From acc5e035c732a37885f65985cf7e7af0fcb91ce8 Mon Sep 17 00:00:00 2001 From: Charles Wyble Date: Sun, 22 Aug 2021 12:09:33 -0500 Subject: [PATCH] merged in operating agreement --- src/Board/Charters/Audit-Committee-Charter.md | 223 ++++++++++++++++++ src/Board/corp-charts/HFNOC/HFNOC-Hold.diag | 0 src/Board/corp-charts/HFNOC/HFNOC-Hold.png | Bin src/Board/corp-charts/HFNOC/HFNOC-Op.diag | 0 src/Board/corp-charts/HFNOC/HFNOC-Op.png | Bin src/Board/corp-charts/HFNOC/HFNOC.diag | 0 src/Board/corp-charts/HFNOC/HFNOC.png | Bin src/Board/corp-charts/RWSCP/RWSCP-LLC.diag | 0 src/Board/corp-charts/RWSCP/RWSCP-LLC.png | Bin .../TSYSCore/TSYSGroup-ForProfit.diag | 0 .../TSYSCore/TSYSGroup-NonProfit.diag | 0 .../TSYSCore/TSYSGroup-TSYSLLC-Holding.diag | 0 src/Board/corp-charts/TSYSGroup.diag | 0 src/Board/corp-charts/TSYSGroup.png | Bin src/CIO/Processes/MoveToproduction.md | 45 +--- .../hypervisor/code/fixcpuperf.sh | 0 .../hypervisor/code/newsrv.sh | 0 .../Admin-DataCenter/hypervisor/code/omsa.sh | 0 .../Admin-DataCenter/hypervisor/code/prox.sh | 0 .../networking/code/fixeth.sh | 0 .../Admin-RandD/EngWorkstationBuildGuide.md | 2 +- src/CIO/Systems/code/ListAllSystems.sh | 0 src/CTO/team-hweng/labComponentInventory.md | 101 +++++++- .../CommonTermsAndConditions.md | 15 ++ .../DutyOfCare.md | 10 - .../Governance-Introduction.md | 1 + .../Indemnification.md | 16 +- .../LiabilityToThirdParties.md | 5 - ...tOfTheCompany.md => ManagementOfTheLLC.md} | 0 .../TimeAndCapitalRequirements.md | 38 +++ src/SUMMARY.md | 22 +- 31 files changed, 403 insertions(+), 75 deletions(-) mode change 100755 => 100644 src/Board/corp-charts/HFNOC/HFNOC-Hold.diag mode change 100755 => 100644 src/Board/corp-charts/HFNOC/HFNOC-Hold.png mode change 100755 => 100644 src/Board/corp-charts/HFNOC/HFNOC-Op.diag mode change 100755 => 100644 src/Board/corp-charts/HFNOC/HFNOC-Op.png mode change 100755 => 100644 src/Board/corp-charts/HFNOC/HFNOC.diag mode change 100755 => 100644 src/Board/corp-charts/HFNOC/HFNOC.png mode change 100755 => 100644 src/Board/corp-charts/RWSCP/RWSCP-LLC.diag mode change 100755 => 100644 src/Board/corp-charts/RWSCP/RWSCP-LLC.png mode change 100755 => 100644 src/Board/corp-charts/TSYSCore/TSYSGroup-ForProfit.diag mode change 100755 => 100644 src/Board/corp-charts/TSYSCore/TSYSGroup-NonProfit.diag mode change 100755 => 100644 src/Board/corp-charts/TSYSCore/TSYSGroup-TSYSLLC-Holding.diag mode change 100755 => 100644 src/Board/corp-charts/TSYSGroup.diag mode change 100755 => 100644 src/Board/corp-charts/TSYSGroup.png mode change 100644 => 100755 src/CIO/Systems/Admin-DataCenter/hypervisor/code/fixcpuperf.sh mode change 100644 => 100755 src/CIO/Systems/Admin-DataCenter/hypervisor/code/newsrv.sh mode change 100644 => 100755 src/CIO/Systems/Admin-DataCenter/hypervisor/code/omsa.sh mode change 100644 => 100755 src/CIO/Systems/Admin-DataCenter/hypervisor/code/prox.sh mode change 100644 => 100755 src/CIO/Systems/Admin-DataCenter/networking/code/fixeth.sh mode change 100755 => 100644 src/CIO/Systems/code/ListAllSystems.sh delete mode 100644 src/OperatingAgreement-StandaloneLLC/DutyOfCare.md create mode 100644 src/OperatingAgreement-StandaloneLLC/Governance-Introduction.md delete mode 100644 src/OperatingAgreement-StandaloneLLC/LiabilityToThirdParties.md rename src/OperatingAgreement-StandaloneLLC/{ManagementOfTheCompany.md => ManagementOfTheLLC.md} (100%) diff --git a/src/Board/Charters/Audit-Committee-Charter.md b/src/Board/Charters/Audit-Committee-Charter.md index 8d2007e..1eb2bb3 100644 --- a/src/Board/Charters/Audit-Committee-Charter.md +++ b/src/Board/Charters/Audit-Committee-Charter.md @@ -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. diff --git a/src/Board/corp-charts/HFNOC/HFNOC-Hold.diag b/src/Board/corp-charts/HFNOC/HFNOC-Hold.diag old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/HFNOC/HFNOC-Hold.png b/src/Board/corp-charts/HFNOC/HFNOC-Hold.png old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/HFNOC/HFNOC-Op.diag b/src/Board/corp-charts/HFNOC/HFNOC-Op.diag old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/HFNOC/HFNOC-Op.png b/src/Board/corp-charts/HFNOC/HFNOC-Op.png old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/HFNOC/HFNOC.diag b/src/Board/corp-charts/HFNOC/HFNOC.diag old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/HFNOC/HFNOC.png b/src/Board/corp-charts/HFNOC/HFNOC.png old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/RWSCP/RWSCP-LLC.diag b/src/Board/corp-charts/RWSCP/RWSCP-LLC.diag old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/RWSCP/RWSCP-LLC.png b/src/Board/corp-charts/RWSCP/RWSCP-LLC.png old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/TSYSCore/TSYSGroup-ForProfit.diag b/src/Board/corp-charts/TSYSCore/TSYSGroup-ForProfit.diag old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/TSYSCore/TSYSGroup-NonProfit.diag b/src/Board/corp-charts/TSYSCore/TSYSGroup-NonProfit.diag old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/TSYSCore/TSYSGroup-TSYSLLC-Holding.diag b/src/Board/corp-charts/TSYSCore/TSYSGroup-TSYSLLC-Holding.diag old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/TSYSGroup.diag b/src/Board/corp-charts/TSYSGroup.diag old mode 100755 new mode 100644 diff --git a/src/Board/corp-charts/TSYSGroup.png b/src/Board/corp-charts/TSYSGroup.png old mode 100755 new mode 100644 diff --git a/src/CIO/Processes/MoveToproduction.md b/src/CIO/Processes/MoveToproduction.md index 52b9dde..7399626 100644 --- a/src/CIO/Processes/MoveToproduction.md +++ b/src/CIO/Processes/MoveToproduction.md @@ -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 -``` - -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 diff --git a/src/CIO/Systems/Admin-DataCenter/hypervisor/code/fixcpuperf.sh b/src/CIO/Systems/Admin-DataCenter/hypervisor/code/fixcpuperf.sh old mode 100644 new mode 100755 diff --git a/src/CIO/Systems/Admin-DataCenter/hypervisor/code/newsrv.sh b/src/CIO/Systems/Admin-DataCenter/hypervisor/code/newsrv.sh old mode 100644 new mode 100755 diff --git a/src/CIO/Systems/Admin-DataCenter/hypervisor/code/omsa.sh b/src/CIO/Systems/Admin-DataCenter/hypervisor/code/omsa.sh old mode 100644 new mode 100755 diff --git a/src/CIO/Systems/Admin-DataCenter/hypervisor/code/prox.sh b/src/CIO/Systems/Admin-DataCenter/hypervisor/code/prox.sh old mode 100644 new mode 100755 diff --git a/src/CIO/Systems/Admin-DataCenter/networking/code/fixeth.sh b/src/CIO/Systems/Admin-DataCenter/networking/code/fixeth.sh old mode 100644 new mode 100755 diff --git a/src/CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md b/src/CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md index 71fbfe3..6182c89 100644 --- a/src/CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md +++ b/src/CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md @@ -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 \ diff --git a/src/CIO/Systems/code/ListAllSystems.sh b/src/CIO/Systems/code/ListAllSystems.sh old mode 100755 new mode 100644 diff --git a/src/CTO/team-hweng/labComponentInventory.md b/src/CTO/team-hweng/labComponentInventory.md index abaa3e6..a5a32f3 100644 --- a/src/CTO/team-hweng/labComponentInventory.md +++ b/src/CTO/team-hweng/labComponentInventory.md @@ -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|| +| 9 | Heatshrink Tubing|""| +| 10 | Heatshrink Tubing|""| +| 11 | Wire Connector Butt Splice| | +| 12| Zipties| | +| 13| Push Buttons| amz,ck| +| 14| LED Screen|unknown origin| +| 15| Relays | amz but no specific link| +| 16| Sound | ck | +| 17| Diodes | | +| 18| Crystal Oscillators | | +| 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 | | +| 32| LiPO Batteries | misc | +| 33| LED assortment | | +| 34| Dual Row DIP IC Socket Adaptor Assortment | | +| 35| Inductors | | +| 36| Elenco CK Kit Electronic components not otherwise categorized| ck | +| 37| Resistors | | +| 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 | | +| 45| Test Leads | | +| 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 | | +| 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 | | +| 75| Transistors| "" | +| 76| Transistors | "" | +| 77| Capacitors | | +| 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 diff --git a/src/OperatingAgreement-StandaloneLLC/CommonTermsAndConditions.md b/src/OperatingAgreement-StandaloneLLC/CommonTermsAndConditions.md index d9008e5..33831e1 100644 --- a/src/OperatingAgreement-StandaloneLLC/CommonTermsAndConditions.md +++ b/src/OperatingAgreement-StandaloneLLC/CommonTermsAndConditions.md @@ -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. diff --git a/src/OperatingAgreement-StandaloneLLC/DutyOfCare.md b/src/OperatingAgreement-StandaloneLLC/DutyOfCare.md deleted file mode 100644 index db180bc..0000000 --- a/src/OperatingAgreement-StandaloneLLC/DutyOfCare.md +++ /dev/null @@ -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. diff --git a/src/OperatingAgreement-StandaloneLLC/Governance-Introduction.md b/src/OperatingAgreement-StandaloneLLC/Governance-Introduction.md new file mode 100644 index 0000000..19803e6 --- /dev/null +++ b/src/OperatingAgreement-StandaloneLLC/Governance-Introduction.md @@ -0,0 +1 @@ +The following sections are the material we use in our operating agreements. diff --git a/src/OperatingAgreement-StandaloneLLC/Indemnification.md b/src/OperatingAgreement-StandaloneLLC/Indemnification.md index 1adb5ce..ad304cc 100644 --- a/src/OperatingAgreement-StandaloneLLC/Indemnification.md +++ b/src/OperatingAgreement-StandaloneLLC/Indemnification.md @@ -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. diff --git a/src/OperatingAgreement-StandaloneLLC/LiabilityToThirdParties.md b/src/OperatingAgreement-StandaloneLLC/LiabilityToThirdParties.md deleted file mode 100644 index 474c8b2..0000000 --- a/src/OperatingAgreement-StandaloneLLC/LiabilityToThirdParties.md +++ /dev/null @@ -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. diff --git a/src/OperatingAgreement-StandaloneLLC/ManagementOfTheCompany.md b/src/OperatingAgreement-StandaloneLLC/ManagementOfTheLLC.md similarity index 100% rename from src/OperatingAgreement-StandaloneLLC/ManagementOfTheCompany.md rename to src/OperatingAgreement-StandaloneLLC/ManagementOfTheLLC.md diff --git a/src/OperatingAgreement-StandaloneLLC/TimeAndCapitalRequirements.md b/src/OperatingAgreement-StandaloneLLC/TimeAndCapitalRequirements.md index 2dbb35f..8adf010 100644 --- a/src/OperatingAgreement-StandaloneLLC/TimeAndCapitalRequirements.md +++ b/src/OperatingAgreement-StandaloneLLC/TimeAndCapitalRequirements.md @@ -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. + diff --git a/src/SUMMARY.md b/src/SUMMARY.md index a6fb22d..8eed87a 100644 --- a/src/SUMMARY.md +++ b/src/SUMMARY.md @@ -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] \ No newline at end of file