00?ie=UTF8&psc=1> |
|
||||
| 34| Dual Row DIP IC Socket Adaptor Assortment | <https://www.amazon.com/gp/product/B07CFWWQ1M/ref=ppx_yo_dt_b_asin_title_o00_s00?ie=UTF8&psc=1> |
|
||||
| 35| Inductors | <https://www.amazon.com/gp/product/B085Y6XJL1/ref=ppx_yo_dt_b_asin_title_o00_s00?ie=UTF8&psc=1> |
|
||||
| 36| Elenco CK Kit Electronic components not otherwise categorized| ck |
|
||||
| 37| Resistors | <https://www.amazon.com/gp/product/B0002HBQHW/ref=ppx_yo_dt_b_asin_title_o03_s00?ie=UTF8&psc=1> |
|
||||
| 38| Resistors | ""|
|
||||
| 39| Empty Drawer | "" |
|
||||
| 40| LED | amz |
|
||||
| 41| USBA-proprietary | misc|
|
||||
| 42| USBA-proprietary| misc |
|
||||
| 43| USB (misc to misc) | misc |
|
||||
| 44| Electrical Clip Assortment | <https://www.harborfreight.com/28-piece-electrical-clip-set-67589.html?_br_psugg_q=electrical+connectors> |
|
||||
| 45| Test Leads | <https://www.harborfreight.com/18-inch-low-voltage-multi-colored-test-leads-66717.html> |
|
||||
| 46| USBA-Mini | misc |
|
||||
| 47| USBA-Micro| misc |
|
||||
| 48| Empty Drawer | n/a |
|
||||
| 49| Empty Drawer | n/a |
|
||||
| 50|Empty Drawer | n/a |
|
||||
| 51|Empty Drawer | n/a |
|
||||
| 52|Empty Drawer | n/a |
|
||||
| 53|Empty Drawer | n/a |
|
||||
| 54| Misc electronics/Rpi etc | misc |
|
||||
| 55| Empty Drawer | n/a|
|
||||
| 56| Wifi components | misc |
|
||||
| 57| USB networking devices | misc|
|
||||
| 58| Electrical Terminals | <https://www.harborfreight.com/150-piece-terminal-and-connector-set-67683.html> |
|
||||
| 59| Electrical Terminals | "" |
|
||||
| 60| Electrical Terminals | "" |
|
||||
| 61| misc electronic components to be identified | amz |
|
||||
| 62| misc electronic components to be identified | amz |
|
||||
| 63| Wire| misc electronic components to be identified |
|
||||
| 64| empty drawer| n/a|
|
||||
| 65| empty drawer| n/a |
|
||||
| 66| empty drawer| n/a |
|
||||
| 67| empty drawer| n/a |
|
||||
| 68| empty drawer| n/a |
|
||||
| 69| screw terminals | misc electronic components to be identified |
|
||||
| 70| misc electronic components to be identified | |
|
||||
| 71| servos | unknown |
|
||||
| 72| servos | unknown |
|
||||
| 73| motors | unknown |
|
||||
| 74| Transitors | <https://www.amazon.com/gp/product/B00D8J4EZ2/ref=ppx_yo_dt_b_asin_title_o02_s00?ie=UTF8&psc=1> |
|
||||
| 75| Transistors| "" |
|
||||
| 76| Transistors | "" |
|
||||
| 77| Capacitors | <https://www.amazon.com/gp/product/B004YHZDW0/ref=ppx_yo_dt_b_asin_title_o04_s00?ie=UTF8&psc=1> |
|
||||
| 78| Capacitors | "" |
|
||||
| 79| Capacitors | "" |
|
||||
| 80| mystery component | amz
|
||||
| 81| mystery component | amz
|
||||
| 82| empty drawer | n/a
|
||||
| 83| empty drawer | n/a
|
||||
| 84| empty drawer | n/a
|
||||
| 85| empty drawer | n/a
|
||||
| 86| empty drawer | n/a
|
||||
| 87| empty drawer | n/a
|
||||
| 88| empty drawer | n/a
|
||||
| 89| empty drawer | n/a
|
||||
| 90| empty drawer | n/a
|
||||
| 91| empty drawer | n/a
|
||||
| 92| empty drawer | n/a
|
||||
| 93| empty drawer | n/a
|
||||
| 94| empty drawer | n/a
|
||||
| 95| LED Strip Connectors | misc |
|
||||
| 96| empty drawer
|
||||
|
@ -266,3 +266,18 @@ Any attempted Transfer of all or any portion of a Membership Interest,
|
||||
shall be void and result in the immediate (no vote required) expulsion
|
||||
of the Member and forefiture of Member interest and the right of the Company
|
||||
to pursue the Member for any and all remedies under law.
|
||||
|
||||
## Duty of care
|
||||
|
||||
Each Member shall discharge their duties in a good and proper manner
|
||||
as provided for in this Agreement. Each Member, on behalf of the
|
||||
Company shall enforce agreements entered into
|
||||
by the Company and conduct or cause to be
|
||||
conducted the ordinary business and affairs of the Company in
|
||||
accordance with good industry practice and the provisions of this
|
||||
Agreement.
|
||||
|
||||
## Liability to Third Parties
|
||||
No Member or Director, solely by reason of being a
|
||||
member or Director, shall be liable for the debts, obligations, or liabilities of
|
||||
the Company.
|
||||
|
@ -1,10 +0,0 @@
|
||||
|
||||
# Duty of care
|
||||
|
||||
Each Member shall discharge their duties in a good and proper manner
|
||||
as provided for in this Agreement. Each Member, on behalf of the
|
||||
Company shall enforce agreements entered into
|
||||
by the Company and conduct or cause to be
|
||||
conducted the ordinary business and affairs of the Company in
|
||||
accordance with good industry practice and the provisions of this
|
||||
Agreement.
|
@ -0,0 +1 @@
|
||||
The following sections are the material we use in our operating agreements.
|
@ -5,10 +5,10 @@ To the fullest extent permitted by law, and subject to the limitations set
|
||||
forth in this Section, and with, in each case, the Board Of Directors
|
||||
prior approval:
|
||||
|
||||
* the Company may (at the Members sole discretion) indemnify each Director
|
||||
or Member for any Adverse Consequences
|
||||
that a Director or Member may suffer including, but not limited to, any
|
||||
Director, or Member who, is to be made a party to any pending or
|
||||
* the Company may (at the Members sole discretion) indemnify any or each Director
|
||||
for any Adverse Consequences
|
||||
that a Director may suffer including, but not limited to, any
|
||||
Director who, is to be made a party to any pending or
|
||||
completed action, suit or proceeding ("**Proceeding**"), any appeal
|
||||
therein, or any inquiry or investigation preliminary thereto, solely by
|
||||
reason of the fact that he or she is or was a Director, Member and was
|
||||
@ -16,13 +16,11 @@ acting within scope of duties or under the authority of the Company and
|
||||
was not in breach of agreements or violating fiduciary responsibility
|
||||
as determned by the Members;
|
||||
|
||||
* the Company may (at the Members sole discretion) pay a Director or Member for expenses
|
||||
incurred by him or her:
|
||||
* the Company may (at the Members sole discretion) pay a Director for expenses incurred by him or her:
|
||||
|
||||
(1) in advance of any deposition of a Proceeding to which such Director or Member is a party, and
|
||||
(1) in advance of any deposition of a Proceeding to which such Director is a party, and
|
||||
|
||||
(2) in connection with his or her appearance as a witness or other participation in any
|
||||
Proceeding.
|
||||
(2) in connection with his or her appearance as a witness or other participation in any Proceeding.
|
||||
|
||||
Such indemnification may also include counsel fees.
|
||||
|
||||
|
@ -1,5 +0,0 @@
|
||||
|
||||
# Liability to Third Parties
|
||||
No Member or Director, solely by reason of being a
|
||||
member or Director, shall be liable for the debts, obligations, or liabilities of
|
||||
the Company.
|
@ -3,3 +3,41 @@
|
||||
No Member shall be required to devote a particular
|
||||
amount of time or capital to the Company's business,
|
||||
but shall devote sufficient time to perform their duties hereunder.
|
||||
|
||||
|
||||
# Capital Contributions and Finance
|
||||
|
||||
## Capital Contribution
|
||||
|
||||
No Member shall have any obligation to make any Capital Contribution.
|
||||
Company members, in their sole and absolute discretion, may at any time elect
|
||||
to fund or not fund further Capital Contributions with respect to the
|
||||
Company or any Investment, Investment Entity, without any
|
||||
liability whatsoever to the Company or any Member, even if such failure
|
||||
to contribute results in the loss of any opportunity or the forfeiture
|
||||
of any Investment or interest in any Investment Entity, or results in
|
||||
any other penalty or liability.
|
||||
|
||||
## Return of Contributions
|
||||
|
||||
Except as expressly provided herein, no
|
||||
Member shall be entitled to the return of any part of its Capital
|
||||
Contributions, to be paid interest in respect of either its Capital
|
||||
Account or any Capital Contribution made by it or paid for the fair
|
||||
market value of its Membership Interest upon withdrawal or otherwise.
|
||||
|
||||
Unrepaid Capital Contributions shall not be a liability of the Company,
|
||||
or of any Member.
|
||||
|
||||
No Member shall be required to contribute or lend any cash or property
|
||||
to the Company to enable the Company to return any Member's Capital Contributions.
|
||||
|
||||
## Member Guaranties
|
||||
No Member shall undertake to guarantee or otherwise become liable for any obligation
|
||||
of the Company, or any Investment Entity.
|
||||
|
||||
## Investments
|
||||
|
||||
Investments. All Investments by the Company shall be made on such
|
||||
terms and conditions as the Board Of Directors and Members may determine.
|
||||
|
||||
|
@ -32,6 +32,23 @@
|
||||
- [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 Executive Officer
|
||||
|
||||
@ -109,8 +126,3 @@
|
||||
- [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 14: TSYS Group Governing Documents
|
||||
|
||||
- [(series LLC) Operating Agreement - used by Turn Net Systems LLC]
|
||||
- [(standalone LLC) Operating Agreement - used by Suborbital Systems Development Company LLC and RackRental.net Operating Company LLC]
|