# HFNOC / HFNFC Operating Agreement Instructions

I need to create an operating agreement for High Flight Network Operating Company Group (series) LLC (HFNOC), and High Flight Network Finance Company Group (HFNFC) which are both series of Turnkey Network Systems LLC. Please incorporate the following key elements:

1. HFNOC's /HFNFC’s Board has ultimate governing authority over all HFNOC/HFNFC operations, decisions, policies, and affairs. While HFNOC / HFNFC exists as series of the Parent LLC, they maintains fully autonomous decision-making authority.

2. The FairShares Model with four stakeholder categories:

   - Founder Members
   - Labor Members
   - User Members
   - Investor Members

3. Equal distribution principles:

   - Total profits allocated between categories according to specified percentages [leave placeholders]
   - Within each category, all members receive equal profit interests regardless of contribution size
   - Each category has proportional board representation based on their allocation ratio

4. Three-class membership structure (to comply with parent LLC requirements):

   - Class A: full voting and economic rights
   - Class B: economic rights only
   - Class C: limited rights (resulting from involuntary transfers)

5. Electronic membership registry maintained by KNEL, which is the mandatory IT service provider.

6. Relationship with High Flight Network Finance Company (HFNFC):

   - HFNOC must ONLY use HFNFC for all network buildout financing
   - HFNOC's Board maintains operational authority over network buildouts while HFNFC has financing authority
   - Establish a permanent HFNFC Coordination Committee of the HFNOC Board with specific duties including:
     * Regular meetings with HFNFC leadership
     * Coordinating the financing application process
     * Monitoring the relationship and resolving disputes
     * Reporting to the full HFNOC Board quarterly
     * Developing standardized processes and documentation

7. Dedicated oversight committee for each subsidiary series of HFNOC, with:
   - At least three Board members from different stakeholder categories
   - Regular reporting to the full HFNOC Board
   - Monitoring of operations, performance, and compliance

8. Provisions for Section 83(b) elections for profit interests subject to vesting.

9. Sociocratic governance principles with interconnected circles, double-linking, and consent-based decision-making.

10. HFNOC is in the business of planning, building, deploying, and operating internet service provider points of presence.

10. HFNFC is in the business of financing the land, buildings, construction, equipment etc needed for a successful HFNOC deployment.

Please create a comprehensive operating agreement that addresses all these elements while ensuring the HFNOC/HFNFC Board's ultimate authority is clear throughout.

Please reference ./HFNOC-DraftOperatingAgreement.md for an existing draft we created awhile ago.
