diff --git a/content/charters.turnsys.com/.gitignore b/content/charters.turnsys.com/.gitignore new file mode 100644 index 0000000..77320b3 --- /dev/null +++ b/content/charters.turnsys.com/.gitignore @@ -0,0 +1 @@ +output/* diff --git a/content/charters.turnsys.com/LICENSE b/content/charters.turnsys.com/LICENSE new file mode 100644 index 0000000..5293729 --- /dev/null +++ b/content/charters.turnsys.com/LICENSE @@ -0,0 +1,235 @@ +GNU AFFERO GENERAL PUBLIC LICENSE +Version 3, 19 November 2007 + +Copyright (C) 2007 Free Software Foundation, Inc. + +Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed. + + Preamble + +The GNU Affero General Public License is a free, copyleft license for software and other kinds of works, specifically designed to ensure cooperation with the community in the case of network server software. + +The licenses for most software and other practical works are designed to take away your freedom to share and change the works. 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Interpretation of Sections 15 and 16. + +If the disclaimer of warranty and limitation of liability provided above cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Program, unless a warranty or assumption of liability accompanies a copy of the Program in return for a fee. + +END OF TERMS AND CONDITIONS + + How to Apply These Terms to Your New Programs + +If you develop a new program, and you want it to be of the greatest possible use to the public, the best way to achieve this is to make it free software which everyone can redistribute and change under these terms. + +To do so, attach the following notices to the program. It is safest to attach them to the start of each source file to most effectively state the exclusion of warranty; and each file should have at least the "copyright" line and a pointer to where the full notice is found. + + TSYSGovernance + Copyright (C) 2025 TSYSGroupBOD + + This program is free software: you can redistribute it and/or modify it under the terms of the GNU Affero General Public License as published by the Free Software Foundation, either version 3 of the License, or (at your option) any later version. + + This program is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Affero General Public License for more details. + + You should have received a copy of the GNU Affero General Public License along with this program. If not, see . + +Also add information on how to contact you by electronic and paper mail. + +If your software can interact with users remotely through a computer network, you should also make sure that it provides a way for users to get its source. For example, if your program is a web application, its interface could display a "Source" link that leads users to an archive of the code. There are many ways you could offer source, and different solutions will be better for different programs; see section 13 for the specific requirements. + +You should also get your employer (if you work as a programmer) or school, if any, to sign a "copyright disclaimer" for the program, if necessary. For more information on this, and how to apply and follow the GNU AGPL, see . diff --git a/content/charters.turnsys.com/README.md b/content/charters.turnsys.com/README.md new file mode 100644 index 0000000..a7ba97f --- /dev/null +++ b/content/charters.turnsys.com/README.md @@ -0,0 +1,35 @@ +# TSYS Governance Mono Repository + +Welcome to the live, production, one/only mono repo for an emerging FLO / cooperative conglomerate built by a soloprenuer aiming for 10 trillion market cap and 100 million cooperative members that is fully vertically/horizontally integrated and does what the Dems wish they could do.... + +Welcome to actual capitalism as it should be practiced. Not extractive (crony)(cororate)capitalism but actual value creation/distribution. At scale. I'm a liberal with an actual plan. Spent years studying capital raising/formation/deployment , the intersection of government/industry and have created this framework to solve the digital divide. Releasing it as FLO so others can take it and run with it to solve waste management, clean water, climate etc. + +This is a mostly automated / LLM / cline created/managed repository using the Anthropic API with cline VsCode extension. + +Please see input-human/Project-TSYSGovernance-MonoRepo-README.md for the human written entrypoint instructions. + +Please see input-llm for LLM optimized versions of anything in input-human + +I (@ReachableCEO) liberally use the Deepseek/Claude app/website and API and intermix freely and iterate until I'm happy. + +I also use Joplin to store copy/pasted from the Deepseek/Claude app (on mobile and desktop) intermediate artifacts. + +Many of my commit messages are simply "." (if I am rapidly iterating / capturing / hacking) so using git diff/history etc tooling is your best bet. + +As always, what you see is what you get, AGPL3 etc etc.... + + + +This repository contains charters for all TSYS Group components. + +- For Profit +- Non Profit +- Holding company (template) +- Free libre open software projects +- Free libre open company project + + This is a mdbook repository. + + - See book.toml for the mdbook configuration, + - see src for the actual markdown content + - See [Deployed Version](https://charters.turnsys.com) \ No newline at end of file diff --git a/content/charters.turnsys.com/input/book.toml b/content/charters.turnsys.com/input/book.toml new file mode 100644 index 0000000..aacc842 --- /dev/null +++ b/content/charters.turnsys.com/input/book.toml @@ -0,0 +1,51 @@ +[book] +authors = ["Turnkey Network Systems LLC Board of Directors"] +language = "en" +multilingual = false +src = "src" +title = "TSYS Group Governance Documents" + +[build] +build-dir = "../output/html/" +create-missing = false + +[output.html] + +#[output.pdf] +## Set for auto-retrying if failed to generate PDF. +# trying-times = 1 + +## This backend only support latest Chromium based browsers, not Safari and Firefox currently. +## If needed, please specify the full path. +## If you specify the wrong binary, chances are that there will be a timeout error. +# browser-binary-path = "" + +## Assign the static hosting site url so that relative links outside the book can be fixed. +#static_site_url = "https://charters.turnsys.com" + +## Set the theme to be applied for the generated PDF. +#theme = "ayu" + +## Check Chrome Devtools Protocol Docs for the explanation of the following params: +## https://chromedevtools.github.io/devtools-protocol/tot/Page/#method-printToPDF + +#landscape = false +#display-header-footer = true +#print-background = true +#scale = 0.7 +#paper-width = 8 +##paper-height = 10 +#margin-top = 0.5 +##margin-bottom = 0.5 +##margin-left = 0.5 +##margin-right = 0.5 +#page-ranges = "" +#ignore-invalid-page-ranges = false + +#header-template = "

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" +#prefer-css-page-size = true + +#[output.pdf-outline] +#like-wkhtmltopdf = false +#optional = true \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Bylaws/AFABN/AFABN-Bylaws.md b/content/charters.turnsys.com/input/src/Bylaws/AFABN/AFABN-Bylaws.md new file mode 100644 index 0000000..fcd7345 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Bylaws/AFABN/AFABN-Bylaws.md @@ -0,0 +1 @@ +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Bylaws/SDG/SDG-Bylaws.md b/content/charters.turnsys.com/input/src/Bylaws/SDG/SDG-Bylaws.md new file mode 100644 index 0000000..fcd7345 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Bylaws/SDG/SDG-Bylaws.md @@ -0,0 +1 @@ +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Bylaws/SDSG/SDSG-Bylaws.md b/content/charters.turnsys.com/input/src/Bylaws/SDSG/SDSG-Bylaws.md new file mode 100644 index 0000000..fcd7345 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Bylaws/SDSG/SDSG-Bylaws.md @@ -0,0 +1 @@ +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/BoardOfDirectorsManual.md b/content/charters.turnsys.com/input/src/Handbook/Board/BoardOfDirectorsManual.md new file mode 100644 index 0000000..43c9936 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/BoardOfDirectorsManual.md @@ -0,0 +1,529 @@ + +# Introduction + +As part of a shared commitment to good corporate governance, the Board of Directors (“Board”) +and Management of TSYS Group (the “Group”) have adopted these shared principles to promote +effective governance by: + +* Board of Directors as a whole +* Board committees +* Management of the Group entities + +The guidelines do not purport to be all encompassing. + +Rather they are designed with the Group’s: + +* current business operations +* diverse ownership +* all stakeholders +* unique combination of non profit/for profit/registered investment company components + +in mind and will continue to evolve with changing circumstances. + +These Guidelines have been adopted and approved by the: + +* Board of Directors +* Management of the Group entities +* members of the Group entities + + The + +* BoD Manual (this document) +* Bylaws +* Operating Agreements + +serve as the framework for the governance of the Group. + +# Organizational Documents And Information of TSYS Group + +## Articles of Incorporation and Certificates of Formation + +The TSYS Group (the "Group") consists of a number of entities. + +ERPNext contains the complete entity chart, and each entity has it's state and federal formation documents attached to the entity in ERPNext. + +## Operating Agreement and By-Laws of the TSYS Group (TSG) + +The TSYS Group entities have adopted Operting Agreements (for the LLCs) and By-Laws (for the corporations) that provide governance guidelines for that +Group Entity. The Operating Agreement and By-Laws may reference the committee charter for the Board committee that oversees them. Those charters can be +found later in this manual. + +The current By-Laws and Operating Agreements (minus capital tables for the For Profit entities) are availble at https://governance.turnsys.com . +You may also refer to https://git.turnsys.com/explore/repos for history or in progress work on the governing documents. + +## IRS Documents + +The TSYS Group consists of some non profit entities. Information regarding that can be found in ERPNext with the entity attachments. + +## Financial Records + +All financial records belonging to TSYS Group are open for inspection by the Board of Directors at reasonable times upon request to the +Group entities CEO/CFO. + +## Fiscal Year + +The fiscal year for the TSYS Group is January 1st to December 31st. + +# Director Qualifications + +The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, backgrounds and relationships useful to the Group’s mission. In choosing directors, the Group seeks individuals who have very high integrity, business savvy, stakeholder orientation and a genuine interest in the Group. + +Members of the Board should have: + +* the highest level of professional, business and personal integrity, ethics and values +* willingness and ability to devote the time necessary to carry out the duties and responsibilities of Board membership +* a desire to ensure that the Group operations and financial reporting are effected in a transparent manner and in compliance with + applicable laws, rules, and regulations +* a dedication to the representation of the best interests of the Group and all of it's stakeholders. +* expertise that is useful to the Group and complementary to the background and expertise of the other members of the Board; + +# Director Responsibilities + +The basic responsibility of the directors is to exercise their best judgment to act in what they reasonably believe to be in the +best interests of the Group and its stakeholders, and to conduct themselves in accordance with their duties of care and loyalty. + +## Confidentiality + +The proceedings and deliberations of the Board and its committees are confidential. Each Director has a fiduciary obligation to maintain the +confidentiality of information received in connection with his or her service as a Director. + +## Participation in Meetings + +Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed to carry out +their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities. + +Each Director should be sufficiently familiar with the business of the Group, including its assets, liabilities, capital structure, risks and +the competition it faces, to ensure active and effective participation in the deliberations of the Board and each committee on which he or she +serves. + +Directors should also study the materials provided by Management and advisors in advance of the meetings of the Board and its committees and should +arrive prepared to discuss the issues presented. + +## Service on Other Boards + +The Board does not have a policy limiting the number of other boards of directors upon which a Director may sit; provided, however, that sitting on +another company’s board of directors should not create a conflict of interest or impair the Director’s ability to devote sufficient time to carry out his or her +duties as a Director of the Group. + +All Directors should consult with the Executive, Governance and Nominating Committee prior to joining the board of another entity. + +The Executive, Governance, and Nominating Committee will periodically review all Directors’ outside board memberships. + +An Independent Director will advise the Executive, Governance and Nominating Committee before accepting a position on the board, or as an officer +of any other entity. + +In undertaking a new board or officer position with any other entity, each Independent Director should be guided by the principle that +the position should not: + +* present a conflict for the Group or the Independent Director +* interfere with the Director’s availability and services for the Group + +Directors who experience a material change in their job responsibility shall offer to resign from the Board. The Executive, Governance and +Nominating Committee, after reviewing the appropriateness of continued Board service under these circumstances, and with input from the +Group Chief Executive Officers, will recommend whether the Board should accept such resignation. + +# Voting for Directors + +Please refer to the committee charters for specific instructions on elections to those committees , director terms, election, removal etc +and also Operating Agreement or Bylaws as referenced in the committee charters. What follows are general guidelines. + +Any nominee for director in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors +to be elected) who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, promptly following +certification of the stakeholder vote, offer his or her resignation to the Board for consideration in accordance with the following procedures. + +All of these procedures shall be completed within 30 days following certification of the stakeholder vote. + +The Qualified Independent Directors (as defined below) shall evaluate the best interest of the Group and its stakeholders +and shall decide on behalf of the Board the action to be taken with respect to such offered resignation, which can include: + +* accepting the resignation +* rejecting the resignation +* maintaining the director but addressing what the Qualified Independent Directors believe to be the underlying cause of the withhold votes in close + consultation with the stakeholders +* resolving that the director will not be re-nominated in the future for election + +In reaching their decision, the Qualified Independent Directors shall consider all factors they deem relevant, including: + +* any stated reasons why stakeholders withheld votes from such director +* any alternatives for curing the underlying cause of the withheld votes +* the director’s tenure +* the director’s qualifications +* the director’s past and expected future contributions to the Group +* the overall composition of the Board, including whether accepting the resignation would cause the Group to fail to meet any applicable requirements + +Following the Board’s determination, the Group shall promptly disclose publicly (through the Board Secretary) the Board’s decision of whether or +not to accept the resignation offer. + +The disclosure shall also include an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the offered resignation. + +A director who is required to offer his or her resignation in accordance with this Section shall not be present during the deliberations or voting whether +to accept his or her resignation or, except as otherwise provided below, a resignation offered by any other director in accordance with this Section. + +Prior to voting, the Qualified Independent Directors will afford the affected director an opportunity to provide any information or statement that he or she deems relevant. + +For purposes of this Section, the term “Qualified Independent Directors” means: + +(a) All directors who (1) are independent directors (as defined in accordance with the NYSE Corporate Governance Rules) and (2) are not required to +offer their resignation in accordance with this Section. + +(b) If there are fewer than three independent directors then serving on the Board who are not required to offer their resignations in accordance with this +Section, then the Qualified Independent Directors shall mean all of the independent directors and each independent director who is required to offer +his or her resignation in accordance with this Section shall recuse himself or herself from the deliberations and voting only with respect to his or her +individual offer to resign. + +The foregoing procedures will be summarized and disclosed each year in the Annual Report for the Group’s annual meeting of stakeholders. + +# Composition of the Board + +![](../charts/BoD.png) + +## Board Permament Committees + +The Board has six permament committees: + +![](../charts/committees.png) + +### Group wide oversight + +* Audit Committee + +![](../charts/audit-committee.png) + +* Executive, Governance, and Nominating Committee + +![](../charts/exec-committee.png) + +### Group component oversight + +* ForProfit Committee + +![](../charts/ForProfit.png) + + +* NonProfit Committee + +![](../charts/NonProfit.png) + +* HFNOC Committee + +![](../charts/hfnoc-committee.png) + +* Redwood Committee + +![](../charts/Redwood.png) + +You may find the respective charters of the committees later in this manual. + +The Board may, from time to time, establish and maintain additional or different committees, as it deems necessary or appropriate. + +# Functions of the Board + +The Board has a duty to oversee the affairs of the Group. In addition to its general oversight of management, the Board also performs a number of specific functions to include the following, which will be discharged either directly by the entire Board , management or through appropriate committees: + +* Selecting, supporting, and evaluating the Chief Executive Officer of Group entities +* Overseeing succession planning of the Group entities +* Providing counsel and oversight on the selection, evaluation, development and compensation of senior management across the Group entities +* Reviewing, evaluating and, approving, the Group entities major strategies, long-term plans, annual operating plans and budgets +* Overseeing Group performance against broad financial/mission objectives +* Overseeing the Group’s risk policies and procedures (including market, credit and operational risks), assessing major risks facing the Group and + reviewing options for their mitigation +* Providing advice and counsel to the Chief Executive Officers and other senior management +* Overseeing the integrity of the Group's financial reporting process and the adequacy of accounting, IT, financial and internal controls +* Evaluating the overall effectiveness of the Board and its committees, as well as evaluating and recommending appropriate candidates for election as Directors + +## Board Interaction with Customers, Community Members, Press, Etc. + +The Board believes that Management speaks for the Group. Individual Board members may, from time to time, meet or otherwise communicate with various +constituencies that are involved with the Group, but it is expected that Board members would do this with the knowledge of management and, in most cases, +only at the request of Management. + +If someone from the press contacts you, politely decline their contact and ask them to utilize the contact channels provided on the Group entity websites. + +## Role of the Board and management + +The roles of the Board and Management are related, but distinct. + +Management proposes the Group’s strategy and revises the strategy after the Board’s input before presenting a final strategy for Board approval. + +Management then implements the Group’s strategy in the day-to-day operation of its business, reporting regularly to the Board or +its Committees on significant events, issues and risks which may materially affect the Group’s financial performance or the achievement of its strategic goals and mission objectives. + +The Board is elected as specified in the Group entity governing documents to oversee the long-term health and the overall success of the Group mission. + +In discharging that obligation, the Directors recognize that the long-term interests of the Group are advanced by thoughtfully and responsibly addressing the concerns of all stakeholders and interested parties including: + +* employees +* members +* customers +* suppliers +* government officials +* the public at large + + +## Terms and term limits +The Board does not believe that it is in the best interests of the Group to establish term limits for directors at this time. +Additionally, such term limits may cause the Group to lose the contribution of directors who have been able to develop, +over a period of time, increasing insight into the Group's business and therefore can provide an increasingly significant +contribution to the Board. + +The Board does not have limits on the number of terms a director may serve. + +The Executive, Governance and Nominating Committee is responsible for nominating directors for election or reelection. + +The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection. + +## Size of Board + +The size of the Board should facilitate substantive discussions of the whole Board in which each Director can participate meaningfully. + +The component governing documents and applicable law permit the Board to change its size to not less than three Directors. + +The Board will periodically review its size as appropriate and make recommendations to the Stakeholders for any needed changes. + +## Director Independence + +All directors serving on the ForProfit commitee must not be members of the entities the committe oversees. + +A 2/3 majority of the Directors serving on the NonProfit committee must be Independent , non executive directors. + +To the extent necessary for Redwood Springs Capital Partners and affilliated entities to satisfy Section 15(f) of the 1940 Act or any other +applicable requirement, +At least 2/3 of Directors on the Redwood Committee shall be persons who are not interested persons of the Group within the meaning of Section +2(a)(19) of the 1940 Act. + +## Director Access to Management and Advisors + +All Directors are invited to contact the Chief Executive Officer of any Group entity at any time to discuss any aspect of the Group’s business. + +The Board expects that there will be frequent opportunities for Directors to meet with the Chief Executive Officer and other members of Management, +either in Board and committee meetings, or in informal events organized by the Chief Executive Officer. + +In connection with the performance of their responsibilities, the Board will seek appropriate access to members of senior management and should use +sound judgment to be sure that contacts with Mmembers of Management are not distracting to the business operations of the Group. + +# Board Meetings + +Regular meetings of the Board shall be held quarterly. Special meetings shall be held at other times as the Board may determine is appropriate. + +The Chair of the Board is responsible for establishing the agenda for each Board meeting. + +Each director is free to suggest items for inclusion on the agenda. + +At least once a year, the Board reviews the Group’s long-term plans and the principal issues that the Group will face in the future. + +At least once a year, The Board reviews the Group entities Business Plans , budgets and strategies and quarterly reviews Group entity business plans +and strategies and progress against them. + +## Meeting Schedule and Agenda + +The Chair of the Board will establish a quarterly and annual schedule of Board meetings. + +Special Board meetings may be called at any time. + +The Chair of the Board will develop the agenda for each meeting. Any Director may place an item on the Board agenda at any time. + +The Chair of each committee, in consultation with the committee members and the appropriate members of Management, will establish a +schedule of monthly committee meetings. Special committee meetings may be called at any time in the manner set forth in the committee Charters. + +The Chair of each committee, in consultation with the appropriate members of Management, will develop the agenda for each committee meeting. +Any Director may place an item on the agenda of any committee at any time. + + +## Private Sessions + +Directors may meet in regularly scheduled private session (i.e., without stakeholders or members of management) to properly discharge their +responsibilities, foster relationships among Directors or any other reason. The Chair of the Board will establish a schedule of these meetings. + +The attendees at a private session may invite others (as appropriate) to participate in all or part of their meetings, including outside advisors +or members of management. These private sessions may be called at the request of any Director, in addition to the regularly scheduled sessions. + +Formal deliberations or decisions concerning the business and affairs of the Group shall occur only during regular or special meetings of the +Board, with stakeholders present, and not at Private Sessions. + +The independent directors also shall meet in a separate private session consisting solely of independent directors at least once a year. + +# Management Succession + +Assuring that the Group components have the appropriate successor to their current Chief Executive Officer in the event of their death or +disability is one of the Board’s primary responsibilities. + +The Group does not anticipate that the Chief Executive Officers of the Group entities will retire other than due to disability. + +The Chief Executive Officer of the Group entities, reports annually to the Board on executive management succession planning and makes available, +on a continuing basis, their recommendation on succession in the event they were disabled. + +The Board shall regularly review succession planning across the Group and the strengths and weaknesses of certain individuals currently employed by the +Group entities who could succeed the Chief Executive Officer of the Group entities in the event of their death or disability. + +# Annual Performance Evaluation + +The Executive, Governance and Nominating Committee conducts an annual evaluation to determine whether the Board and its committees are +functioning effectively and reports its conclusions to the Board , management and outside stakeholders. The report is public. + +Each of the + +* Audit Committee +* Executive, Governance, and Nominating Committee + +separately conducts an annual self evaluation of its performance relative to the requirements of its Charter and reports its conclusions to the Board, +management and outside stakeholders. The report is public. + +The Board and committee performance is reviewed (at least) annually by the Group Entities management and stakeholders. The report is private. + +# Public Disclosure of Corporate Governance Policies + +The Group posts on its website copies of the current adopted version of : + +* this manual (which includes committee charters, Code of Business Conduct and Ethics) +* HFNOC Operating Agreement +* Redwood Operating Agreement (without capital table) +* For Profit Operating Agreement (without capital table) +* Non Profit Bylaws +* the Group's Annual Report +* Group Information Security Policy + +on its governance website at https://governance.turnsys.com + +# Technology and Information Security + +By definition a Director has access to information that could cause serious problems if it were to leave the Group. Therefore, Directors must +follow Group Information Security policies. + +It is the Board's responsibility to oversee the protection of Group intellectual property in it's possession, including +data, information and systems from theft, carelessness, misuse, unauthorized access and vulnerability to cyber attack. + +Directors will obtain and maintain appropriate security procedures specified by Group management. + +These include cryptographic certificates, two-factor authentication, passwords and any other items the Group management deems necessary. + +The Group’s systems and devices are Group property. As such and to the extent allowed by applicable law, +Group Manaement reserves the right to monitor their use. + +# Director and officer liability insurance + +The Group does not purchase directors and officers liability insurance for its directors or officers. + + +# Gifts, entertainment & hospitality policy and avoiding conflicts of interest + +## Conflict Of Interest +A conflict of interest arises when personal interests or divided loyalties interfere with our ability to make sound, +objective business decisions on behalf of the Group. To avoid potential conflicts or the perception of a conflict: + +* Be truthful in all statements submitted to the Group +* Do not improperly use Group property, information or position for personal gain +* Refrain at all times from self-dealing, such as steering group business or opportunities to benefit you or your family members +* Use care in dealings between the Group and financial institutions. If you are involved in anyway in the relationship between the + Group and a financial institution, you must be sure not to improperly benefit from that relationship because of your position + on the Board. If you are unsure about a particular benefit being offered, you should refrain from accepting the benefit. +* Do not conduct non-Group business in such a manner as to mislead others into believing that you are representing the Group. +You must be alert to any actual or potential conflicts of interest, or any situations that might be perceived to be a conflict, +and immediately disclose such conflicts to an appropriate representative in Management. + +## Gifts + +Ensure gifts, entertainment and hospitality are appropriate Bona fide business gifts and +entertainment can be appropriate and instrumental in cementing good relationships with our +business partners. + +Never allow gifts and hospitality to place you or the Group in a situation where your +objective judgment or compliance with the law might be questioned. + +Do not provide or accept gifts or hospitality unless they have a business purpose and are +clearly appropriate in the context of a reasonable business relationship. + +## Never solicit gifts or hospitality + +Refuse or return any gift, even a minor one, which appears to be given for the purpose of or +with an expectation of reward or influence. + +Be particularly aware of the cultural significance of particular gifts in many locations in which the Group does business. + +Clearly document all Group related expenses in accordance with relevant policies and procedures. + +Before giving or receiving a gift or incurring an entertainment expense, be sure to consult any policies that may apply. + +Remember, you are responsible for exercising sound judgment when incurring expenses, even if the expenses +fall within defined policy limits. + +# Discussion of legal matters +Speaking about Group legal matters to others, even to family members or fellow Group associates, may jeopardize the attorney-client privilege that protects +the confidentiality of such matters, possibly resulting in the loss of the Group’s right to keep communications with its lawyers confidential from adversaries. + +This is a very serious breach, and should be avoided under all circumstances. + +Therefore, if a Group lawyer, whether employed by the Group or by an outside law firm, discusses any Group legal matters with you, +you may not speak about or tell anyone what was discussed without prior approval of the lawyers who are handling the matter. + +These restrictions do not prohibit you from reporting any honest concern you may have of a violation of law to an appropriate government entity, +as long as you do not disclose information revealed to you by, in the presence of, or in communication with, a Group attorney, as such information +is covered by the attorney-client privilege. + +You must be truthful and accurate when dealing with government entities or officials. + +Generally speaking, if you have information that may be relevant to a Group legal matter, you should not discuss the information with any one other than +a lawyer, even if you do not consider the information confidential. + +Aside from the privilege issues, repeating information to others can easily create confusion and turn otherwise, uninvolved people into witnesses. + +# Insider Trading Policy + +## Do not disclose or trade on inside information +Insider trading, defined as (i) buying or selling, or causing someone else to buy or sell, securities while in possession of material, non-public information +relating to the Group whose securities are being traded, (ii) disclosing or “tipping” material, non-public information to others or recommending +the purchase or sale of securities on the basis of such information, or (iii) assisting someone who is engaged in such activities, is prohibited. + +Insider trading applies to trading in the securities of not just units of the TSYS Group, but of any company. + +Criminal prosecutions for insider trading are commonplace and may result in fines and/or imprisonment. + +Any Director or Officer who comes into possession of material, non-public information about the TSYS Group or another company must refrain from trading in +that company’s securities until the information has been adequately disseminated to the public. + +If a Director or Officer has any doubt about whether or not certain information is non-public or material, he or she should refrain from trading, +disclosing, or tipping the information. + +## Restrictions on your immediate family and household + +Insider trading restrictions apply to your family members and others living in your household. You are expected to be responsible for the compliance +of members of your immediate family or household. + +# Political Activities + +Directors are welcome to engage as individuals in the political process in any way allowable by law, including but not limited to donating +money to the candidates of their choice and volunteering on campaigns. + +Directors may contact their elected representatives for any personal reason. It should always be clear to outside observers that these are personal +actions and not actions taken on behalf of TSYS Group or its affiliates. + +It should always be abundantly clear to outside observers that these are your personal actions and not actions taken on behalf of the Group. Never +convey the impression that you speak for the TSYS Group or any of its components in any way when you engage in personal political activities. + +Observe all laws governing gifts to government officials, which may include party officials, candidates for political office, as well as elected officials. + +## Contributing Group assets + +Do not contribute, loan, donate, reimburse or otherwise provide any corporate money, services, products or facilities to any political party, +candidate, or political committee, in any circumstance, ever. + +Always keep in mind that “contribution” is defined broadly, and does not necessarily mean money. It may, under some circumstances, even include the +use of Group email to solicit donations or support. + +## Lobbying +Do not engage in lobbying activities on behalf of the Group with respect to any governmental entity in the United States – federal, state or local. + +Do not engage in lobbying activities on behalf of the Group with respect to any non-U.S. government. + +TSYS Group conducts all political contributons and lobying soley through a dedicated, independently supervised, heavily regulated, component. +All other lobbying or contributions from TSYS Group are expressely forbidden. + +## Seeking public office +If you wish to seek or accept elected or appointed public office (including local council and government positions) while working at the TSYS Group +or any of its companies, you must first seek the authorization of the TSYS Board. + + +# Periodic Review of These Guidelines + +These Guidelines will be reviewed annually by the Executive, Governance And Nominating Committee and may be amended by the Board from time to time. + + diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Audit-Committee-Charter-toDiff.md b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Audit-Committee-Charter-toDiff.md new file mode 100644 index 0000000..1eb2bb3 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Audit-Committee-Charter-toDiff.md @@ -0,0 +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/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Audit-Committee-Charter.md b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Audit-Committee-Charter.md new file mode 100644 index 0000000..8d2007e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Audit-Committee-Charter.md @@ -0,0 +1 @@ +# Audit Committee Charter diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Executive-Governance-Nominating-Committee-Charter.md b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Executive-Governance-Nominating-Committee-Charter.md new file mode 100644 index 0000000..bde1065 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Executive-Governance-Nominating-Committee-Charter.md @@ -0,0 +1,98 @@ + +# Executve, Governance and Nominating Committee Charter + +## Role + +The role of the Executive, Goverance and Nominating Committee (the “Committee”) of TSYS Group is to assist the Board of Directors (the “Board”) +of the Group by: + +* Recommending to the Board corporate governance guidelines applicable to the Group + +* Identifying, reviewing, and evaluating individuals qualified to become members of the Board + +* Reviewing and recommending the nomination of Board members + +* Assisting the Board with other related tasks, as assigned from time to time + +## Requirements + +Committee members shall be generally acquainted with corporate governance and have experience in one or more of the areas of the Committee’s +responsibilities. + +## Membership + +The Committee shall consist of : + +* BoD Co Chair (who will be the chair of the Committee) +* Each of the BoD Permament Committee Chairs (ForProfit, NonProfit, HFNOC, Redwood) + +each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. +Committee members shall meet the independence requirements of the New York Stock Exchange, as well as all applicable laws and regulations. + +## Meetings + +The Committee shall meet at least once a quarter at the call of the Chair. Additional meetings may occur as any members of the +Committee requests or its Chair deems advisable. + +## Rules + +The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar +communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. + +## Authorization + +The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent +with: + +(a) any provision of this Charter +(b) any provision of the Bylaws or Operating Agreements of the TSYS Group entities +(c) the laws of the state of Texas + + +## Privileged Communications + +Any communications between the Committee and legal counsel in the course of obtaining legal +advice will be considered privileged communications of the Group and the Committee will +take all necessary steps to preserve the privileged nature of those communications. + +## Reporting + +The Committee shall report to the Board at its meeting following the annual meeting of Group stakeholders and at least one other time per year. + +## Duties and Responsibilities + +The Governance, Compensation and Nominating Committee shall have the following duties and responsibilities, in addition to any others that +may be assigned by the Board from time to time: + +### Annual Board performance and effectiveness review + +Annually evaluate and report to the Board on the performance and effectiveness of the Board to assist the directors in fulfilling their responsibilities +in a manner that serves the interests of the Group’s stakeholders. + +### Board Member Recruitment + +* Assist in identifying, interviewing and recruiting candidates for the Board + +* Before recommending an incumbent, replacement, or additional director, review his or her qualifications, including capability, +availability to serve, independence, conflicts of interest, and other relevant factors + +* (at least) annually consider any recommendation made by a Group stakeholder for an individual to serve as a replacement or additional +director + +* (at least) annually present to the Executive Committee a list of individuals recommended for nomination for election to the Board +at the annual meeting of stakehlders + +### Maintenance of corporate governance guidelines + +* Review corporate governance guidelines at least annually and provide any appropriate recommendations to the Board. + +* Develop and recommend to the Board a set of corporate governance guidelines applicable to the Group. + +## Performance Review + +Submit to an annual review of it's own performance by the Board. + +## Ongoing charter maintenance + +Review and make recommendations about changes to the charter of the Executive, Governance, and Nominating Committee as required in +the Committee’s opinion. diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/Charters/ForProfit-Committee-Charter.md b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/ForProfit-Committee-Charter.md new file mode 100644 index 0000000..39a290e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/ForProfit-Committee-Charter.md @@ -0,0 +1,130 @@ + +# ForProfit Committee Charter + +As stated in the Operating Agreement of the Component electing oversight by this committee, any changes to this charer must be approved by unamious +written consent of all Members of all components governed under this committee. + +## Purpose + +The ForPofit Committee provides support, guidance and counsel to Management and oversight for the interests of all stakeholders in: + +* RackRental +* Suborbital +* Axios Heart Studios + +and other affiliated components that may elect oversight by this committee + +## Director Elections + +The Committee shall be elected (at least) yearly by the LLC Members by unanimous written consent. Directors who participate in the Committee shall be +appointed soley by the Members and shall serve at the pleasure of the Members. + +It has no minimum or maximum size, however it must have at all times, at least 1 Director to serve as the Committee Chair. + +Directors may be removed at any time by at least 2/3 written consent of the Members, with or without cause, provided that such action doesn't reduce +Committee membership to less than 1 person. + +All persons serving on the Committee must be natural persons. All persons serving on the Committee must be indepdent Directors. + +## Oversight Delegated to Directors + +The Company hereby delegate all oversight of the Company to the Committee which shall consist of such number of Directors as may be set from time to +time by the Members. + + +## Meetings + +The Company Members by resolution may provide for an annual Committee meeting or other regularly scheduled meetings, which may be held without notice as +and when scheduled in such resolutions. + +Special meetings of the Committee may be called at any time by the Directors, the Committee Chair, the CEO or by any one (1) or more Officers or Members. + +The Committee may participate in a meeting by means of conference telephone or similar communications equipment in which all persons participating +in the meeting can hear each other, and participation in such a meeting pursuant to this Section shall constitute presence in person at such meeting. + +## Notice and waiver; quorum + +Notice of any meeting of the Committee shall be given to each director personally or by e-mail , or telephone call +addressed to such director at such director’s last known e-mail address and/or phone number, at least two (2) days prior +to the meeting. + +The attendance of a director at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all +objections to the place or time of the meeting, or to the manner in which it has been called or convened, except where a director +states, at the beginning of the meeting, any such objection or objections to the transaction of business. + +A majority of the Committee shall constitute a quorum at any directors’ meeting. + +## No meeting necessary, when + +Any action required by law or permitted to be taken at any meeting of the Committee may be taken without a meeting if written consent, setting forth the +action so taken, shall be signed by all the Committee members. + +Such consent shall have the same force and effect as a unanimous vote of the Committee and shall be filed with the Company and recorded in the +Records of the Company. + +## Voting + +At all meetings of the Committee, each director shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be +determined by a majority vote of the directors present. + +## Committees + +In the discretion of the Committee, the Committee from time to time may elect or appoint, from its own members, an Executive Sub Committee or such other +subo committee or committees as the Committee may see fit to establish. + +Each such sub committee shall consist of two or more directors, and each shall have and may exercise such authority and perform such functions as the +Committee by resolution may prescribe within the limitations imposed by law. + + +## Expense Reimbursement of Directors + +Directors shall be entitled to receive such fees and expenses, if any, for attendance at each regular or special meeting of the Committee and any adjournments +thereof as may be fixed from time to time by resolution of the Committee, and such fees and expenses shall be payable even though an adjournment be had +because of the absence of a quorum. + +Directors on either standing or special sub committees may be allowed such compensation as may be provided from time to time by resolution of the Committee for +attending sub committee meetings. + +## Key Responsibities of the Committee (Company Major Decisions) + +### Requirements of Major Decisions + +* All Major Decisions concerning the business affairs of the Company shall be made by the Committee (and jointly with the Members as applicable in this +Agreement). + +* Major Decisions require a formal written request from the Members to the Committee + +* Major Decisions require written approval from 2/3 or greater majority of the Committee + +### Categories of Major Decisions + +* causing the Company to enter into any agreement which would subject the Company or its assets to any recourse +liability for borrowings, or for capital contributions to any Person + +* causing the Company to grant any interests in the assets, profit, and income of the Company + +* causing a dissolution of the Company + +* regarding the Company assets, any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part +thereof, or any modification of the terms of the foregoing + +* regarding the Company financial affairs + +* determination of major accounting policies including selection of accounting methods and making various decisions regarding treatment and +allocation of transactions for federal and state income, franchise or other tax purposes (these should be cross posted to the Group Audit Committee) + +* determination of the terms and conditions of all borrowings of the Company and the identity of the lender thereof or applicable Budget therefor + +* regarding any Capital Contributions + +* regarding the Company operations, approval of insurance coverages, the underwriters thereof and claims related thereto, the settlement of +any litigation that is not fully covered by insurance involving more than $1000.00, entering into any contract which obligates the Company +for more than $500.00 (except to the extent expressly set forth in an Annual Budget) or which cannot be cancelled without payment +of a cancellation fee or other premium on not more than 30 days prior notice + +* entering into any lease for office space + +* filing of any petition or consenting to the filing of any petition that would subject the Company to a bankruptcy or similar proceeding + +* any other action which, considered before the taking thereof, could reasonably be expected to have a material effect upon the business +or affairs of the Company or is a breach of fiduciary duty. diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/Charters/ForProfitCommittee-Charter.md b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/ForProfitCommittee-Charter.md new file mode 100644 index 0000000..24dcec2 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/ForProfitCommittee-Charter.md @@ -0,0 +1 @@ +# Committe Charter - ForProfit diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/Charters/HFNOC-Committee-Charter.md b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/HFNOC-Committee-Charter.md new file mode 100644 index 0000000..493555f --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/HFNOC-Committee-Charter.md @@ -0,0 +1,4 @@ + +# High Flight Network Operating CoOp - Committe Charter + +To be written soon diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/Charters/NonProfit-Committee-Charter.md b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/NonProfit-Committee-Charter.md new file mode 100644 index 0000000..7125b91 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/NonProfit-Committee-Charter.md @@ -0,0 +1,242 @@ + +# Non Profit Committee Charter + +## Non Profit Committee Responsibilities + +### Organization Related + +The Non Profit TSYS Group Entities: + +* Americans For A Better Network INC +* Side Door Group INC +* Side Door PAC INC + +are managed by the Non Profit Committee. + +### Primary duties of the Committee: + +1. To determine, create, and review the Entities mission and purpose. The Committee ensures that the Entities current mission statement +correctly expresses the Entities goals, its means, and the individuals the Entity primarily serves. + +2. Hire, supervise and evaluate the Executive Director. + +3. Ensure that the Executive Director has the support needed to further the mission of the organization. + +4. Participate in organizational planning, assist the Executive Director in implementing and monitoring the plan. + +5. Provide financial oversight including approving the annual budget and ensuring that proper financial controls are in place. + +6. Ensure that the organization is complying with legal and ethical standards. + +7. Board members should be able to articulate Entities mission, accomplishments, and vision to the public. + +8. Recruit new Board members and assess overall Board performance. + +9. Board members should strive to garner support (financial and otherwise) from the community. + +10. Determine, monitor, and strengthen Entities programs and services. + + +## Committee Role in the Operations of Non Profit entities + +1. Refrain from making special requests of the staff. + +2. Suggest nominees to the Committee who can make significant contributions to the work of the Committe and the Entities. + +3. Actively participate in functions and special events, as well as, educate others about the Entities. + +4. Be informed about Entity mission, services, policies, events, and keep up-to-date on developments in the area of internet access equality. + +5. Maintain strict adherence to TSYS Group conflict of interest and confidentiality policies. + +## Meetings + +The Committee meets approximately 10 times each year. The President of the Committee may call special meetings as needed. + +The Committee annual meeting is held every September. + +The Committee meets every month on the first Tuesday from 7:30 to 9:30 p.m CST + +Meetings may be attended remotely through electronic means. + +The presence of fifty percent (50%) of the directors at any meeting constitutes a quorum. + +## Term of Office + +Board members are elected to a two-year term of office. The term is without compensation. The Board is made up of 3 to 15 members. Terms begin in November at +our annual meeting and expire at the conclusion of the second annual meeting following their election. + +A director can only serve for three consecutive terms. Following completion of a director’s term, he or she is eligible for re-election after a one year +waiting period. + +## Orientation + +Generally, following appointment of new member to the Committee, an orientation will be conducted. All members of the Committee are expected to participate. + +## Committee Attendance Policy + +The Committee attendance policy helps to ensure full contribution of all Committee members. + +The Committee meets at least ten (10) times a year. A Committee attendance problem occurs if: + +1. A Committee member has two (2) unexcused absences in a row meaning the member did not communicate ahead of time to indicate they would be unable to attend. + +2. A Committee member has three (3) excused absences in a row. + +If a Committee attendance problem develops, the Committee President will promptly contact the Director to discuss the problem. The Director’s response +will be shared by the Committee President with the entire Committee at their next meeting. In that meeting, the Committee will decide what action should take +place (if any) regarding future membership. The Committee may choose to initiate removal proceedings. + +## Officers of the Committee + +The officers of the Committee serve one year terms in their respective offices. Any officer of the Committee may be removed by the two-thirds vote of the +voting Directors whenever in its judgment the best interests of the Entities will be served. + +### President + +1. Is a member of the Committee and serves as the chief volunteer of the Entities. +2. Presides at all meetings of the Committee after developing the agenda with the Entity Executive Directors. +3. Encourages the Committee role in strategic planning. +4. Appoints the chairpersons of sub committees, in consultation with the other Committee members. +5. Plays a leading role in fundraising activities. +6. Is a partner and liason with the Executive Director in achieving the mission of the Entities. +7. Reports to the full TSYS Group Board Of Directors on the committee’s decisions and recommendations. + +### Vice President + +1. Is a member of the Committee. +2. Performs responsibilities of the Committee President when the President is not available. +3. Works closely with the Committee President and the Group Entity staff to achieve the mission of the Entities. + +### Treasurer + +1. Is a member of the Committee. +2. Assists the Executive Director with fiscal matters of the organization, including account signature and reimbursement authorization of the Executive Director. +3. Works closely with the Entity's Executive Director to assure financial accountability. +4. Ensures development and Committee review of financial policies and procedures. +5. Works with Entity's Executive Director in reviewing the annual budget and financial reports for the Committee. + +### Secretary + +1. Is a member of the Committee. +2. Maintains records of the Committee and ensures effective management of the organization’s records. +3. Manages minutes of the Committee meetings and ensures minutes are distributed to members shortly after each meeting. +4. Is familiar with legal documents (e.g. Articles of Incorporation, Bylaws, and IRS letters) to note applicability at meetings. + +### Sub Committees + +The Committee can establish sub committees to assist them in conducting their business. Sub Committee meetings are held on an as needed basis. +Times and dates are set by the sub committee chairperson. All members of the Committee are expected to serve on at least one sub committee. + +### Executive Sub Committee + +The Executive Sub Committee oversees the operations of the Committee and often acts on behalf of the Committee during on-demand activities that occur +between meetings and these acts are later presented for review by the full Committee . The Executive Sub Committee is also responsible for completing an +annual performance evaluation for the Entity Executive Director and assists the Entity Executive Director with management and personnel matters. + +The Executive Sub Committee is comprised of the officers of the Committee. + +### Fundraising Sub Committee + +This sub committee ensures that funds are raised to enable the Entities to fulfill their mission. The members consider ways to finance the Entities beyond +charitable solicitations, e.g. earned income, fees, contracts. + +### Finance Sub Committee + +The Finance Sub Committee recommends policy regarding the Entity finances and assets and ensures adequate financial controls. The members assume +responsibility for safeguarding any endowment or reserve funds. + +### Nominating Sub Committee + +The Nominating Sub Committee members ensure the Committee has an effective process and structure in place to conduct business. They are responsible for +planning the Committee retreat, sub committee development, ongoing training of Committee members and Committee evaluation. + +This sub committee is responsible for recruiting, screening and orienting new Committee members. + +### Public Relations Sub Committee + +This sub committee promotes awareness of the Entities in the community and works to ensure the Entities enjoys a good public image. +Members are available to present to community organizations on the role of the Entities and the services they provide. + +### Ad Hoc + +From time to time, an ad hoc sub committee may be formed to accomplish a specific goal and then ceases to exist. Examples of ad hoc committees might +include: + +* Capital Campaign + +* Special Events + +* Strategic Planning + +* Facility + + +## Roles and Responsiblities + +| Activity | Board | Executive Director | +|----------|-------|--------------------| +|Develop long term goals (more than 1 year) | Approves | Recommends and provides input| +|Develop short-term goals |Monitors | Establishes and carries out| +|Day to day operation of the Center |No role | Makes all management decisions| +|Budget | Approves | Develops and recommends| +|Capital purchases over $5,000 | Approves | Prepares request| +|Approving expenses over $5,000 | Approves | Obtains estimates and prepares recommendation| +|Decisions on building renovations and expansion | Makes decisions, assumes responsibility | Makes recommendations| +|Authorize purchase of supplies |Approves budget | Purchases according to agency need| +|Minor repairs | Approves budget | Authorizes repairs up to $5,000| +|Hiring of staff | No role | Hires staff| +|Hiring Executive Director | Responsible for the hiring of Executive Director | No role| +|Staff assignment and supervision | No role | Responsible for assigning work and supervising| +|Terminate staff | No role | Makes final termination decision| +|Staff grievances| Has a role in grievances process, but only as it pertains to disciplinary action| All other grievances stop at the Executive Director who is responsible for enforcing policies| +|Staff salaries| Allocates line item for salaries in budget| Reviews and make recommendations at time of annual budget| +|Personnel policies |Approves | Recommends and administers| +|Staff evaluation |Evaluates Executive Director |Evaluates all other staff| +|Raising funds to support the Entities| Joint| Joint| + +## Committee and Staff Relationships + +The Executive Director is responsible for the hiring, termination and daily management and supervision of the Entity staff. + +It is important for the Entity members to maintain appropriate roles and boundaries with staff and adhere to rules of +confidentiality. For instance, if a staff person or volunteer approaches a Committee member with concerns or complaints about +the Entities operation, the Committee member should refer the matter back to the Executive Director. + +## Commitee Member as representative of Entity + +Committee members should be well informed of the mission and goals of the Entities. Each member should strive to educate, inform, and +recruit support for the programs in the community. + +Bearing in mind, that there may be situations in which Committee members should direct questions posed to them to the Executive Director or President. + +The situations may be when a Committee member is unsure of the answer or when: + +* Media involvement in a well publicized case + +* Inappropriate actions by staff or a Committee member + +* Liability or lawsuits + +It is important that when a Committee member has a question about a public statement, the Committee member first seek assistance from the organization. + +## Conflict of Interest + +Any duality of interest or possible conflict of interest on part of any Committee member should be disclosed to other Committee members and made a +matter of Committee action. + +Committee members shall not benefit financially from their association with the TSYS Group. + +Any Committee member having a duality of interest or possible conflict of interest on any matter should not vote or use his/her personal influence on +the matter and he/she should not be counted in determining the quorum for the meeting. + +The minutes of the meeting should reflect that a disclosure was made and that the Committee member abstained from voting. + +Committee personal relationships should not be used to influence decisions regarding staff hiring, evaluation, the choice of vendors, +or the provision of programs and services. + +Committee members should not request staff members to support their political positions or assist in their campaign for public office. + +Committee members are not allowed access to confidential organization records simply because of their position on the Committee and should not request +staff to breach confidentiality. + diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Redwood-Committee-Charter.md b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Redwood-Committee-Charter.md new file mode 100644 index 0000000..8d73987 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/Charters/Redwood-Committee-Charter.md @@ -0,0 +1,4 @@ + +# Redwood Springs Capital Partners - Committe Charter + +To be written soon diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/BoD.diag b/content/charters.turnsys.com/input/src/Handbook/Board/charts/BoD.diag new file mode 100644 index 0000000..5fd5876 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/charts/BoD.diag @@ -0,0 +1,20 @@ +blockdiag { + +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group Board of Directors" -> "Leadership" -> "TBD - Bod Chair"; + "TSYS Group Board of Directors" -> "Leadership" -> "TBD - BoD Co Chair"; + "TSYS Group Board of Directors" -> "Support Activity" -> "TBD - Outside Counsel"; + "TSYS Group Board of Directors" -> "Support Activity" -> "TBD - Outside Auditor"; + "TSYS Group Board of Directors" -> "Support Activity" -> "Ruiz CPA - Outside CPA"; + "TSYS Group Board of Directors" -> "Support Activity" -> "Charles Wyble - BoD Secretary"; + "TSYS Group Board of Directors" -> "Committees"; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/BoD.png b/content/charters.turnsys.com/input/src/Handbook/Board/charts/BoD.png new file mode 100644 index 0000000..7acd46b Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/charts/BoD.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/ForProfit.diag b/content/charters.turnsys.com/input/src/Handbook/Board/charts/ForProfit.diag new file mode 100644 index 0000000..77a2019 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/charts/ForProfit.diag @@ -0,0 +1,18 @@ +blockdiag { + +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group Board of Directors" -> "For Profit Committee"; + "TSYS Group Board of Directors" -> "For Profit Committee" -> "TBD - Committee Chair"; + "TSYS Group Board of Directors" -> "For Profit Committee" -> "TBD - Legal & Regulatory Oversight"; + "TSYS Group Board of Directors" -> "For Profit Committee" -> "TBD - R&D Oversight"; + "TSYS Group Board of Directors" -> "For Profit Committee" -> "TBD - Education Oversight"; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/ForProfit.png b/content/charters.turnsys.com/input/src/Handbook/Board/charts/ForProfit.png new file mode 100644 index 0000000..cfb3535 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/charts/ForProfit.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/NonProfit.diag b/content/charters.turnsys.com/input/src/Handbook/Board/charts/NonProfit.diag new file mode 100644 index 0000000..96c1a3e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/charts/NonProfit.diag @@ -0,0 +1,21 @@ +blockdiag { + +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group Board of Directors" -> "Non Profit Committee"; + "TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Committee President" ; + "TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Committee Vice President " ; + "TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Committee Treasurer" ; + "TSYS Group Board of Directors" -> "Non Profit Committee" -> "Charles Wyble - Committee Secretary" ; + "TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Fundrasing " ; + "TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - PAC Oversight" ; + "TSYS Group Board of Directors" -> "Non Profit Committee" -> "TBD - Legislation Oversight" ; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/NonProfit.png b/content/charters.turnsys.com/input/src/Handbook/Board/charts/NonProfit.png new file mode 100644 index 0000000..3bb5361 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/charts/NonProfit.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/Redwood.diag b/content/charters.turnsys.com/input/src/Handbook/Board/charts/Redwood.diag new file mode 100644 index 0000000..9e63906 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/charts/Redwood.diag @@ -0,0 +1,21 @@ +blockdiag { + +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group Board of Directors" -> "Redwood Committee"; + "TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Committee Chair" ; + "TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Regulatory Oversight" ; + "TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Legal Oversight" ; + "TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Investment portfolio Oversight" ; + "TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Investment selection Oversight" ; + "TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Portfolio management Oversight" ; + "TSYS Group Board of Directors" -> "Redwood Committee" -> "TBD - Limited Partner Oversight" ; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/Redwood.png b/content/charters.turnsys.com/input/src/Handbook/Board/charts/Redwood.png new file mode 100644 index 0000000..622776f Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/charts/Redwood.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/audit-committee.diag b/content/charters.turnsys.com/input/src/Handbook/Board/charts/audit-committee.diag new file mode 100644 index 0000000..0cb243c --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/charts/audit-committee.diag @@ -0,0 +1,18 @@ +blockdiag { + +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group Board of Directors" -> "Audit Committee"; + "TSYS Group Board of Directors" -> "Audit Committee" -> "TBD - Committee Chair" ; + "TSYS Group Board of Directors" -> "Audit Committee" -> "TBD - Committee member 1" ; + "TSYS Group Board of Directors" -> "Audit Committee" -> "TBD - Committee member 2" ; + "TSYS Group Board of Directors" -> "Audit Committee" -> "TBD - Committee member 3" ; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/audit-committee.png b/content/charters.turnsys.com/input/src/Handbook/Board/charts/audit-committee.png new file mode 100644 index 0000000..6744074 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/charts/audit-committee.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/committees.diag b/content/charters.turnsys.com/input/src/Handbook/Board/charts/committees.diag new file mode 100644 index 0000000..9576ebe --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/charts/committees.diag @@ -0,0 +1,20 @@ +blockdiag { + +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group Board of Directors" -> "Committees"; + "TSYS Group Board of Directors" -> "Committees" -> "Executive, Governance And Nominating Committee" + "TSYS Group Board of Directors" -> "Committees" -> "Audit Committee" + "TSYS Group Board of Directors" -> "Committees" -> "For Profit Committee" + "TSYS Group Board of Directors" -> "Committees" -> "Non Profit Committee" + "TSYS Group Board of Directors" -> "Committees" -> "HFNOC Committee" + "TSYS Group Board of Directors" -> "Committees" -> "Redwood Committee" +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/committees.png b/content/charters.turnsys.com/input/src/Handbook/Board/charts/committees.png new file mode 100644 index 0000000..57c8fa6 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/charts/committees.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/exec-committee.diag b/content/charters.turnsys.com/input/src/Handbook/Board/charts/exec-committee.diag new file mode 100644 index 0000000..e9770a5 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/charts/exec-committee.diag @@ -0,0 +1,20 @@ +blockdiag { + +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee"; + "TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "BoD Chair" ; + "TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "BoD Co Chair" ; + "TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "Non Profit Committee Chair" ; + "TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "For Profit Committee Chair" ; + "TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "HFNOC Committee Chair" ; + "TSYS Group Board of Directors" -> "Executive Governance And Nominating Committee" -> "Redwood Committee Chair" ; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/exec-committee.png b/content/charters.turnsys.com/input/src/Handbook/Board/charts/exec-committee.png new file mode 100644 index 0000000..5ed5af9 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/charts/exec-committee.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/hfnoc-committee.diag b/content/charters.turnsys.com/input/src/Handbook/Board/charts/hfnoc-committee.diag new file mode 100644 index 0000000..991d85b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/charts/hfnoc-committee.diag @@ -0,0 +1,19 @@ +blockdiag { + +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group Board of Directors" -> "HFNOC Committee"; + "TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Committee Chair" ; + "TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Regulatory Oversight" ; + "TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Legal Oversight" ; + "TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Operations Oversight" ; + "TSYS Group Board of Directors" -> "HFNOC Committee" -> "TBD - Government Service Operations Oversight" ; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/charts/hfnoc-committee.png b/content/charters.turnsys.com/input/src/Handbook/Board/charts/hfnoc-committee.png new file mode 100644 index 0000000..81301e4 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/charts/hfnoc-committee.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Hold.diag b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Hold.diag new file mode 100644 index 0000000..56bc99e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Hold.diag @@ -0,0 +1,17 @@ +blockdiag { +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "HFNOC LLC" -> "Holding Companies" + "HFNOC LLC" -> "Holding Companies" -> "Commons (NCL) Flight Holdings Co"; + "HFNOC LLC" -> "Holding Companies" -> "Proprietary (non NCL) Flight Holdings Co"; + "HFNOC LLC" -> "Holding Companies" -> "United States Government - Classified Flight Holdings Co"; + "HFNOC LLC" -> "Holding Companies" -> "United States Government - Unclassified Flight Holdings Co"; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Hold.png b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Hold.png new file mode 100644 index 0000000..adb21a4 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Hold.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Op.diag b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Op.diag new file mode 100644 index 0000000..24e07e9 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Op.diag @@ -0,0 +1,17 @@ +blockdiag { +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "HFNOC LLC" -> "Operating Companies" + "HFNOC LLC" -> "Operating Companies" -> "Commons (NCL) Flight Operations Co"; + "HFNOC LLC" -> "Operating Companies" -> "Proprietary (non NCL) Flight Operations Co"; + "HFNOC LLC" -> "Operating Companies" -> "United States Government - Classified Flight Operations Co"; + "HFNOC LLC" -> "Operating Companies" -> "United States Government - Unclassified Flight Operations Co"; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Op.png b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Op.png new file mode 100644 index 0000000..a1cd40f Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC-Op.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC.diag b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC.diag new file mode 100644 index 0000000..3df3d13 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC.diag @@ -0,0 +1,15 @@ +blockdiag { +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "Turnsys Group" -> "HFNOC LLC" ; + "Turnsys Group" -> "HFNOC LLC" -> "Holding Companies"; + "Turnsys Group" -> "HFNOC LLC" -> "Operating Companies"; +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC.png b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC.png new file mode 100644 index 0000000..1288b0d Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/HFNOC/HFNOC.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/RWSCP/RWSCP-LLC.diag b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/RWSCP/RWSCP-LLC.diag new file mode 100644 index 0000000..572df50 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/RWSCP/RWSCP-LLC.diag @@ -0,0 +1,26 @@ +blockdiag { +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + + "Redwood Springs Capital Partners LLC" -> "Management/Advisor"; + "Redwood Springs Capital Partners LLC" -> "Management/Advisor" -> "Redwood Springs Capital Partners Management Co"; + "Redwood Springs Capital Partners LLC" -> "Funds"; + "Redwood Springs Capital Partners LLC" -> "Funds" -> "Avenue G (Venture Capital Fund)"; + "Redwood Springs Capital Partners LLC" -> "Funds" -> "Boring & Beautiful (Private Equity Fund)"; + "Redwood Springs Capital Partners LLC" -> "Funds" -> "Candlelight (Commercial REIT)"; + "Redwood Springs Capital Partners LLC" -> "Funds" -> "Starlight (Commercial REIT)"; + "Redwood Springs Capital Partners LLC" -> "Custodian Holdings"; + "Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "RackRental" + "Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "Suborbital-Systems" + "Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "HFNOC" + "Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "Accelerate 3d" + "Redwood Springs Capital Partners LLC" -> "Custodian Holdings" -> "GreenSleveSurgical" +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/RWSCP/RWSCP-LLC.png b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/RWSCP/RWSCP-LLC.png new file mode 100644 index 0000000..b45f6da Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/RWSCP/RWSCP-LLC.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-ForProfit.diag b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-ForProfit.diag new file mode 100644 index 0000000..fdd2f8b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-ForProfit.diag @@ -0,0 +1,16 @@ +blockdiag { +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group" + "TSYS Group" -> "Turn Net Systems LLC" + "TSYS Group" -> "Rackrental.net Operating Company LLC" + "TSYS Group" -> "Suborbital Systems Development Company LLC" +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-NonProfit.diag b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-NonProfit.diag new file mode 100644 index 0000000..44a98ef --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-NonProfit.diag @@ -0,0 +1,16 @@ +blockdiag { +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Group" + "TSYS Group" -> -> "Americans For A Better Network INC (emerging 501c3)" + "TSYS Group" -> -> "Side Door Solutions Group INC (emerging 501c4)" + "TSYS Group" -> -> "Side Door PAC (PAC)" +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-TSYSLLC-Holding.diag b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-TSYSLLC-Holding.diag new file mode 100644 index 0000000..4e57147 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSCore/TSYSGroup-TSYSLLC-Holding.diag @@ -0,0 +1,14 @@ +blockdiag { +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + // set default colors + default_node_color = lightblue; + default_group_color = "#7777FF"; + default_linecolor = blue; + default_textcolor = black; + + "TSYS Core LLC" -> "Holding Cos" -> "CNWTDCMP" + "TSYS Core LLC" -> "Holding Cos" -> "MJATDCMP" +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSGroup.diag b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSGroup.diag new file mode 100644 index 0000000..a9191b5 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSGroup.diag @@ -0,0 +1,11 @@ +blockdiag { +orientation = portrait +// set default shape + default_shape = roundedbox; // default value is 'box' + + "TSYS Group" + "TSYS Group" -> "ForProfit" + "TSYS Group" -> "NonProfit" + "TSYS Group" -> "Redwood" + "TSYS Group" -> "HFNOC" +} diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSGroup.png b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSGroup.png new file mode 100644 index 0000000..11f790c Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/Board/corp-charts/TSYSGroup.png differ diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/policies/AntiHarrassment.md b/content/charters.turnsys.com/input/src/Handbook/Board/policies/AntiHarrassment.md new file mode 100644 index 0000000..8fe0c7b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/policies/AntiHarrassment.md @@ -0,0 +1,2 @@ + +# TSYS Group - Anti Harrassment Policy diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/policies/InsiderTrading.md b/content/charters.turnsys.com/input/src/Handbook/Board/policies/InsiderTrading.md new file mode 100644 index 0000000..5328a05 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/policies/InsiderTrading.md @@ -0,0 +1,2 @@ + +# TSYS Group Handbook - Anti Insider Trading Policy diff --git a/content/charters.turnsys.com/input/src/Handbook/Board/policies/README.md b/content/charters.turnsys.com/input/src/Handbook/Board/policies/README.md new file mode 100644 index 0000000..a4b531a --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/Board/policies/README.md @@ -0,0 +1,17 @@ +# tsg-policies + +Policies that apply across the TSYS Group Entities. + +Including but not limited to + +* IT security +* Equal opportunity +* Federal contracting +* Insider trading + + +This is a MASSIVE WIP + +It's sourced from all over the internet. + +The material at https://governance.turnsys.com is authorative. diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/KnelCharter.md b/content/charters.turnsys.com/input/src/Handbook/CIO/KnelCharter.md new file mode 100644 index 0000000..4fe9449 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/KnelCharter.md @@ -0,0 +1 @@ +# Known Element Enterprises Charter diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Policies/Authentication.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Policies/Authentication.md new file mode 100644 index 0000000..e172e36 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Policies/Authentication.md @@ -0,0 +1 @@ +# Policies - Authentication diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Policies/BusinessContinuityPlan.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Policies/BusinessContinuityPlan.md new file mode 100644 index 0000000..7e529d4 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Policies/BusinessContinuityPlan.md @@ -0,0 +1 @@ +# Policies - Business Continuity Plan diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/2fa.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/2fa.md new file mode 100644 index 0000000..c0a5937 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/2fa.md @@ -0,0 +1 @@ +# Processes - Two Factor Authentication  diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/MoveToProduction.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/MoveToProduction.md new file mode 100644 index 0000000..7399626 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/MoveToProduction.md @@ -0,0 +1 @@ +# Processes - Move To Production diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/NewTeamMemberOnboarding.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/NewTeamMemberOnboarding.md new file mode 100644 index 0000000..3539b2b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/NewTeamMemberOnboarding.md @@ -0,0 +1 @@ +# Processes - New Team Member Onboarding diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/PFVRunbook.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/PFVRunbook.md new file mode 100644 index 0000000..0c1dc62 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/PFVRunbook.md @@ -0,0 +1 @@ +# Processes - PFV Datacenter Runbook diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/VpnUser.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/VpnUser.md new file mode 100644 index 0000000..d63f31e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/VpnUser.md @@ -0,0 +1 @@ +# Processes - VPN User Management diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/VulnerabilityManagmentNotes.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/VulnerabilityManagmentNotes.md new file mode 100644 index 0000000..fd8f056 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Processes/VulnerabilityManagmentNotes.md @@ -0,0 +1 @@ +# Processes - Vulnerability Management diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/AppsAndServices.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/AppsAndServices.md new file mode 100644 index 0000000..68709dc --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/AppsAndServices.md @@ -0,0 +1 @@ +# Systems - Applications And Web Services diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/RuntimeLayer.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/RuntimeLayer.md new file mode 100644 index 0000000..cb7e791 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/RuntimeLayer.md @@ -0,0 +1 @@ +# Systems - Runtime Environment for Hosted Services diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/WebServerSetupNotes.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/WebServerSetupNotes.md new file mode 100644 index 0000000..9b2ae07 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Application/WebServerSetupNotes.md @@ -0,0 +1 @@ +# Systems - Web Server Configuration diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/cooling/PFVCooling2021.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/cooling/PFVCooling2021.md new file mode 100644 index 0000000..c743491 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/cooling/PFVCooling2021.md @@ -0,0 +1 @@ +# Systems - Cooling diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/networking/PFV-LAN.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/networking/PFV-LAN.md new file mode 100644 index 0000000..d307c63 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/networking/PFV-LAN.md @@ -0,0 +1 @@ +# Systems - TSYS HQ LAN diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/networking/PFV-WAN.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/networking/PFV-WAN.md new file mode 100644 index 0000000..3b13539 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/networking/PFV-WAN.md @@ -0,0 +1 @@ +# Systems - TSYS HQ WAN diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/power/PFVPower2021Prod.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/power/PFVPower2021Prod.md new file mode 100644 index 0000000..fbb9f7a --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/power/PFVPower2021Prod.md @@ -0,0 +1 @@ +# Systems - Power diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/security/PhysicalSecurity.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/security/PhysicalSecurity.md new file mode 100644 index 0000000..6611b53 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/security/PhysicalSecurity.md @@ -0,0 +1 @@ +# Systems - Physical Security diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/storage/PFVStorage2021.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/storage/PFVStorage2021.md new file mode 100644 index 0000000..5330c3b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-DataCenter/storage/PFVStorage2021.md @@ -0,0 +1 @@ +# Systems - Storage diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Platform/TSYS-Systems.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Platform/TSYS-Systems.md new file mode 100644 index 0000000..9e1dcc8 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-Platform/TSYS-Systems.md @@ -0,0 +1 @@ +# Systems - Virtual Guests Inventory diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md new file mode 100644 index 0000000..fc5b5e1 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-RandD/EngWorkstationBuildGuide.md @@ -0,0 +1 @@ +# Systems - Workstation Build Guide diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-RandD/VsCodeConfigGuide.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-RandD/VsCodeConfigGuide.md new file mode 100644 index 0000000..4b712a6 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/Admin-RandD/VsCodeConfigGuide.md @@ -0,0 +1 @@ +# Systems - VsCode Configuration Guide diff --git a/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/TSYS-Systems.md b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/TSYS-Systems.md new file mode 100644 index 0000000..4c0772a --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CIO/Systems/TSYS-Systems.md @@ -0,0 +1 @@ +# Systems - Overview diff --git a/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/HwEngSupplyChain.md b/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/HwEngSupplyChain.md new file mode 100644 index 0000000..81d8a4f --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/HwEngSupplyChain.md @@ -0,0 +1 @@ +# TeamHwEng - Supply Chain diff --git a/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/HwEngTooling.md b/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/HwEngTooling.md new file mode 100644 index 0000000..62ecce1 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/HwEngTooling.md @@ -0,0 +1 @@ +# TeamHwEng - Tooling diff --git a/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/labComponentInventory.md b/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/labComponentInventory.md new file mode 100644 index 0000000..abaa3e6 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CTO/team-hweng/labComponentInventory.md @@ -0,0 +1 @@ +# TeamHwEng - Component Inventory diff --git a/content/charters.turnsys.com/input/src/Handbook/CTO/team-mecheng/MechEngSupplyChain.md b/content/charters.turnsys.com/input/src/Handbook/CTO/team-mecheng/MechEngSupplyChain.md new file mode 100644 index 0000000..efbcaff --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CTO/team-mecheng/MechEngSupplyChain.md @@ -0,0 +1 @@ +# TeamMecheng - Supply Chain diff --git a/content/charters.turnsys.com/input/src/Handbook/CTO/team-mecheng/MechEngTooling.md b/content/charters.turnsys.com/input/src/Handbook/CTO/team-mecheng/MechEngTooling.md new file mode 100644 index 0000000..fc881eb --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CTO/team-mecheng/MechEngTooling.md @@ -0,0 +1 @@ +# TeamMecheng - Tooling diff --git a/content/charters.turnsys.com/input/src/Handbook/CTO/team-sweng/SwEngSupplyChain.md b/content/charters.turnsys.com/input/src/Handbook/CTO/team-sweng/SwEngSupplyChain.md new file mode 100644 index 0000000..352c8ca --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CTO/team-sweng/SwEngSupplyChain.md @@ -0,0 +1 @@ +# TeamSwEng - Supply Chain diff --git a/content/charters.turnsys.com/input/src/Handbook/CTO/team-sweng/SwEngTooling.md b/content/charters.turnsys.com/input/src/Handbook/CTO/team-sweng/SwEngTooling.md new file mode 100644 index 0000000..61ed894 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/CTO/team-sweng/SwEngTooling.md @@ -0,0 +1 @@ +# TeamSwEng - Tooling diff --git a/content/charters.turnsys.com/input/src/Handbook/FAQ.md b/content/charters.turnsys.com/input/src/Handbook/FAQ.md new file mode 100644 index 0000000..e0aadf5 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/FAQ.md @@ -0,0 +1,79 @@ + +* What is the overall vision? + +We envision a world where everyone is able to connect without interference, censorship at a cost always trending lower (as close to zero) as possible. + +* What is the specific startup idea being worked on? + +Inexpensive (by the hour) high altitude balloon launch , flight and recovery service of any cubesat payload under 5lbs. + +* What progress has already made/can you make without a co-founder? + +Many test flights. Proof of concepts. Build out of R&D and corporate infrastructure. Production of a prototype of the MorsePOD (consumer electronics piece of the +overall stack). + +* How does the CEO respond to stress/difficult situations? + +Mostly by avoiding them in the first place. Otherwise confronting them head on calmly and rationally. + +* What motivates the CEO? + +Lifting the overall GDP share of everyday americans by democratizing internet access. + +* Why does the CEO want to work on a startup? + +The need to solve a very big problem. Incumbents will never solve it. The world needs to be better connected by an organization that isn't inherently +conflicted (ie google/face3book) + +* What’s the ideal trajectory for you: venture-backed rocket ship, lifestyle business, something in between? + +Building a conglomerate of entities (non profit, coop, capital aggregation, not primarily for profit). We plan to produce long term cash flow for our stakeholders. We plan to raise substantial institutional capital and deploy it at industrial scale. + +* What skills do you have; are they complementary? Will you be able to build an initial version of a product together? + +20 years of design, building, scaling, securing of systems for a wide range of government and private sector customers. + +* How will this vision be realized? + +The short version is to have 100,000 or more balloons up at all times and provide an always on IOT (lora) and end user (IP) serving backbone. + +* Have you taken any outside capital? + +Not at this time (August 2021) + +* Why haven't you raised any outside capital? + +We are building the structure / systems / processes to successfully onboard large amounts of capital. + +* What types of capital are you raising? + +** For seed (non dilutive): SBIR + +** For dilutive equity (max 25%): Institutional (Goldman sachs, Blackrock and other long term cash flow oriented funds) (see the operating agreement sections of the +handbook for terms we would raise under) + +* Do you require an NDA? + +No NDA is necessary for the majority of members. The exception is if you are granted on-going access to trade secrets as part of your mission , you'll be required to execute a confidentiality agreement that is tightly scoped to those secrets and is limited to the term of your membership plus one year. + +In rare circumstances, you'll need to sign a perpetual confidentiality agreement, again scoped to the specific trade secrets you'll have access to. + +* What is the structure of the entity? + +We are a combination of different corporate forms. The specific structure is a trade secret. Ownership is disclosed to those who execute a membership agreement. You can find the membership agreement in the TSG Handbook. + +* What is the name of the entity? + +Suborbital Systems Development Company LLC (Texas LLC) is one we disclose. + +* What is the governance structure of the entity? + +We have a (not yet formally elected ) board of directors. The CEO (@ReachableCEO) has personal advisors who aren’t directors but provide him with outside perspective on a variety of matters. YOu can find details on governance at . + +* How are folks compensated? + +(as of August 2021) No one takes a salary. It’s all a promise of future payout, based on profit interest grants in the LLC. + +We are currently working towards SBIR grant. This requires a full time employee (principal investigator ). That person will not have a profit interest, as the operating agreement doesn’t allow for salary if you have a profit interest grant. + +Keep in mind, having a profit interest grant is a (very strong) contract , vs employment which is at will. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Guilded-Handbook.pdf b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Guilded-Handbook.pdf new file mode 100644 index 0000000..50bf71a Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Guilded-Handbook.pdf differ diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/IVP-SaaSHandbookPDF-6-2021.pdf b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/IVP-SaaSHandbookPDF-6-2021.pdf new file mode 100644 index 0000000..3f6ce04 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/IVP-SaaSHandbookPDF-6-2021.pdf differ diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/NewMemberHandbook.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/NewMemberHandbook.md new file mode 100644 index 0000000..c43ecbf --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/NewMemberHandbook.md @@ -0,0 +1,1757 @@ +### HANDBOOK FOR + +### NEW EMPLOYEES + +_============================================================_ + + +## HANDBOOK FOR + +## NEW EMPLOYEES + +#### A fearless adventure + +#### in knowing what to do + +#### when no one’s there + +#### telling you what to do + +``` +FIRST EDITION +2012 +``` +_========================================================_ + + +``` +Dedicated to the families +of all Valve employees. +``` +Thank you for helping us make +such an incredible place. + +### Table of Contents + +``` +Preface .....................................................vii +How to Use This Book .........................................viii +Part 1: Welcome to Valve ........................................ 1 +Your First Day +Valve Facts That Matter +Welcome to Flatland +Part 2: Settling In .................................................... 7 +Your First Month +What to Work On +Why do I need to pick my own projects?, But how do I decide which things to +work on?, How do I find out what projects are under way?, Short-term vs. long- +term goals, What about all the things that I’m not getting done?, How does +Valve decide what to work on? Can I be included the next time Valve is +deciding X? +Teams, Hours, and the Office +Cabals, Team leads, Structure happens, Hours, The office +Risks +What if I screw up?, But what if we ALL screw up? +Part 3: How Am I Doing? ............................................ 25 +Your Peers and Your Performance +Peer reviews, Stack ranking (and compensation) +Part 4: Choose Your Own Adventure .................................. 35 +Your First Six Months +Roles, Advancement vs. growth, Putting more tools in your toolbox +Part 5: Valve Is Growing ............................................. 41 +Your Most Important Role +Hiring, Why is hiring well so important at Valve?, How do we choose +the right people to hire?, We value “T-shaped” people, We’re looking +for people stronger than ourselves, Hiring is fundamentally the same +across all disciplines +Part 6: Epilogue .................................................... 51 +What Is Valve Not Good At? +What Happens When All This Stuff Doesn’t Work? +Where Will You Take Us? +Glossary ............................................................ 55 +``` + +- vii – + +_© 2012 Valve Corporation. All Rights Reserved. Printed in the United States of America. +This handbook does not constitute an employment contract or binding policy and is subject to change at any time. Either Valve or an employee can terminate the employment relationship +at any time, with or without cause, with or without notice. Employment with Valve is at-will, and nothing in this handbook will alter that status._ + +_First edition: March 2012_ +Valve CorporationBellevue, Washington USA +[http://www.valvesoftware.com](http://www.valvesoftware.com) +_Designed by ValveTypeface: ITC New Baskerville_ + +_10 9 8 7 6 5 4 3 2 1_ + +## Preface + +``` +In 1996, we set out to make great games, but we knew back +then that we had to first create a place that was designed +to foster that greatness. A place where incredibly talented +individuals are empowered to put their best work into the +hands of millions of people, with very little in their way. +This book is an abbreviated encapsulation of our guiding +principles. As Valve continues to grow, we hope that these +principles will serve each new person joining our ranks. +If you are new to Valve, welcome. Although the goals in +this book are important, it’s really your ideas, talent, and +energy that will keep Valve shining in the years ahead. +Thanks for being here. Let’s make great things. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- viii – + +## How to Use This Book + +``` +This book isn’t about fringe benefits or how to set up your +workstation or where to find source code. Valve works in +ways that might seem counterintuitive at first. This hand- +book is about the choices you’re going to be making and +how to think about them. Mainly, it’s about how not to +freak out now that you’re here. +``` +``` +For more nuts-and-bolts information, there’s an official Valve intranet +( http://intranet ). Look for stuff there like how to build a Steam +depot or whether eyeglasses are covered by your Flex Spending plan. +This book is on the intranet, so you can edit it. Once you’ve read it, +help us make it better for other new people. Suggest new sections, +or change the existing ones. Add to the Glossary. Or if you’re not +all that comfortable editing it, annotate it: make comments and +suggestions. We’ll collectively review the changes and fold them +into future revisions. +``` +================================================== + +## ================================================== Welcome to Valve + +# 1 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 2 – – 3 – + +``` +WELCOME TO VALVE +``` +## Your First Day + +So you’ve gone through the interview process, you’ve +signed the contracts, and you’re finally here at Valve. +Congratulations, and welcome. +Valve has an incredibly unique way of doing things +that will make this the greatest professional experience +of your life, but it can take some getting used to. This +book was written by people who’ve been where you are +now, and who want to make your first few months here +as easy as possible. + +## Valve Facts That Matter + +``` +Valve is self-funded. We haven’t ever brought in outside +financing. Since our earliest days this has been incredibly +important in providing freedom to shape the company +and its business practices. +Valve owns its intellectual property. This is far from the +norm, in our industry or at most entertainment content- +producing companies. We didn’t always own it all. But +thanks to some legal wrangling with our first publisher +after Half-Life shipped, we now do. This has freed us to +make our own decisions about our products. +Valve is more than a game company. We started our +existence as a pretty traditional game company. And +we’re still one, but with a hugely expanded focus. Which +is great, because we get to make better games as a result, +``` +``` +Fig. 1- +``` +``` +Fig. 1- +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 4 – + +``` +Fig. 1- +``` +and we’ve also been able to diversify. We’re an entertain- +ment company. A software company. A platform company. +But mostly, a company full of passionate people who love +the products we create. + +## Welcome to Flatland + +Hierarchy is great for maintaining predictability and +repeatability. It simplifies planning and makes it easier to +control a large group of people from the top down, which +is why military organizations rely on it so heavily. +But when you’re an entertainment company that’s spent +the last decade going out of its way to recruit the most +intelligent, innovative, t alented people on Earth, telling +them to sit at a desk and do what they’re told obliterates +99 percent of their value. We want innovators, and that +means maintaining an environment where they’ll flourish. +That’s why Valve is flat. It’s our shorthand way of saying +that we don’t have any management, and nobody “reports +to” anybody else. We do have a founder/president, but +even he isn’t your manager. This company is yours to +steer—toward opportunities and away from risks. You have +the power to green-light projects. You have the power to +ship products. +A flat structure removes every organizational barrier + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 6 – + +``` +between your work and the customer enjoying that work. +Every company will tell you that “the customer is boss,” but +here that statement has weight. There’s no red tape stop- +ping you from figuring out for yourself what our customers +want, and then giving it to them. +If you’re thinking to yourself, “Wow, that sounds like a +lot of responsibility,” you’re right. And that’s why hiring is +the single most important thing you will ever do at Valve +(see “Hiring ,” on page 43). Any time you interview a potential +hire, you need to ask yourself not only if they’re talented or +collaborative but also if they’re capable of literally running +this company, because they will be. +``` +================================================== +**Why does your desk have wheels?** Think of those wheels as a symbolic +reminder that you should always be considering where you could move +yourself to be more valuable. But also think of those wheels as literal +wheels, because that’s what they are, and you’ll be able to actually move +your desk with them. +You’ll notice people moving frequently; often whole teams will move +their desks to be closer to each other. There is no organizational +structure keeping you from being in close proximity to the people +who you’d help or be helped by most. +The fact that everyone is always moving around within the company +makes people hard to find. That’s why we have **[http://user](http://user)** —check it +out. We know where you are based on where your machine is plugged +in, so use this site to see a map of where everyone is right now. + +================================================== + +## Settling In + +# 2 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 8 – – 9 – + +``` +SETTLING IN +``` +## Your First Month + +So you’ve decided where you put your desk. You know +where the coffee machine is. You’re even pretty sure you +know what that one guy’s name is. You’re not freaking +out anymore. In fact, you’re ready to show up to work this +morning, sharpen those pencils, turn on your computer, +and then what? +This next section walks you through figuring out what to +work on. You’ll learn about how projects work, how cabals +work, and how products get out the door at Valve. + +## What to Work On + +##### Why do I need to pick my own projects? + +We’ve heard that other companies have people allocate a +percentage of their time to self- directed projects. At Valve, +that percentage is 100. +Since Valve is flat, people don’t join projects because +they’re told to. Instead, you’ll decide what to work on +after asking yourself the right questions (more on that +later). Employees vote on projects with their feet (or desk +wheels). Strong projects are ones in which people can +see demonstrated value; they staff up easily. This means +there are any number of internal recruiting efforts +constantly under way. + +``` +If you’re working here, that means you’re good at your +job. People are going to want you to work with them on +their projects, and they’ll try hard to get you to do so. But +the decision is going to be up to you. (In fact, at times +you’re going to wish for the luxury of having just one +person telling you what they think you should do, rather +than hundreds.) +``` +##### But how do I decide which things to work on? + +``` +Deciding what to work on can be the hardest part of your +job at Valve. This is because, as you’ve found out by now, +you were not hired to fill a specific job description. You +were hired to constantly be looking around for the most +valuable work you could be doing. At the end of a project, +you may end up well outside what you thought was your +core area of expertise. +There’s no rule book for choosing a project or task at +Valve. But it’s useful to answer questions like these: +``` +- Of all the projects currently under way, what’s the +most valuable thing I can be working on? +- Which project will have the highest direct impact +on our customers? How much will the work I ship +benefit them? +- Is Valve not doing something that it should be doing? +- What’s interesting? What’s rewarding? What leverages +my individual strengths the most? + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 10 – – 11 – + +``` +SETTLING IN +``` +##### How do I find out what projects are under way? + +There are lists of stuff, like current projects, but by far +the best way to find out is to ask people. Anyone, really. +When you do, you’ll find out what’s going on around the +company and your peers will also find out about you. Lots +of people at Valve want and need to know what you care +about, what you’re good at, what you’re worried about, +what you’ve got experience with, and so on. And the way +to get the word out is to start telling people all of those +things. So, while you’re getting the lay of the land by +learning about projects, you’re also broadcasting your +own status to a relevant group of people. +Got an idea for how Valve could change how we internally +broadcast project/company status? Great. Do it. In the +meantime, the chair next to anyone’s desk is always open, +so plant yourself in it often. + +##### Short-term vs. long-term goals + +Because we all are responsible for prioritizing our own +work, and because we are conscientious and anxious to be +valuable, as individuals we tend to gravitate toward projects +that have a high, measurable, and predictable return for +the company. So when there’s a clear opportunity on the +table to succeed at a near-term business goal with a clear +return, we all want to take it. And, when we’re faced with a + +``` +problem or a threat, and it’s one with a clear cost, it’s hard +not to address it immediately. +This sounds like a good thing, and it often is, but it has +some downsides that are worth keeping in mind. Specifi- +cally, if we’re not careful, these traits can cause us to race +back and forth between short-term opportunities and +threats, being responsive rather than proactive. +So our lack of a traditional structure comes with an +important responsibility. It’s up to all of us to spend effort +focusing on what we think the long-term goals of the com- +pany should be. +``` +##### Someone told me to (or not to) work on X. And + +##### they’ve been here a long time! + +``` +Well, the correct response to this is to keep thinking about +whether or not your colleagues are right. Broaden the +conversation. Hold on to your goals if you’re convinced +they’re correct. Check your assumptions. Pull more people +in. Listen. Don’t believe that anyone holds authority over +the decision you’re trying to make. They don’t; but they +probably have valuable experience to draw from, or infor- +mation/data that you don’t have, or insight that’s new. +When considering the outcome, don’t believe that anyone +but you is the “stakeholder”. You’re it. And Valve’s custom- +ers are who you’re serving. Do what’s right for them. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 12 – – 13 – + +``` +SETTLING IN +``` +``` +There are lots of stories about how Gabe has made important decisions +by himself, e.g., hiring the whole Portal 1 team on the spot after only +half of a meeting. Although there are examples, like that one, where +this kind of decision making has been successful, it’s not the norm for +Valve. If it were, we’d be only as smart as Gabe or management types, +and they’d make our important decisions for us. Gabe is the first to say +that he can’t be right nearly often enough for us to operate that way. +His decisions and requests are subject to just as much scrutiny and +skepticism as anyone else’s. (So if he tells you to put a favorite custom +knife design into Counter-Strike , you can just say no.) +``` +================================================== + +================================================== + +``` +Whatever group you’re in, whether you’re building Steam +servers, translating support articles, or making the ten- +thousandth hat for Team Fortress 2 , this applies to you. It’s +crucial that you believe it, so we’ll repeat it a few more +times in this book. +``` +##### What about all the things that I’m not getting done? + +``` +It’s natural in this kind of environment to constantly feel +like you’re failing because for every one task you decide +to work on, there will be dozens that aren’t getting your +attention. Trust us, this is normal. Nobody expects you +to devote time to every opportunity that comes your way. +Instead, we want you to learn how to choose the most +important work to do. +``` +##### How does Valve decide what to work on? + +``` +The same way we make other decisions: by waiting for +someone to decide that it’s the right thing to do, and then +letting them recruit other people to work on it with them. +We believe in each other to make these decisions, and this +faith has proven to be well-founded over and over again. +But rather than simply trusting each other to just be +smart, we also constantly test our own decisions. Whenever +we move into unknown territory, our findings defy our own +predictions far more often than we would like to admit. +We’ve found it vitally important to, whenever possible, +not operate by using assumptions, unproven theories, or +folk wisdom. +This kind of testing takes place across our business, from +game development to hiring, to selling games on Steam. +Luckily, Steam is a fantastic platform for business learn- +ing. It exists to be an entertainment/service platform for +our customers, and as such it also is a conduit for constant +communication between us and them. +Accepted truisms about sales, marketing, regionality, sea- +sonality, the Internet, purchasing behavior, game design, +economics, and recruiting, etc., have proven wrong surpris- +ingly often. So we have learned that when we take nearly +any action, it’s best to do so in a way that we can measure, +predict outcomes, and analyze results. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 14 – – 15 – + +``` +SETTLING IN +``` +Recruiting can be a difficult process to instrument and +measure. Although we have always tried to be highly ratio- +nal about how we hire people, we’ve found much room +for improvement in our approach over the years. We have +made significant strides toward bringing more predict- +ability, measurement, and analysis to recruiting. A process +that many assume must be treated only as a “soft” art +because it has to do with humans, personalities, language, +and nuance, actually has ample room for a healthy dose +of science. We’re not turning the whole thing over to +robots just yet though _(see “Hiring ,” on page 43)_. + +##### Can I be included the next time Valve is deciding X? + +Yes. There’s no secret decision-making cabal. No matter +what project, you’re already invited. All you have to do is +either (1) Start working on it, or (2) Start talking to all the +people who you think might be working on it already and +find out how to best be valuable. You will be welcomed— +there is no approval process or red tape involved. Quite the +opposite—it’s your job to insert yourself wherever you think +you should be. + +## Teams, Hours, and the Office + +##### Cabals + +``` +Cabals are really just multidisciplinary project teams. We’ve +self- organized into these largely temporary groups since +the early days of Valve. They exist to get a product or large +feature shipped. Like any other group or effort at the +company, they form organically. People decide to join the +group based on their own belief that the group’s work is +important enough for them to work on. +================================================== +``` +``` +================================================== +``` +``` +Fig. 2- +``` +``` +For reference, read the article on cabals by Ken Birdwell. It describes +where cabals came from and what they meant to us early on: +http://tinyurl.com/ygam86p. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 16 – – 17 – + +``` +SETTLING IN +``` +##### Team leads + +Often, someone will emerge as the “lead” for a project. +This person’s role is not a traditional managerial one. +Most often, they’re primarily a clearinghouse of informa- +tion. They’re keeping the whole project in their head at +once so that people can use them as a resource to check +decisions against. The leads serve the team, while acting +as centers for the teams. + +##### Structure happens + +Project teams often have an internal structure that forms +temporarily to suit the group’s needs. Although people at +Valve don’t have fixed job descriptions or limitations on +the scope of their responsibility, they can and often do +have clarity around the definition of their “job” on any +given day. They, along with their peers, effectively create a +job description that fits the group’s goals. That description +changes as requirements change, but the temporary struc- +ture provides a shared understanding of what to expect +from each other. If someone moves to a different group or +a team shifts its priorities, each person can take on a com- +pletely different role according to the new requirements. +Valve is not averse to all organizational structure—it +crops up in many forms all the time, temporarily. But +problems show up when hierarchy or codified divisions of + +``` +labor either haven’t been created by the group’s members +or when those structures persist for long periods of time. +We believe those structures inevitably begin to serve their +own needs rather than those of Valve’s customers. The +hierarchy will begin to reinforce its own structure by hiring +people who fit its shape, adding people to fill subordinate +support roles. Its members are also incented to engage in +rent-seeking behaviors that take advantage of the power +structure rather than focusing on simply delivering value +to customers. +``` +##### Hours + +``` +While people occasionally choose to push themselves to +work some extra hours at times when something big is +going out the door, for the most part working overtime for +extended periods indicates a fundamental failure in plan- +ning or communication. If this happens at Valve, it’s a sign +that something needs to be reevaluated and corrected. If +you’re looking around wondering why people aren’t in +“crunch mode,” the answer’s pretty simple. The thing we +work hardest at is hiring good people, so we want them to +stick around and have a good balance between work and +family and the rest of the important stuff in life. +If you find yourself working long hours, or just generally +feel like that balance is out of whack, be sure to raise the +(cont’d on page 19 ) +``` + +#### A Timeline of Valve’s History + +``` +Valve is formed in Kirkland, WA, +by Gabe Newell and Mike Harrington. +``` +``` +1996 +``` +``` +Formation papers are signed on the +same day as Gabe’s wedding. +Quake engine license is acquired +from id Software. +Production commences on the game +soon to be known as Half-Life (HL). +``` +``` +Production commences on Valve’s +second game, Prospero. +Valve recruits and hires two game +teams, including the first international +employee from the UK. +``` +``` +1997 +``` +``` +Gabe promises that if HL becomes +the #1- selling game, the company +will take everyone on vacation. +After internal review, HL deemed +not good enough to ship. +``` +(^) and essentially starts over. **_HL_** team returns to the drawing board +**_Prospero_** permanently shelved. + +- 19 – HFNE:96:97::01 **VALVE** + +``` +step 1. Unplug cords from wall +step 2. Move your desk +step 3. Plug cords back into wall +step 4. Get back to work +``` +### Fig. 2-2 Method to move your desk + +``` +1. +3. +``` +``` +2. +4. +``` +**VALVE** METHOD DIAG. 1 + + +``` +1999 2000 2001 +``` +``` +Valve establishes a pattern +of supporting the best +mods and occasionally +acquiring them. +``` +``` +Half-Life: Opposing Force +is released. +Expansion pack follows events in Black Mesa +from the viewpoint of an invading soldier. +``` +``` +Team Fortress Classic +is released. +``` +``` +Mike Harrington amicably +dissolves his partnership +with Gabe Newell, leaving +Newell as the sole head of +Valve Corporation. +``` +``` +Counter-Strike (CS) +is released. +``` +``` +Ricochet is released. +``` +Robin Walker demonstrates to the mod community how (^) +a game can be created quickly and easily with +Valve’s SDK. +**_CS_** soon becomes the +world’s #1 premier online +action game. +**_Half-Life: Deathmatch +Classic_** is released. +**_Half-Life: Blue Shift_** +is released. +HFNE:99:00:01::03 **VALVE** +**_Half-Life: Day One_** OEM demo is released. +Following a certain Black Mesa Incident, the world is never the same again. +**_Half-Life_** is released. +Released as a demo bundled with the Voodoo Banshee graphics card, the OEM +release circulates far beyond its original intended audience. Valve realizes the level +of anticipation for the full game. +**1998** +TeamFortress Software Pty. Ltd. is acquired. +Creators of **_Team Fortress (TF)_** join Valve and commence work +on **_Team Fortress Classic_**. +Valve’s first company vacation to Cabo San Lucas, Mexico. +# of employees: **30** +# of children: **0 +VALVE** HFNE:98:: + + +``` +Source engine is unveiled. +``` +``` +Counter-Strike: Source (CSS) is released. +Years of work on Valve’s new Source engine technology finally come to light. +``` +``` +Counter-Strike: Condition Zero +is released. +``` +``` +Half-Life 2 (HL2) is released. +The world’s first (legal) look at the Source engine, along with the game it powers: HL. +HL2 through Steam and in retail locations. appears as the first game available both +``` +(^) **_HL2_** second Xbox title. also becomes Valve’s +**2004** +**_Half-Life: Source_** is released. +The original **_HL_** gets a visual upgrade. +HFNE:04::05 **VALVE** +Valve outgrows its original Kirkland +office space and moves to down- +town Bellevue, WA. +**2002** +Steam is announced at GDC. +Valve’s Steam offers to third parties its new suite of tools and services, which +it had originally built to service its own games like **_HL_** and **_CS_**. +**_Valve Anti-Cheat (VAC)_** is released. +In a field where rampant online cheating ruins the experience for many customers, +Valve aggressively addresses the issue. +**2003** +**_Half-Life 2 (HL2)_** source code +is stolen. +(^) steal and disperse the code base for A thief infiltrates Valve’s network to +the still-in-production **_HL_**. +Years of speculation regarding the Borealis and Kraken Base begin... +Steam is released. +**_Day of Defeat_** is released. +A popular mod gets full Valve support, becoming one of its stalwart products. +**_CS_** is released as Valve’s first Xbox title. +**VALVE** HFNE:02:03:: + + +``` +Steamworks is unveiled, making the +business and technical tools of the +Steam platform available to third- +party developers free of charge. +Steam hits over 20 million users +and over 500 games. +``` +``` +2008 +``` +``` +TF2 gets major class updates for Medic, +Pyro, and Heavy characters. +These updates are delivered via Steam to all TF2 customers. +``` +``` +2009 +``` +``` +Steam ships its first downloadable +content update for indie game +The Maw. +Steam Cloud is released, offering +seamless online storage of any file +types, including saved games, +configuration files, etc. +``` +``` +LEFT 4 DEAD 2 +is released. +Presale numbers are the biggest yet for a +Valve game. +``` +``` +Steam hits over 25 million users +and over 1,000 games. +TF2 releases The Sniper vs Spy Update , +followed by outright WAR! +``` +(^) increase rapidly: more than 280 After this release, the **_TF2_** updates +have shipped in total. +**_TF2_** ships its first hat. +HFNE:08:09::07 **VALVE** +(^20052006) **_Left 4 Dead_** is released. +**2007** +First third-party games are +released on Steam. +A landmark in digital distribution, Steam +gives PC developers an alternative to retail +for their games. +**_Half-Life 2: Lost Coast_** +tech demo is released. +Supported by the first version of Valve’s popular +developer commentary. +**_Half-Life 2: Episode One_** +is released. +Valve’s first experiment in episodic storytelling. +**_Half-Life Deathmatch: +Source_** is released. +**_Team Fortress 2 (TF2)_** long-awaited sequel to the , the +classic multiplayer game. +**_Half Life 2: Episode Two_** raising the bar for emotional — +storytelling. +**_Portal_** an instant classic.—hailed worldwide as +**_The Orange Box_** is released +with two previously-released +titles and three new products: +**_Day of Defeat: Source_** +is released. +Valve hires six students +from DigiPen Institute of +Technology after seeing +their demo of the game, +_Narbacular Drop_. +Steam Community is released +with the first wave of features +designed to help friends +connect and socialize via +the Steam platform. +Steam reaches 15 million +active users, playing over +200 games. +**VALVE** HFNE:05:06:07:: + + +``` +In 2012, Valve heads to the +Big Island of Hawaii for its +10th company vacation. +# of employees: 293 +# of children: 185 +``` +``` +2010 2011 2012 +``` +``` +Valve moves to a more +expansive location in +Bellevue, WA. +``` +``` +Valve announces that +Steam and Source will be +available for Macintosh. +``` +``` +Portal 2 debuts on multiple +platforms to critical acclaim. +``` +``` +Valve’s 44th international hire +clears immigration—this time +from Germany. +``` +``` +Q1: New employee handbook +rolls off press. +``` +``` +Valve announces Portal 2 +is launching in 2011. +``` +``` +Valve begins development +of Dota 2. +``` +``` +Dota 2 premieres at +Gamescom in Cologne, +Germany, with the +first annual Dota 2 +championship. +``` +``` +What’s next? You tell us... +``` +**VALVE** HFNE:10:11:12::08 – 19 – + +``` +SETTLING IN +``` +``` +issue with whomever you feel would help. Dina loves to force +people to take vacations, so you can make her your first stop. +``` +##### The office + +``` +Sometimes things around the office can seem a little too +good to be true. If you find yourself walking down the +hall one morning with a bowl of fresh fruit and Stump- +town-roasted espresso, dropping off your laundry to be +washed, and heading into one of the massage rooms, don’t +freak out. All these things are here for you to actually use. +And don’t worry that somebody’s going to judge you for +taking advantage of it—relax! And if you stop on the way +back from your massage to play darts or work out in the +Valve gym or whatever, it’s not a sign that this place is going +to come crumbling down like some 1999-era dot-com start- +up. If we ever institute caviar-catered lunches, though, then +maybe something’s wrong. Definitely panic if there’s caviar. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 20 – – 21 – + +``` +SETTLING IN +``` +``` +Fig. 2- +``` +## Risks + +##### What if I screw up? + +Nobody has ever been fired at Valve for making a mistake. +It wouldn’t make sense for us to operate that way. Providing +the freedom to fail is an important trait of the company— +we couldn’t expect so much of individuals if we also penal- +ized people for errors. Even expensive mistakes, or ones +which result in a very public failure, are genuinely looked at +as opportunities to learn. We can always repair the mistake +or make up for it. +Screwing up is a great way to find out that your assump- +tions were wrong or that your model of the world was a +little bit off. As long as you update your model and move +forward with a better picture, you’re doing it right. Look +for ways to test your beliefs. Never be afraid to run an ex- +periment or to collect more data. +It helps to make predictions and anticipate nasty out- +comes. Ask yourself “what would I expect to see if I’m +right?” Ask yourself “what would I expect to see if I’m +wrong?” Then ask yourself “what do I see?” If something +totally unexpected happens, try to figure out why. +There are still some bad ways to fail. Repeating the same +mistake over and over is one. Not listening to customers or +peers before or after a failure is another. Never ignore the +evidence; particularly when it says you’re wrong. + + +- 23 – + +``` +SETTLING IN +``` +``` +Fig. 2- +``` +##### But what if we ALL screw up? + +``` +So if every employee is autonomously making his or +her own decisions, how is that not chaos? How does +Valve make sure that the company is heading in the +right direction? When everyone is sharing the steering +wheel, it seems natural to fear that one of us is going +to veer Valve’s car off the road. +Over time, we have learned that our collective ability +to meet challenges, take advantage of opportunity, and +respond to threats is far greater when the responsibility +for doing so is distributed as widely as possible. Namely, +to every individual at the company. +We are all stewards of our long-term relationship with +our customers. They watch us, sometimes very publicly, +``` +### Fig. 2-4 Methods to find out what’s going on + +``` +step 1. Talk to someone in a meeting +step 2. Talk to someone in the elevator +step 3. Talk to someone in the kitchen +step 4. Talk to someone in the bathroom +``` +``` +1. +``` +``` +3. +``` +``` +2. +``` +``` +4. +``` +**VALVE** METHOD DIAG. 2 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 24 – + +## How Am I Doing? + +# 3 + +make mistakes. Sometimes they get angry with us. But +because we always have their best interests at heart, there’s +faith that we’re going to make things better, and that if +we’ve screwed up today, it wasn’t because we were trying +to take advantage of anyone. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 26 – – 27 – + +``` +HOW AM I DOING? +``` +``` +prescriptive, and designed to be put to use by the person +you’re talking about. +The feedback is then gathered, collated, anonymized, +and delivered to each reviewee. Making the feedback +anonymous definitely has pros and cons, but we think it’s +the best way to get the most useful information to each +person. There’s no reason to keep your feedback about +someone to yourself until peer review time if you’d like to +deliver it sooner. In fact, it’s much better if you do so often, +and outside the constraints of official peer reviews. +When delivering peer review feedback, it’s useful to keep +in mind the same categories used in stack ranking because +they concretely measure how valuable we think someone is. +``` +##### Stack ranking (and compensation) + +``` +The other evaluation we do annually is to rank each other +against our peers. Unlike peer reviews, which generate +information for each individual, stack ranking is done in +order to gain insight into who’s providing the most value at +the company and to thereby adjust each person’s compen- +sation to be commensurate with his or her actual value. +Valve pays people very well compared to industry norms. +Our profitability per employee is higher than that of +Google or Amazon or Microsoft, and we believe strongly +that the right thing to do in that case is to put a maximum +``` +## Your Peers and Your Performance + +We have two formalized methods of evaluating each other: +peer reviews and stack ranking. Peer reviews are done in +order to give each other useful feedback on how to best +grow as individual contributors. Stack ranking is done +primarily as a method of adjusting compensation. Both +processes are driven by information gathered from each +other—your peers. + +##### Peer reviews + +We all need feedback about our performance—in order +to improve, and in order to know we’re not failing. Once +a year we all give each other feedback about our work. +Outside of these formalized peer reviews, the expectation +is that we’ll just pull feedback from those around us when- +ever we need to. +There is a framework for how we give this feedback to +each other. A set of people (the set changes each time) +interviews everyone in the whole company, asking who +each person has worked with since the last round of peer +reviews and how the experience of working with each +person was. The purpose of the feedback is to provide +people with information that will help them grow. That +means that the best quality feedback is directive and + + +- 29 – + +``` +HOW AM I DOING? +``` +``` +amount of money back into each employee’s pocket. Valve +does not win if you’re paid less than the value you create. +And people who work here ultimately don’t win if they get +paid more than the value they create. +So Valve’s goal is to get your compensation to be “cor- +rect.” We tend to be very flexible when new employees are +joining the company, listening to their salary requirements +and doing what we can for them. Over time, compensation +gets adjusted to fit an employee’s internal peer-driven valu- +ation. That’s what we mean by “correct”—paying someone +what they’re worth (as best we can tell using the opinions +of peers). +``` +``` +The removal of bias is of the utmost importance to Valve in +this process. We believe that our peers are the best judges +of our value as individuals. Our flat structure eliminates +some of the bias that would be present in a peer-ranking +system elsewhere. The design of our stack-ranking process +is meant to eliminate as much as possible of the remainder. +``` +``` +================================================== +``` +``` +================================================== +``` +``` +If you think your compensation isn’t right for the work you do, then +you should raise the issue. At Valve, these conversations are surprisingly +easy and straightforward. Adjustments to compensation usually occur +within the process described here. But talking about it is always the +right thing if there’s any issue. Fretting about your level of compensa- +tion without any outside information about how it got set is expensive +for you and for Valve. +``` +### Fig. 3-1 Method to working without a boss + +``` +step 1. Come up with a bright idea +step 2. Tell a coworker about it +step 3. Work on it together +step 4. Ship it! +``` +``` +1. +``` +``` +3. +``` +``` +2. +``` +``` +4. +``` +**VALVE** METHOD DIAG. 3 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 30 – Fig. 3-2 + +Each project/product group is asked to rank its own +members. (People are not asked to rank themselves, so we +split groups into parts, and then each part ranks people +other than themselves.) The ranking itself is based on the +following four metrics: + +**1. Skill Level/Technical Ability** +How difficult and valuable are the kinds of problems +you solve? How important/critical of a problem can you +be given? Are you uniquely capable (in the company? +industry?) of solving a certain class of problem, deliver- +ing a certain type of art asset, contributing to design, +writing, or music, etc.? +**2. Productivity/Output** +How much shippable (not necessarily shipped to outside +customers), valuable, finished work did you get done? +Working a lot of hours is generally not related to produc- +tivity and, after a certain point, indicates inefficiency. +It is more valuable if you are able to maintain a sensible +work/life balance and use your time in the office effi- +ciently, rather than working around the clock. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 32 – – 33 – + +``` +HOW AM I DOING? +``` +``` +By choosing these categories and basing the stack ranking +on them, the company is explicitly stating, “This is what +is valuable.” We think that these categories offer a broad +range of ways you can contribute value to the company. +Once the intra-group ranking is done, the information +gets pooled to be company-wide. We won’t go into that +methodology here. There is a wiki page about peer feedback +and stack ranking with some more detail on each process. +``` +**3. Group Contribution** +How much do you contribute to studio process, hiring, +integrating people into the team, improving workflow, +amplifying your colleagues, or writing tools used by +others? Generally, being a group contributor means +that you are making a tradeoff versus an individual +contribution. Stepping up and acting in a leadership +role can be good for your group contribution score, +but being a leader does not impart or guarantee a +higher stack rank. It is just a role that people adopt +from time to time. +**4. Product Contribution** +How much do you contribute at a larger scope than your +core skill? How much of your work matters to the prod- +uct? How much did you influence correct prioritization +of work or resource trade-offs by others? Are you good +at predicting how customers are going to react to deci- +sions we’re making? Things like being a good playtester +or bug finder during the shipping cycle would fall into +this category. + + +## Choose Your + +## Own Adventure + +# 4 + +``` +step 1. Find someone to watch your cats +step 2. Board our chartered flight +step 3. Relax by the pool +step 4. Relax by the pool some more +``` +### Fig. 3-3 Method to taking the company trip + +``` +1. +3. +``` +``` +2. +4. +``` +**VALVE** METHOD DIAG. 4 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 36 – – 37 – + +``` +CHOOSE YOUR OWN ADVENTURE +``` +``` +who interact with others outside the company call them- +selves by various titles because doing so makes it easier to +get their jobs done. +Inside the company, though, we all take on the role that +suits the work in front of us. Everyone is a designer. Every- +one can question each other’s work. Anyone can recruit +someone onto his or her project. Everyone has to function +as a “strategist,” which really means figuring out how to do +what’s right for our customers. We all engage in analysis, +measurement, predictions, evaluations. +One outward expression of these ideals is the list of +credits that we put in our games—it’s simply a long list of +names, sorted alphabetically. That’s it. This was intentional +when we shipped Half-Life , and we’re proud to continue +the tradition today. +``` +##### Advancement vs. growth + +``` +Because Valve doesn’t have a traditional hierarchical +structure, it can be confusing to figure out how Valve fits +into your career plans. “Before Valve, I was an assistant +technical second animation director in Hollywood. I had +planned to be a director in five years. How am I supposed +to keep moving forward here?” +Working at Valve provides an opportunity for extremely +efficient and, in many cases, very accelerated, career +``` +Fig. 4-1 + +## Your First Six Months + +You’ve solved the nuts-and-bolts issues. Now you’re moving +beyond wanting to just be productive day to day —you’re +ready to help shape your future, and Valve’s. Your own +professional development and Valve’s growth are both now +under your control. Here are some thoughts on steering +both toward success. + +##### Roles + +By now it’s obvious that roles at Valve are fluid. Tradition- +ally at Valve, nobody has an actual title. This is by design, to +remove organizational constraints. Instead we have things +we call ourselves, for convenience. In particular, people + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 38 – – 39 – + +``` +CHOOSE YOUR OWN ADVENTURE +``` +``` +Most people who fit well at Valve will be better- +positioned after their time spent here than they could +have been if they’d spent their time pretty much +anywhere else. +``` +##### Putting more tools in your toolbox + +``` +The most successful people at Valve are both (1) highly +skilled at a broad set of things and (2) world-class experts +within a more narrow discipline. (See “T-shaped” people on +page 46.) Because of the talent diversity here at Valve, it’s +often easier to become stronger at things that aren’t your +core skill set. +``` +##### Engineers: code is only the beginning + +``` +If you were hired as a software engineer, you’re now sur- +rounded by a multidisciplinary group of experts in all kinds +of fields—creative, legal, financial, even psychological. +Many of these people are probably sitting in the same room +as you every day, so the opportunities for learning are huge. +Take advantage of this fact whenever possible: the more +you can learn about the mechanics, vocabulary, and analysis +within other disciplines, the more valuable you become. +``` +##### Non-Engineers: program or be programmed + +``` +Valve’s core competency is making software. Obviously, +``` +growth. In particular, it provides an opportunity to broaden +one’s skill set well outside of the narrow constraints that +careers can have at most other companies. +So the “growth ladder” is tailored to you. It operates +exactly as fast as you can manage to grow. You’re in charge + +of your track, and you can elicit help with it anytime from +those around you. F Y I , we usually don’t do any formalized +employee “development” (course work, mentor assign- +ment), because for senior people it’s mostly not effective. +We believe that high-performance people are generally +self-improving. + +``` +Fig. 4-2 +``` + +## Valve Is Growing + +# 5 + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 40 – + +different disciplines are part of making our products, but +we’re still an engineering-centric company. That’s +because the core of the software-building process is +engineering. As in, writing code. If your expertise is +not in writing code, then every bit of energy you put +into understanding the code-writing part of making +software is to your (and Valve’s) benefit. You don’t +need to become an engineer, and there’s nothing +that says an engineer is more valuable than you. But +broadening your awareness in a highly technical +direction is never a bad thing. It’ll either increase +the quality or quantity of bits you can put “into boxes,” +which means affecting customers more, which means +you’re valuable. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 42 – – 43 – + +``` +VALVE IS GROWING +``` +``` +We do not have a growth goal. We intend to continue +hiring the best people as fast as we can, and to continue +scaling up our business as fast as we can, given our existing +staff. Fortunately, we don’t have to make growth decisions +based on any external pressures—only our own business +goals. And we’re always free to temper those goals with the +long-term vision for our success as a company. Ultimately, +we win by keeping the hiring bar very high. +``` +##### Hiring + +``` +Fig. 5-1 +``` +## Your Most Important Role + +Concepts discussed in this book sound like they might work +well at a tiny start-up, but not at a hundreds-of-people-plus- +billions-in-revenue company. The big question is: Does all +this stuff scale? +Well, so far, yes. And we believe that if we’re careful, it +will work better and better the larger we get. This might +seem counterintuitive, but it’s a direct consequence of +hiring great, accomplished, capable people. Getting this +to work right is a tricky proposition, though, and depends +highly on our continued vigilance in recruiting/hiring. +If we start adding people to the company who aren’t as +capable as we are at operating as high-powered, self- +directed, senior decision makers, then lots of the stuff +discussed in this book will stop working. +One thing that’s changing as we grow is that we’re not +great at disseminating information to everyone anymore +_(see “What is Valve_ not _good at?,” on page 52)_. +On the positive side, our profitability per employee is +going up, so by that measure, we’re certainly scaling correctly. +Our rate of hiring growth hovered between 10 and 15 +percent per year, for years. In 2010, we sped up, but only to +about 20 percent per year. 2011 kept up this new pace, +largely due to a wave of hiring in Support. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 44 – – 45 – + +``` +VALVE IS GROWING +``` +``` +adding a great person can create value across the whole +company. Missing out on hiring that great person is likely +the most expensive kind of mistake we can make. +Usually, it’s immediately obvious whether or not we’ve +done a great job hiring someone. However, we don’t have +the usual checks and balances that come with having +managers, so occasionally it can take a while to understand +whether a new person is fitting in. This is one downside of +the organic design of the company—a poor hiring decision +can cause lots of damage, and can sometimes go unchecked +for too long. Ultimately, people who cause damage always +get weeded out, but the harm they do can still be significant. +``` +##### How do we choose the right people to hire? + +``` +An exhaustive how-to on hiring would be a handbook of +its own. Probably one worth writing. It’d be tough for us to +capture because we feel like we’re constantly learning really +important things about how we hire people. In the mean- +time, here are some questions we always ask ourselves when +evaluating candidates: +``` +- Would I want this person to be my boss? +- Would I learn a significant amount from him or her? +- What if this person went to work for our competition? +Across the board, we value highly collaborative people. +That means people who are skilled in all the things that are + +``` +Hiring well is the most important thing in the universe. +Nothing else comes close. It’s more important than breath- +ing. So when you’re working on hiring—participating in +an interview loop or innovating in the general area of +recruiting—everything else you could be doing is stupid +and should be ignored! +When you’re new to Valve, it’s super valuable to start +being involved in the interview process. Ride shotgun with +people who’ve been doing it a long time. In some ways, our +interview process is similar to those of other companies, +but we have our own take on the process that requires +practice to learn. We won’t go into all the nuts and bolts in +this book—ask others for details, and start being included +in interview loops. +``` +##### Why is hiring well so important at Valve? + +``` +At Valve, adding individuals to the organization can influ- +ence our success far more than it does at other companies +—either in a positive or negative direction. Since there’s +no organizational compartmentalization of people here, +``` +**Bring your friends.** One of the most valuable things you can do as a +new employee is tell us who else you think we should hire. Assuming +that you agree with us that Valve is the best place to work on Earth, +then tell us about who the best people are on Earth, so we can bring +them here. If you don’t agree yet, then wait six months and ask +yourself this question again. +================================================== + +================================================== + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 46 – – 47 – + +``` +VALVE IS GROWING +``` +``` +We’re looking for people stronger than ourselves. +When unchecked, people have a tendency to hire others +who are lower-powered than themselves. The questions +listed above are designed to help ensure that we don’t +start hiring people who are useful but not as powerful +as we are. We should hire people more capable than +ourselves, not less. +In some ways, hiring lower-powered people is a natural +response to having so much work to get done. In these +conditions, hiring someone who is at least capable seems +(in the short term) to be smarter than not hiring anyone at +all. But that’s actually a huge mistake. We can always bring +``` +``` +Fig. 5-2 +``` +integral to high-bandwidth collaboration—people who can +deconstruct problems on the fly, and talk to others as they +do so, simultaneously being inventive, iterative, creative, +talkative, and reactive. These things actually matter far more +than deep domain-specific knowledge or highly developed +skills in narrow areas. This is why we’ll often pass on candi- +dates who, narrowly defined, are the “best” at their chosen +discipline. +Of course it’s not quite enough to say that a candidate +should collaborate well—we also refer to the same four +metrics that we rely on when evaluating each other to evalu- +ate potential employees _(See “Stack ranking,” on page 27)_. + +**We value “T-shaped” people.** +That is, people who are both generalists (highly skilled at +a broad set of valuable things—the top of the T) and also +experts (among the best in their field within a narrow disci- +pline—the vertical leg of the T). +This recipe is important for success at Valve. We often +have to pass on people who are very strong generalists with- +out expertise, or vice versa. An expert who is too narrow has +difficulty collaborating. A generalist who doesn’t go deep +enough in a single area ends up on the margins, not really +contributing as an individual. + + +- 48 – – 49 – + +``` +VALVE IS GROWING +``` +``` +Q: If all this stuff has worked well for us, why doesn’t every company +work this way? +A: Well, it’s really hard. Mainly because, from day one, it requires a +commitment to hiring in a way that’s very different from the way most +companies hire. It also requires the discipline to make the design of +the company more important than any one short-term business goal. +And it requires a great deal of freedom from outside pressure—being +self-funded was key. And having a founder who was confident enough +to build this kind of place is rare, indeed. +Another reason that it’s hard to run a company this way is that it +requires vigilance. It’s a one-way trip if the core values change, and +maintaining them requires the full commitment of everyone— +especially those who’ve been here the longest. For “senior” people +at most companies, accumulating more power and/or money over +time happens by adopting a more hierarchical culture. +``` +``` +================================================== +``` +``` +================================================== +``` +on temporary/contract help to get us through tough spots, +but we should never lower the hiring bar. The other reason +people start to hire “downhill” is a political one. At most +organizations, it’s beneficial to have an army of people +doing your bidding. At Valve, though, it’s not. You’d +damage the company and saddle yourself with a broken +organization. Good times! + +**Hiring is fundamentally the same across all disciplines.** +There are not different sets of rules or criteria for engi- +neers, artists, animators, and accountants. Some details are +different—like, artists and writers show us some of their +work before coming in for an interview. But the actual +interview process is fundamentally the same no matter who +we’re talking to. +“With the bar this high, would I be hired today?” That’s +a good question. The answer might be no, but that’s actu- +ally awesome for us, and we should all celebrate if it’s true +because it means we’re growing correctly. As long as you’re +continuing to be valuable and having fun, it’s a moot +point, really. + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` + +## Epilogue + +# 6 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 52 – – 53 – + +``` +EPILOGUE +``` +## What Happens When All This Stuff + +## Doesn’t Work? + +``` +Sometimes, the philosophy and methods outlined in this +book don’t match perfectly with how things are going day +to day. But we’re confident that even when problems persist +for a while, Valve roots them out. +As you see it, are there areas of the company in which +the ideals in this book are realized more fully than others? +What should we do about that? Are those differences a +good thing? What would you change? This handbook +describes the goals we believe in. If you find yourself in +a group or project that you feel isn’t meeting these goals, +be an agent of change. Help bring the group around. +Talk about these goals with the team and/or others. +``` +## What Is Valve Not Good At? + +The design of the company has some downsides. We usu- +ally think they’re worth the cost, but it’s worth noting that +there are a number of things we wish we were better at: + +- Helping new people find their way. We wrote this +book to help, but as we said above, a book can only +go so far. +- Mentoring people. Not just helping new people figure +things out, but proactively helping people to grow +in areas where they need help is something we’re +organizationally not great at. Peer reviews help, but +they can only go so far. +- Disseminating information internally. +- Finding and hiring people in completely new +disciplines (e.g., economists! industrial designers!). +- Making predictions longer than a few months out. +- We miss out on hiring talented people who prefer to +work within a more traditional structure. Again, this +comes with the territory and isn’t something we should +change, but it’s worth recognizing as a self-imposed +limitation. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 54 – – 55 – + +### Glossary + +``` +Jargon. Lingo. Code words. +14-Year-Old Boy —If you see one running your project, don’t worry. That’s +actually 57-year-old Josh Weier (see Josh Weier). If you have any extra stem +cells, give them to him! He bathes in them daily. +Australia —A place that’s either very near or is New Zealand where more +than half of Valve’s employees were born. +City of Seattle —Where Valve’s founders promised we’d locate our office +before pulling a massive bait and switch to the Eastside (see also Greg Coomer). +Coffee Machine, Right-hand Dispenser —The dispenser in all coffee +machines at Valve that holds the decaffeinated coffee beans. To the best of +our knowledge, these have never needed to be refilled. For all we know, the +beans are decorative plastic. +Company Vacation —Every year, the company gathers all the employees and +our families, flies us somewhere tropical, and gives us a free weeklong +vacation. Popular pastimes include beard contests, snorkeling, ice cream +socials, jet skiing, or just sitting on the beach chatting with the locals about +how many googly-eyed seashells you should buy from them. (Your feeling: +none. Their counteroffer: Just buy five then.) +Empty Shelf on Fifth Floor —Place we’re planning on putting all those +awards for Ricochet once the gaming world finally catches up with it. +Fishbowl— The conference room by the lunchroom. The one with a big +glass wall. Don’t let the name throw you—we don’t actually use it as a +fishbowl! Except, of course, on Fishbowl Fridays, where we fill it up with ten +thousand gallons of putrid saltwater so that all the manta rays and sharks +will have something to breathe while they fight to the death. You won’t see +it in your list of benefits, not because it isn’t fun, but because it is illegal. +Freight Elevator — (See “Method to move your desk,” on page 18.) +Gabe Newell —Of all the people at this company who aren’t your boss, +Gabe is the MOST not your boss, if you get what we’re saying. +``` +## Where Will You Take Us? + +Valve will be a different company a few years from now +because you are going to change it for the better. We can’t +wait to see where you take us. The products, features, and +experiences that you decide to create for customers are +the things that will define us. +Whether it’s a new game, a feature in Steam, a way to +save customers money, a painting that teaches us what’s +beautiful, something that protects us from legal threats, +a new typeface, an idea for how to be healthier while we +work, a new hat-making tool for _TF2_ , a spectacular ani- +mation, a new kind of test that lets us be smarter, a game +controller that can tell whether you’re scared or a toy that +makes four-year-olds laugh, or (more likely) something +nobody’s thought of yet—we can’t wait to see what kind +of future you choose to build at Valve. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 56 – + +**Greg Coomer** —The only person who cares or remembers that somebody +once might have said we’d move to Seattle. +**Knives** —That which one can never own enough of. A vast collection of +them is in no way a Freudian compensation. +**Manager** —The kind of people we don’t have any of. So if you see one, tell +somebody, because it’s probably the ghost of whoever was in this building +before us. Whatever you do, don’t let him give you a presentation on +paradigms in spectral proactivity. +**Mann Co.** —Maker of square, unsafe products for men that occasionally +catch on fire, and more occasionally, work as advertised. Owned and +operated by Saxton Hale _(see Australia)_. +**Parking Garage Elevators** —Autonomous hostage-taking devices with a will +of their own. Beware. +**Playtesting** —What we do early and often. And loudly, if Karen is the tester. +**Ponies** —The animals most beloved by those away from their computers, +and most despised by people who prefer to hear jokes just once. +**Scorpions, Poison, Queen** —Repeated exposure to our bathrooms’ Pavlov- +ian rock block soundtrack will ensure that you’ll never be able to relieve +yourself again unless someone hums “Rock You like a Hurricane.” +**Shitty Wizard** —Person responsible for all _Dota 2_ bugs. _Aka_ Finol. +**Talk Alias** —Marc Laidlaw’s internal blog. +**(Un)weighted Companion Pillow** —The thing Erik Wolpaw carries around +with him and covers his mouth with after others have sat on it. +**Valve Activities** —You will learn to love blacksmithing. +**Josh Weier** —Variously pronounced “Josh Weere,” “Josh Wire,” “Josh +Woe-Rue,” “Josh wuhh...[trailing off],” and “Josh Joshington” by those of us +who stopped caring. They’re all equally valid! +**WFH** —Working From Home. What to do if a single snowflake falls out of +the sky. + + + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/NewMemberHandbookEdit.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/NewMemberHandbookEdit.md new file mode 100644 index 0000000..c5a0ae1 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/NewMemberHandbookEdit.md @@ -0,0 +1,156 @@ + +## How do we choose the right people to hire? + +An exhaustive how-to on hiring would be a handbook of +its own. Probably one worth writing. It’d be tough for us to +capture because we feel like we’re constantly learning really +important things about how we hire people. In the mean- +time, here are some questions we always ask ourselves when +evaluating candidates: + +- Would I want this person to be my boss? +- Would I learn a significant amount from him or her? +- What if this person went to work for our competition? +Across the board, we value highly collaborative people. +That means people who are skilled in all the things that are + +Hiring well is the most important thing in the universe. +Nothing else comes close. It’s more important than breath- +ing. So when you’re working on hiring—participating in +an interview loop or innovating in the general area of +recruiting—everything else you could be doing is stupid +and should be ignored! +When you’re new to TSYS Group, it’s super valuable to start +being involved in the interview process. Ride shotgun with +people who’ve been doing it a long time. In some ways, our +interview process is similar to those of other companies, +but we have our own take on the process that requires +practice to learn. We won’t go into all the nuts and bolts in +this book—ask others for details, and start being included +in interview loops. +``` +##### Why is hiring well so important at TSYS Group? + +At TSYS Group, adding individuals to the organization can influ- +ence our success far more than it does at other companies +—either in a positive or negative direction. Since there’s +no organizational compartmentalization of people here, + +**Bring your friends.** One of the most valuable things you can do as a +new employee is tell us who else you think we should hire. Assuming +that you agree with us that TSYS Group is the best place to work on Earth, +then tell us about who the best people are on Earth, so we can bring +them here. If you don’t agree yet, then wait six months and ask +yourself this question again. + +We’re looking for people stronger than ourselves. +When unchecked, people have a tendency to hire others +who are lower-powered than themselves. The questions +listed above are designed to help ensure that we don’t +start hiring people who are useful but not as powerful +as we are. We should hire people more capable than +ourselves, not less. +In some ways, hiring lower-powered people is a natural +response to having so much work to get done. In these +conditions, hiring someone who is at least capable seems +(in the short term) to be smarter than not hiring anyone at +all. But that’s actually a huge mistake. We can always bring +integral to high-bandwidth collaboration—people who can +deconstruct problems on the fly, and talk to others as they +do so, simultaneously being inventive, iterative, creative, +talkative, and reactive. These things actually matter far more +than deep domain-specific knowledge or highly developed +skills in narrow areas. This is why we’ll often pass on candi- +dates who, narrowly defined, are the “best” at their chosen +discipline. +Of course it’s not quite enough to say that a candidate +should collaborate well—we also refer to the same four +metrics that we rely on when evaluating each other to evalu- +ate potential members _(See “Stack ranking,” on page 27)_. + +**We value “T-shaped” people.** +That is, people who are both generalists (highly skilled at +a broad set of valuable things—the top of the T) and also +experts (among the best in their field within a narrow disci- +pline—the vertical leg of the T). +This recipe is important for success at TSYS Group. We often +have to pass on people who are very strong generalists with- +out expertise, or vice versa. An expert who is too narrow has +difficulty collaborating. A generalist who doesn’t go deep +enough in a single area ends up on the margins, not really +contributing as an individual. + + +Q: If all this stuff has worked well for us, why doesn’t every company work this way? + +A: Well, it’s really hard. Mainly because, from day one, it requires a +commitment to hiring in a way that’s very different from the way most +companies hire. It also requires the discipline to make the design of +the company more important than any one short-term business goal. +And it requires a great deal of freedom from outside pressure—being +self-funded was key. And having a founder who was confident enough +to build this kind of place is rare, indeed. +Another reason that it’s hard to run a company this way is that it +requires vigilance. It’s a one-way trip if the core values change, and +maintaining them requires the full commitment of everyone— +especially those who’ve been here the longest. For “senior” people +at most companies, accumulating more power and/or money over +time happens by adopting a more hierarchical culture. + +on temporary/contract help to get us through tough spots, +but we should never lower the hiring bar. The other reason +people start to hire “downhill” is a political one. At most +organizations, it’s beneficial to have an army of people +doing your bidding. At TSYS Group, though, it’s not. You’d +damage the company and saddle yourself with a broken +organization. Good times! + +**Hiring is fundamentally the same across all disciplines.** +There are not different sets of rules or criteria for engi- +neers, artists, animators, and accountants. Some details are +different—like, artists and writers show us some of their +work before coming in for an interview. But the actual +interview process is fundamentally the same no matter who +we’re talking to. +“With the bar this high, would I be hired today?” That’s +a good question. The answer might be no, but that’s actu- +ally awesome for us, and we should all celebrate if it’s true +because it means we’re growing correctly. As long as you’re +continuing to be valuable and having fun, it’s a moot +point, really. + + + + +## What Happens When All This Stuff Doesn’t Work? + +Sometimes, the philosophy and methods outlined in this +book don’t match perfectly with how things are going day +to day. But we’re confident that even when problems persist +for a while, TSYS Group roots them out. +As you see it, are there areas of the company in which +the ideals in this book are realized more fully than others? +What should we do about that? Are those differences a +good thing? What would you change? This handbook +describes the goals we believe in. If you find yourself in +a group or project that you feel isn’t meeting these goals, +be an agent of change. Help bring the group around. +Talk about these goals with the team and/or others. + +## Where Will You Take Us? + +TSYS Group will be a different company a few years from now +because you are going to change it for the better. We can’t +wait to see where you take us. The products, features, and +experiences that you decide to create for customers are +the things that will define us. +Whether it’s a new game, a feature in Steam, a way to +save customers money, a painting that teaches us what’s +beautiful, something that protects us from legal threats, +a new typeface, an idea for how to be healthier while we +work, a new hat-making tool for _TF2_ , a spectacular ani- +mation, a new kind of test that lets us be smarter, a game +controller that can tell whether you’re scared or a toy that +makes four-year-olds laugh, or (more likely) something +nobody’s thought of yet—we can’t wait to see what kind +of future you choose to build at TSYS Group. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Valve_NewEmployeeHandbook.pdf b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Valve_NewEmployeeHandbook.pdf new file mode 100644 index 0000000..9d5db6a Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Valve_NewEmployeeHandbook.pdf differ diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Valve_NewEmployeeHandbook.txt b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Valve_NewEmployeeHandbook.txt new file mode 100644 index 0000000..946b5b2 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/Valve_NewEmployeeHandbook.txt @@ -0,0 +1,1608 @@ +Member Handbook + +============================================================ + + HAN DB O OK FO R +N E W E MPL OYE E S +======================================================== + +A fearless adventure +in knowing what to do +when no one’s there +telling you what to do +FIRST EDITION + +2012 + + Table of Contents + +Preface . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii +How to Use This Book . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viii + +Part 1: Welcome to Valve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 +Your First Day +Valve Facts That Matter +Welcome to Flatland + +Part 2: Settling In . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 + +Dedicated to the families +of all Valve employees. +Thank you for helping us make +such an incredible place. + +Your First Month +What to Work On + Why do I need to pick my own projects?, But how do I decide which things to + work on?, How do I find out what projects are under way?, Short-term vs. long term goals, What about all the things that I’m not getting done?, How does + Valve decide what to work on? Can I be included the next time Valve is + deciding X? +Teams, Hours, and the Office + Cabals, Team leads, Structure happens, Hours, The office +Risks + What if I screw up?, But what if we ALL screw up? + +Part 3: How Am I Doing? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 +Your Peers and Your Performance + Peer reviews, Stack ranking (and compensation) + +Part 4: Choose Your Own Adventure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 +Your First Six Months + Roles, Advancement vs. growth, Putting more tools in your toolbox + +Part 5: Valve Is Growing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 +Your Most Important Role + Hiring, Why is hiring well so important at Valve?, How do we choose + the right people to hire?, We value “T-shaped” people, We’re looking + for people stronger than ourselves, Hiring is fundamentally the same + across all disciplines + +Part 6: Epilogue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 +What Is Valve Not Good At? +What Happens When All This Stuff Doesn’t Work? +Where Will You Take Us? + +Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 + + Preface +In 1996, we set out to make great games, but we knew back +then that we had to first create a place that was designed +to foster that greatness. A place where incredibly talented +individuals are empowered to put their best work into the +hands of millions of people, with very little in their way. +This book is an abbreviated encapsulation of our guiding +principles. As Valve continues to grow, we hope that these +principles will serve each new person joining our ranks. +If you are new to Valve, welcome. Although the goals in +this book are important, it’s really your ideas, talent, and +energy that will keep Valve shining in the years ahead. +Thanks for being here. Let’s make great things. + +© 2012 Valve Corporation. All Rights Reserved. Printed in the United States of America. +This handbook does not constitute an employment contract or binding policy and is subject +to change at any time. Either Valve or an employee can terminate the employment relationship +at any time, with or without cause, with or without notice. Employment with Valve is at-will, +and nothing in this handbook will alter that status. +First edition: March 2012 +Valve Corporation +Bellevue, Washington USA +www.valvesoftware.com +Designed by Valve +Typeface: ITC New Baskerville +10 9 8 7 6 5 4 3 2 1 + +– vii – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +How to Use This Book +This book isn’t about fringe benefits or how to set up your +workstation or where to find source code. Valve works in +ways that might seem counterintuitive at first. This handbook is about the choices you’re going to be making and +how to think about them. Mainly, it’s about how not to +freak out now that you’re here. +================================================== + +For more nuts-and-bolts information, there’s an official Valve intranet +(http://intranet). Look for stuff there like how to build a Steam +depot or whether eyeglasses are covered by your Flex Spending plan. +This book is on the intranet, so you can edit it. Once you’ve read it, +help us make it better for other new people. Suggest new sections, +or change the existing ones. Add to the Glossary. Or if you’re not +all that comfortable editing it, annotate it: make comments and +suggestions. We’ll collectively review the changes and fold them +into future revisions. +================================================== + +– viii – + +1 +Welcome to Valve + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Your First Day + +W E L CO M E TO VALV E + +Valve Facts That Matter + +Fig. 1-2 + +Fig. 1-1 + +So you’ve gone through the interview process, you’ve +signed the contracts, and you’re finally here at Valve. +Congratulations, and welcome. +Valve has an incredibly unique way of doing things +that will make this the greatest professional experience +of your life, but it can take some getting used to. This +book was written by people who’ve been where you are +now, and who want to make your first few months here +as easy as possible. + +–2– + +Valve is self-funded. We haven’t ever brought in outside +financing. Since our earliest days this has been incredibly +important in providing freedom to shape the company +and its business practices. +Valve owns its intellectual property. This is far from the +norm, in our industry or at most entertainment contentproducing companies. We didn’t always own it all. But +thanks to some legal wrangling with our first publisher +after Half-Life shipped, we now do. This has freed us to +make our own decisions about our products. +Valve is more than a game company. We started our +existence as a pretty traditional game company. And +we’re still one, but with a hugely expanded focus. Which +is great, because we get to make better games as a result, +–3– + + VALVE: H ANDBO O K FO R NEW EMP LO YEES + +and we’ve also been able to diversify. We’re an entertainment company. A software company. A platform company. +But mostly, a company full of passionate people who love +the products we create. + +Welcome to Flatland + +Fig. 1-3 + +Hierarchy is great for maintaining predictability and +repeatability. It simplifies planning and makes it easier to +control a large group of people from the top down, which +is why military organizations rely on it so heavily. +But when you’re an entertainment company that’s spent +the last decade going out of its way to recruit the most +intelligent, innovative, talented people on Earth, telling +them to sit at a desk and do what they’re told obliterates +99 percent of their value. We want innovators, and that +means maintaining an environment where they’ll flourish. +That’s why Valve is flat. It’s our shorthand way of saying +that we don’t have any management, and nobody “reports +to” anybody else. We do have a founder/president, but +even he isn’t your manager. This company is yours to +steer—toward opportunities and away from risks. You have +the power to green-light projects. You have the power to +ship products. +A flat structure removes every organizational barrier + +–4– + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +between your work and the customer enjoying that work. +Every company will tell you that “the customer is boss,” but +here that statement has weight. There’s no red tape stopping you from figuring out for yourself what our customers +want, and then giving it to them. +If you’re thinking to yourself, “Wow, that sounds like a +lot of responsibility,” you’re right. And that’s why hiring is +the single most important thing you will ever do at Valve +(see “Hiring ,” on page 43). Any time you interview a potential +hire, you need to ask yourself not only if they’re talented or +collaborative but also if they’re capable of literally running +this company, because they will be. + +2 + +================================================== + +Why does your desk have wheels? Think of those wheels as a symbolic +reminder that you should always be considering where you could move +yourself to be more valuable. But also think of those wheels as literal +wheels, because that’s what they are, and you’ll be able to actually move +your desk with them. +You’ll notice people moving frequently; often whole teams will move +their desks to be closer to each other. There is no organizational +structure keeping you from being in close proximity to the people +who you’d help or be helped by most. +The fact that everyone is always moving around within the company +makes people hard to find. That’s why we have http://user—check it +out. We know where you are based on where your machine is plugged +in, so use this site to see a map of where everyone is right now. +================================================== + +–6– + +Settling In + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Your First Month +So you’ve decided where you put your desk. You know +where the coffee machine is. You’re even pretty sure you +know what that one guy’s name is. You’re not freaking +out anymore. In fact, you’re ready to show up to work this +morning, sharpen those pencils, turn on your computer, +and then what? +This next section walks you through figuring out what to +work on. You’ll learn about how projects work, how cabals +work, and how products get out the door at Valve. + +What to Work On +Why do I need to pick my own projects? +We’ve heard that other companies have people allocate a +percentage of their time to self-directed projects. At Valve, +that percentage is 100. +Since Valve is flat, people don’t join projects because +they’re told to. Instead, you’ll decide what to work on +after asking yourself the right questions (more on that +later). Employees vote on projects with their feet (or desk +wheels). Strong projects are ones in which people can +see demonstrated value; they staff up easily. This means +there are any number of internal recruiting efforts +constantly under way. +–8– + +S ettling in + +If you’re working here, that means you’re good at your +job. People are going to want you to work with them on +their projects, and they’ll try hard to get you to do so. But +the decision is going to be up to you. (In fact, at times +you’re going to wish for the luxury of having just one +person telling you what they think you should do, rather +than hundreds.) + +But how do I decide which things to work on? +Deciding what to work on can be the hardest part of your +job at Valve. This is because, as you’ve found out by now, +you were not hired to fill a specific job description. You +were hired to constantly be looking around for the most +valuable work you could be doing. At the end of a project, +you may end up well outside what you thought was your +core area of expertise. +There’s no rule book for choosing a project or task at +Valve. But it’s useful to answer questions like these: +• Of all the projects currently under way, what’s the + most valuable thing I can be working on? +• Which project will have the highest direct impact + on our customers? How much will the work I ship + benefit them? +• Is Valve not doing something that it should be doing? +• What’s interesting? What’s rewarding? What leverages + my individual strengths the most? +–9– + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +How do I find out what projects are under way? +There are lists of stuff, like current projects, but by far +the best way to find out is to ask people. Anyone, really. +When you do, you’ll find out what’s going on around the +company and your peers will also find out about you. Lots +of people at Valve want and need to know what you care +about, what you’re good at, what you’re worried about, +what you’ve got experience with, and so on. And the way +to get the word out is to start telling people all of those +things. So, while you’re getting the lay of the land by +learning about projects, you’re also broadcasting your +own status to a relevant group of people. +Got an idea for how Valve could change how we internally +broadcast project/company status? Great. Do it. In the +meantime, the chair next to anyone’s desk is always open, +so plant yourself in it often. + +S ettling in + +problem or a threat, and it’s one with a clear cost, it’s hard +not to address it immediately. +This sounds like a good thing, and it often is, but it has +some downsides that are worth keeping in mind. Specifically, if we’re not careful, these traits can cause us to race +back and forth between short-term opportunities and +threats, being responsive rather than proactive. +So our lack of a traditional structure comes with an +important responsibility. It’s up to all of us to spend effort +focusing on what we think the long-term goals of the company should be. + +Someone told me to (or not to) work on X. And +they’ve been here a long time! + +Because we all are responsible for prioritizing our own +work, and because we are conscientious and anxious to be +valuable, as individuals we tend to gravitate toward projects +that have a high, measurable, and predictable return for +the company. So when there’s a clear opportunity on the +table to succeed at a near-term business goal with a clear +return, we all want to take it. And, when we’re faced with a + +Well, the correct response to this is to keep thinking about +whether or not your colleagues are right. Broaden the +conversation. Hold on to your goals if you’re convinced +they’re correct. Check your assumptions. Pull more people +in. Listen. Don’t believe that anyone holds authority over +the decision you’re trying to make. They don’t; but they +probably have valuable experience to draw from, or information/data that you don’t have, or insight that’s new. +When considering the outcome, don’t believe that anyone +but you is the “stakeholder”. You’re it. And Valve’s customers are who you’re serving. Do what’s right for them. + +– 10 – + +– 11 – + +Short-term vs. long-term goals + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +================================================== + +There are lots of stories about how Gabe has made important decisions +by himself, e.g., hiring the whole Portal 1 team on the spot after only +half of a meeting. Although there are examples, like that one, where +this kind of decision making has been successful, it’s not the norm for +Valve. If it were, we’d be only as smart as Gabe or management types, +and they’d make our important decisions for us. Gabe is the first to say +that he can’t be right nearly often enough for us to operate that way. +His decisions and requests are subject to just as much scrutiny and +skepticism as anyone else’s. (So if he tells you to put a favorite custom +knife design into Counter-Strike, you can just say no.) +================================================== + +Whatever group you’re in, whether you’re building Steam +servers, translating support articles, or making the tenthousandth hat for Team Fortress 2, this applies to you. It’s +crucial that you believe it, so we’ll repeat it a few more +times in this book. + +What about all the things that I’m not getting done? +It’s natural in this kind of environment to constantly feel +like you’re failing because for every one task you decide +to work on, there will be dozens that aren’t getting your +attention. Trust us, this is normal. Nobody expects you +to devote time to every opportunity that comes your way. +Instead, we want you to learn how to choose the most +important work to do. + +– 12 – + +S ettling in + +How does Valve decide what to work on? +The same way we make other decisions: by waiting for +someone to decide that it’s the right thing to do, and then +letting them recruit other people to work on it with them. +We believe in each other to make these decisions, and this +faith has proven to be well-founded over and over again. +But rather than simply trusting each other to just be +smart, we also constantly test our own decisions. Whenever +we move into unknown territory, our findings defy our own +predictions far more often than we would like to admit. +We’ve found it vitally important to, whenever possible, +not operate by using assumptions, unproven theories, or +folk wisdom. +This kind of testing takes place across our business, from +game development to hiring, to selling games on Steam. +Luckily, Steam is a fantastic platform for business learning. It exists to be an entertainment/service platform for +our customers, and as such it also is a conduit for constant +communication between us and them. +Accepted truisms about sales, marketing, regionality, seasonality, the Internet, purchasing behavior, game design, +economics, and recruiting, etc., have proven wrong surprisingly often. So we have learned that when we take nearly +any action, it’s best to do so in a way that we can measure, +predict outcomes, and analyze results. + +– 13 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Recruiting can be a difficult process to instrument and +measure. Although we have always tried to be highly rational about how we hire people, we’ve found much room +for improvement in our approach over the years. We have +made significant strides toward bringing more predictability, measurement, and analysis to recruiting. A process +that many assume must be treated only as a “soft” art +because it has to do with humans, personalities, language, +and nuance, actually has ample room for a healthy dose +of science. We’re not turning the whole thing over to +robots just yet though(see “Hiring ,” on page 43). + +S ettling in + +Teams, Hours, and the Office +Cabals + +Can I be included the next time Valve is deciding X? +Yes. There’s no secret decision-making cabal. No matter +what project, you’re already invited. All you have to do is +either (1) Start working on it, or (2) Start talking to all the +people who you think might be working on it already and +find out how to best be valuable. You will be welcomed— +there is no approval process or red tape involved. Quite the +opposite—it’s your job to insert yourself wherever you think +you should be. + +Fig. 2-1 + +Cabals are really just multidisciplinary project teams. We’ve +self-organized into these largely temporary groups since +the early days of Valve. They exist to get a product or large +feature shipped. Like any other group or effort at the +company, they form organically. People decide to join the +group based on their own belief that the group’s work is +important enough for them to work on. +================================================== + +For reference, read the article on cabals by Ken Birdwell. It describes +where cabals came from and what they meant to us early on: +http://tinyurl.com/ygam86p. +================================================== + +– 14 – + +– 15 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Team leads +Often, someone will emerge as the “lead” for a project. +This person’s role is not a traditional managerial one. +Most often, they’re primarily a clearinghouse of information. They’re keeping the whole project in their head at +once so that people can use them as a resource to check +decisions against. The leads serve the team, while acting +as centers for the teams. + +Structure happens +Project teams often have an internal structure that forms +temporarily to suit the group’s needs. Although people at +Valve don’t have fixed job descriptions or limitations on +the scope of their responsibility, they can and often do +have clarity around the definition of their “job” on any +given day. They, along with their peers, effectively create a +job description that fits the group’s goals. That description +changes as requirements change, but the temporary structure provides a shared understanding of what to expect +from each other. If someone moves to a different group or +a team shifts its priorities, each person can take on a completely different role according to the new requirements. +Valve is not averse to all organizational structure—it +crops up in many forms all the time, temporarily. But +problems show up when hierarchy or codified divisions of + +S ettling in + +labor either haven’t been created by the group’s members +or when those structures persist for long periods of time. +We believe those structures inevitably begin to serve their +own needs rather than those of Valve’s customers. The +hierarchy will begin to reinforce its own structure by hiring +people who fit its shape, adding people to fill subordinate +support roles. Its members are also incented to engage in +rent-seeking behaviors that take advantage of the power +structure rather than focusing on simply delivering value +to customers. + +Hours +While people occasionally choose to push themselves to +work some extra hours at times when something big is +going out the door, for the most part working overtime for +extended periods indicates a fundamental failure in planning or communication. If this happens at Valve, it’s a sign +that something needs to be reevaluated and corrected. If +you’re looking around wondering why people aren’t in +“crunch mode,” the answer’s pretty simple. The thing we +work hardest at is hiring good people, so we want them to +stick around and have a good balance between work and +family and the rest of the important stuff in life. +If you find yourself working long hours, or just generally +feel like that balance is out of whack, be sure to raise the +(cont’d on page 19) + +– 16 – + +– 17 – + + A Timeline of Valve’s History +Fig. 2-2 + +Method to move your desk +1996 + +1997 + +1. + +2. + +3. + +4. + +Valve is formed in Kirkland, WA, +by Gabe Newell and Mike Harrington. + +Gabe promises that if HL becomes +the #1- selling game, the company +will take everyone on vacation. + +Formation papers are signed on the +same day as Gabe’s wedding. + +After internal review, HL deemed +not good enough to ship. +HL team returns to the drawing board +and essentially starts over. + +Quake engine license is acquired +from id Software. +Production commences on the game +soon to be known as Half-Life (HL). + +step 1. +step 2. +step 3. +step 4. + +Unplug cords from wall +Move your desk +Plug cords back into wall +Get back to work + +VA LV E ME THOD D IA G . 1 + +Prospero permanently shelved. + +Production commences on Valve’s +second game, Prospero. +Valve recruits and hires two game +teams, including the first international +employee from the UK. + +– 19 – + +H F N E :96:97::01 V A LV E + + 19 9 8 + +Half-Life: Day One OEM demo is released. + +Released as a demo bundled with the +Voodoo Banshee graphics card, the OEM +release circulates far beyond its original +intended audience. Valve realizes the level +of anticipation for the full game. + +Half-Life is released. +Following a certain Black Mesa Incident, +the world is never the same again. + +TeamFortress Software Pty. Ltd. is acquired. +Creators of Team Fortress (TF) join Valve and commence work +on Team Fortress Classic. +Valve’s first company vacation to Cabo San Lucas, Mexico. +# of employees: 30 +# of children: 0 + +V A LV E HF NE:9 8 ::0 2 + +1999 + +2000 + +2001 + +Valve establishes a pattern +of supporting the best +mods and occasionally +acquiring them. + +Mike Harrington amicably +dissolves his partnership +with Gabe Newell, leaving +Newell as the sole head of +Valve Corporation. + +Half-Life: Opposing Force +is released. + +Counter-Strike (CS) +is released. + +CS soon becomes the +world’s #1 premier online +action game. + +Ricochet is released. + +Half-Life: Deathmatch +Classic is released. + +Expansion pack follows +events in Black Mesa +from the viewpoint of +an invading soldier. + +Team Fortress Classic +is released. + +Robin Walker demonstrates +to the mod community how +a game can be created +quickly and easily with +Valve’s SDK. + +Half-Life: Blue Shift +is released. + +H F N E :99:00:01::03 V A LV E + + 2004 +Source engine is unveiled. + +2002 + +2003 + +Half-Life 2 (HL2) source code +is stolen. +A thief infiltrates Valve’s network to +steal and disperse the code base for +the still-in-production HL2. + +Valve outgrows its original Kirkland +office space and moves to downtown Bellevue, WA. +Steam is announced at GDC. + +Years of speculation regarding the +Borealis and Kraken Base begin… + +Steam is released. + +Half-Life 2 (HL2) is released. +The world’s first (legal) look at the Source engine, +along with the game it powers: HL2. +HL2 appears as the first game available both +through Steam and in retail locations. + + + +HL2 also becomes Valve’s +second Xbox title. + +Counter-Strike: Source (CSS) is released. +Years of work on Valve’s new Source engine +technology finally come to light. + +Valve’s Steam offers to third parties its +new suite of tools and services, which +it had originally built to service its own +games like HL and CS. + +Counter-Strike: Condition Zero +is released. +CS is released as Valve’s first Xbox title. + +Valve Anti-Cheat (VAC) is released. +In a field where rampant online cheating +ruins the experience for many customers, +Valve aggressively addresses the issue. + +V A LV E HF NE:0 2 :03::04 + +Day of Defeat is released. +A popular mod gets full Valve support, +becoming one of its stalwart products. + +Half-Life: Source is released. +The original HL gets a visual upgrade. + +H F N E :04::05 V A LV E + + 2008 +2007 +2005 + +First third-party games are +released on Steam. +A landmark in digital +distribution, Steam +gives PC developers +an alternative to retail +for their games. + +2006 + +Half-Life 2: Episode One +is released. +Valve’s first experiment in +episodic storytelling. + +2009 +LEFT 4 DEAD 2 +is released. + +Left 4 Dead is released. + +Presale numbers are +the biggest yet for a +Valve game. + +Steam ships its first downloadable +content update for indie game +The Maw. + +The Orange Box is released +with two previously-released +titles and three new products: +Steamworks is unveiled, making the +business and technical tools of the +Steam platform available to thirdparty developers free of charge. + +Steam Cloud is released, offering +seamless online storage of any file +types, including saved games, +configuration files, etc. + +Steam hits over 20 million users +and over 500 games. +Half-Life 2: Lost Coast +tech demo is released. + +Team Fortress 2 (TF2), the +long-awaited sequel to the +classic multiplayer game. + +Supported by the first +version of Valve’s popular +developer commentary. + +Half Life 2: Episode Two— +raising the bar for emotional +storytelling. +Portal—hailed worldwide as +an instant classic. + +Day of Defeat: Source +is released. +Valve hires six students +from DigiPen Institute of +Technology after seeing +their demo of the game, +Narbacular Drop. + +V A LV E HF NE:0 5 :06:0 7 ::0 6 + +Half-Life Deathmatch: +Source is released. + +Steam Community is released +with the first wave of features +designed to help friends +connect and socialize via +the Steam platform. + +TF2 gets major class updates for Medic, +Pyro, and Heavy characters. +These updates are delivered via Steam +to all TF2 customers. + +Steam hits over 25 million users +and over 1,000 games. +TF2 releases The Sniper vs Spy Update, +followed by outright WAR! +After this release, the TF2 updates  +increase rapidly: more than 280 +have shipped in total. + +TF2 ships its first hat. + +Steam reaches 15 million +active users, playing over +200 games. + +H F N E :08:09::07 V A LV E + + S ettling in + +issue with whomever you feel would help. Dina loves to force +people to take vacations, so you can make her your first stop. + +The office +2010 + +2011 + +2012 + +Portal 2 debuts on multiple +platforms to critical acclaim. + +Valve’s 44th international hire +clears immigration—this time +from Germany. + +Dota 2 premieres at +Gamescom in Cologne, +Germany, with the +first annual Dota 2 +championship. + +In 2012, Valve heads to the +Big Island of Hawaii for its +10th company vacation. +# of employees: 293 +# of children: 185 + +Valve moves to a more +expansive location in +Bellevue, WA. +Valve announces that +Steam and Source will be +available for Macintosh. + +Valve announces Portal 2 +is launching in 2011. + +Sometimes things around the office can seem a little too +good to be true. If you find yourself walking down the +hall one morning with a bowl of fresh fruit and Stumptown-roasted espresso, dropping off your laundry to be +washed, and heading into one of the massage rooms, don’t +freak out. All these things are here for you to actually use. +And don’t worry that somebody’s going to judge you for +taking advantage of it—relax! And if you stop on the way +back from your massage to play darts or work out in the +Valve gym or whatever, it’s not a sign that this place is going +to come crumbling down like some 1999-era dot-com startup. If we ever institute caviar-catered lunches, though, then +maybe something’s wrong. Definitely panic if there’s caviar. + +Q1: New employee handbook +rolls off press. + +Valve begins development +of Dota 2. +What’s next? You tell us… + +V A LV E HF NE:10:1 1 :12::08 + +– 19 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +S ettling in + +Risks +What if I screw up? +Nobody has ever been fired at Valve for making a mistake. +It wouldn’t make sense for us to operate that way. Providing +the freedom to fail is an important trait of the company— +we couldn’t expect so much of individuals if we also penalized people for errors. Even expensive mistakes, or ones +which result in a very public failure, are genuinely looked at +as opportunities to learn. We can always repair the mistake +or make up for it. +Screwing up is a great way to find out that your assumptions were wrong or that your model of the world was a +little bit off. As long as you update your model and move +forward with a better picture, you’re doing it right. Look +for ways to test your beliefs. Never be afraid to run an experiment or to collect more data. +It helps to make predictions and anticipate nasty outcomes. Ask yourself “what would I expect to see if I’m +right?” Ask yourself “what would I expect to see if I’m +wrong?” Then ask yourself “what do I see?” If something +totally unexpected happens, try to figure out why. +There are still some bad ways to fail. Repeating the same +mistake over and over is one. Not listening to customers or +peers before or after a failure is another. Never ignore the +evidence; particularly when it says you’re wrong. +– 20 – + +Fig. 2-3 + +– 21 – + + S ettling in + +Fig. 2-4 + +Methods to find out what’s going on + +1. + +But what if we ALL screw up? + +2. + +Fig. 2-5 + +3. + +step 1. +step 2. +step 3. +step 4. + +4. + +Talk to someone in a meeting +Talk to someone in the elevator +Talk to someone in the kitchen +Talk to someone in the bathroom + +VA LV E ME THOD D IA G . 2 + +So if every employee is autonomously making his or +her own decisions, how is that not chaos? How does +Valve make sure that the company is heading in the +right direction? When everyone is sharing the steering +wheel, it seems natural to fear that one of us is going +to veer Valve’s car off the road. +Over time, we have learned that our collective ability +to meet challenges, take advantage of opportunity, and +respond to threats is far greater when the responsibility +for doing so is distributed as widely as possible. Namely, +to every individual at the company. +We are all stewards of our long-term relationship with +our customers. They watch us, sometimes very publicly, + +– 23 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +make mistakes. Sometimes they get angry with us. But +because we always have their best interests at heart, there’s +faith that we’re going to make things better, and that if +we’ve screwed up today, it wasn’t because we were trying +to take advantage of anyone. + +3 +How Am I Doing? + +– 24 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEES + +Your Peers and Your Performance +We have two formalized methods of evaluating each other: +peer reviews and stack ranking. Peer reviews are done in +order to give each other useful feedback on how to best +grow as individual contributors. Stack ranking is done +primarily as a method of adjusting compensation. Both +processes are driven by information gathered from each +other—your peers. + +Peer reviews +We all need feedback about our performance—in order +to improve, and in order to know we’re not failing. Once +a year we all give each other feedback about our work. +Outside of these formalized peer reviews, the expectation +is that we’ll just pull feedback from those around us whenever we need to. +There is a framework for how we give this feedback to +each other. A set of people (the set changes each time) +interviews everyone in the whole company, asking who +each person has worked with since the last round of peer +reviews and how the experience of working with each +person was. The purpose of the feedback is to provide +people with information that will help them grow. That +means that the best quality feedback is directive and + +– 26 – + +H ow am I doing ? + +prescriptive, and designed to be put to use by the person +you’re talking about. +The feedback is then gathered, collated, anonymized, +and delivered to each reviewee. Making the feedback +anonymous definitely has pros and cons, but we think it’s +the best way to get the most useful information to each +person. There’s no reason to keep your feedback about +someone to yourself until peer review time if you’d like to +deliver it sooner. In fact, it’s much better if you do so often, +and outside the constraints of official peer reviews. +When delivering peer review feedback, it’s useful to keep +in mind the same categories used in stack ranking because +they concretely measure how valuable we think someone is. + +Stack ranking (and compensation) +The other evaluation we do annually is to rank each other +against our peers. Unlike peer reviews, which generate +information for each individual, stack ranking is done in +order to gain insight into who’s providing the most value at +the company and to thereby adjust each person’s compensation to be commensurate with his or her actual value. +Valve pays people very well compared to industry norms. +Our profitability per employee is higher than that of +Google or Amazon or Microsoft, and we believe strongly +that the right thing to do in that case is to put a maximum + +– 27 – + + H ow am I doing ? + +Fig. 3-1 + +Method to working without a boss + +1. + +2. + +3. + +4. + +amount of money back into each employee’s pocket. Valve +does not win if you’re paid less than the value you create. +And people who work here ultimately don’t win if they get +paid more than the value they create. +So Valve’s goal is to get your compensation to be “correct.” We tend to be very flexible when new employees are +joining the company, listening to their salary requirements +and doing what we can for them. Over time, compensation +gets adjusted to fit an employee’s internal peer-driven valuation. That’s what we mean by “correct”—paying someone +what they’re worth (as best we can tell using the opinions +of peers). +================================================== + +If you think your compensation isn’t right for the work you do, then +you should raise the issue. At Valve, these conversations are surprisingly +easy and straightforward. Adjustments to compensation usually occur +within the process described here. But talking about it is always the +right thing if there’s any issue. Fretting about your level of compensation without any outside information about how it got set is expensive +for you and for Valve. +================================================== + +step 1. +step 2. +step 3. +step 4. + +Come up with a bright idea +Tell a coworker about it +Work on it together +Ship it! + +VA LV E ME THOD D IA G . 3 + +The removal of bias is of the utmost importance to Valve in +this process. We believe that our peers are the best judges +of our value as individuals. Our flat structure eliminates +some of the bias that would be present in a peer-ranking +system elsewhere. The design of our stack-ranking process +is meant to eliminate as much as possible of the remainder. +– 29 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Each project/product group is asked to rank its own +members. (People are not asked to rank themselves, so we +split groups into parts, and then each part ranks people +other than themselves.) The ranking itself is based on the +following four metrics: +1. Skill Level/Technical Ability +How difficult and valuable are the kinds of problems +you solve? How important/critical of a problem can you +be given? Are you uniquely capable (in the company? +industry?) of solving a certain class of problem, delivering a certain type of art asset, contributing to design, +writing, or music, etc.? +2. Productivity/Output +How much shippable (not necessarily shipped to outside +customers), valuable, finished work did you get done? +Working a lot of hours is generally not related to productivity and, after a certain point, indicates inefficiency. +It is more valuable if you are able to maintain a sensible +work/life balance and use your time in the office efficiently, rather than working around the clock. + +– 30 – + +Fig. 3-2 + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +H ow am I doing ? + +3. Group Contribution +How much do you contribute to studio process, hiring, +integrating people into the team, improving workflow, +amplifying your colleagues, or writing tools used by +others? Generally, being a group contributor means +that you are making a tradeoff versus an individual +contribution. Stepping up and acting in a leadership +role can be good for your group contribution score, +but being a leader does not impart or guarantee a +higher stack rank. It is just a role that people adopt +from time to time. + +By choosing these categories and basing the stack ranking +on them, the company is explicitly stating, “This is what +is valuable.” We think that these categories offer a broad +range of ways you can contribute value to the company. +Once the intra-group ranking is done, the information +gets pooled to be company-wide. We won’t go into that +methodology here. There is a wiki page about peer feedback +and stack ranking with some more detail on each process. + +4. Product Contribution +How much do you contribute at a larger scope than your +core skill? How much of your work matters to the product? How much did you influence correct prioritization +of work or resource trade-offs by others? Are you good +at predicting how customers are going to react to decisions we’re making? Things like being a good playtester +or bug finder during the shipping cycle would fall into +this category. + +– 32 – + +– 33 – + + Fig. 3-3 + +Method to taking the company trip + +1. + +2. + +3. + +4. + +4 +Choose Your +Own Adventure + +step 1. +step 2. +step 3. +step 4. + +Find someone to watch your cats +Board our chartered flight +Relax by the pool +Relax by the pool some more + +VA LV E ME THOD D IA G . 4 + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Your First Six Months +You’ve solved the nuts-and-bolts issues. Now you’re moving +beyond wanting to just be productive day to day­—you’re +ready to help shape your future, and Valve’s. Your own +professional development and Valve’s growth are both now +under your control. Here are some thoughts on steering +both toward success. + +Roles + +CH O O S E Y O U R O W N ADV E N TU RE + +who interact with others outside the company call themselves by various titles because doing so makes it easier to +get their jobs done. +Inside the company, though, we all take on the role that +suits the work in front of us. Everyone is a designer. Everyone can question each other’s work. Anyone can recruit +someone onto his or her project. Everyone has to function +as a “strategist,” which really means figuring out how to do +what’s right for our customers. We all engage in analysis, +measurement, predictions, evaluations. +One outward expression of these ideals is the list of +credits that we put in our games—it’s simply a long list of +names, sorted alphabetically. That’s it. This was intentional +when we shipped Half-Life, and we’re proud to continue +the tradition today. + +Advancement vs. growth + +Fig. 4-1 + +By now it’s obvious that roles at Valve are fluid. Traditionally at Valve, nobody has an actual title. This is by design, to +remove organizational constraints. Instead we have things +we call ourselves, for convenience. In particular, people + +– 36 – + +Because Valve doesn’t have a traditional hierarchical +structure, it can be confusing to figure out how Valve fits +into your career plans. “Before Valve, I was an assistant +technical second animation director in Hollywood. I had +planned to be a director in five years. How am I supposed +to keep moving forward here?” +Working at Valve provides an opportunity for extremely +efficient and, in many cases, very accelerated, career + +– 37 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +growth. In particular, it provides an opportunity to broaden +one’s skill set well outside of the narrow constraints that +careers can have at most other companies. +So the “growth ladder” is tailored to you. It operates +exactly as fast as you can manage to grow. You’re in charge + +CH O O S E Y O U R O W N ADV E N TU RE + +Most people who fit well at Valve will be betterpositioned after their time spent here than they could +have been if they’d spent their time pretty much +anywhere else. + +Putting more tools in your toolbox +The most successful people at Valve are both (1) highly +skilled at a broad set of things and (2) world-class experts +within a more narrow discipline. (See “T-shaped” people on +page 46.) Because of the talent diversity here at Valve, it’s +often easier to become stronger at things that aren’t your +core skill set. + +Engineers: code is only the beginning + +Fig. 4-2 + +of your track, and you can elicit help with it anytime from +those around you. F Y I , we usually don’t do any formalized +employee “development” (course work, mentor assignment), because for senior people it’s mostly not effective. +We believe that high-performance people are generally +self-improving. + +– 38 – + +If you were hired as a software engineer, you’re now surrounded by a multidisciplinary group of experts in all kinds +of fields—creative, legal, financial, even psychological. +Many of these people are probably sitting in the same room +as you every day, so the opportunities for learning are huge. +Take advantage of this fact whenever possible: the more +you can learn about the mechanics, vocabulary, and analysis +within other disciplines, the more valuable you become. + +Non-Engineers: program or be programmed +Valve’s core competency is making software. Obviously, + +– 39 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEES + +different disciplines are part of making our products, but +we’re still an engineering-centric company. That’s +because the core of the software-building process is +engineering. As in, writing code. If your expertise is +not in writing code, then every bit of energy you put +into understanding the code-writing part of making +software is to your (and Valve’s) benefit. You don’t +need to become an engineer, and there’s nothing +that says an engineer is more valuable than you. But +broadening your awareness in a highly technical +direction is never a bad thing. It’ll either increase +the quality or quantity of bits you can put “into boxes,” +which means affecting customers more, which means +you’re valuable. + +5 +Valve Is Growing + +– 40 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Your Most Important Role +Concepts discussed in this book sound like they might work +well at a tiny start-up, but not at a hundreds-of-people-plusbillions-in-revenue company. The big question is: Does all +this stuff scale? +Well, so far, yes. And we believe that if we’re careful, it +will work better and better the larger we get. This might +seem counterintuitive, but it’s a direct consequence of +hiring great, accomplished, capable people. Getting this +to work right is a tricky proposition, though, and depends +highly on our continued vigilance in recruiting/hiring. +If we start adding people to the company who aren’t as +capable as we are at operating as high-powered, selfdirected, senior decision makers, then lots of the stuff +discussed in this book will stop working. +One thing that’s changing as we grow is that we’re not +great at disseminating information to everyone anymore +(see “What is Valve not good at?,” on page 52). +On the positive side, our profitability per employee is +going up, so by that measure, we’re certainly scaling correctly. +Our rate of hiring growth hovered between 10 and 15 +percent per year, for years. In 2010, we sped up, but only to +about 20 percent per year. 2011 kept up this new pace, +largely due to a wave of hiring in Support. + +– 42 – + +Valve is growing + +We do not have a growth goal. We intend to continue +hiring the best people as fast as we can, and to continue +scaling up our business as fast as we can, given our existing +staff. Fortunately, we don’t have to make growth decisions +based on any external pressures—only our own business +goals. And we’re always free to temper those goals with the +long-term vision for our success as a company. Ultimately, +we win by keeping the hiring bar very high. + +Hiring + +Fig. 5-1 + +– 43 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Valve is growing + +Hiring well is the most important thing in the universe. +Nothing else comes close. It’s more important than breathing. So when you’re working on hiring—participating in +an interview loop or innovating in the general area of +recruiting—everything else you could be doing is stupid +and should be ignored! +When you’re new to Valve, it’s super valuable to start +being involved in the interview process. Ride shotgun with +people who’ve been doing it a long time. In some ways, our +interview process is similar to those of other companies, +but we have our own take on the process that requires +practice to learn. We won’t go into all the nuts and bolts in +this book—ask others for details, and start being included +in interview loops. + +adding a great person can create value across the whole +company. Missing out on hiring that great person is likely +the most expensive kind of mistake we can make. +Usually, it’s immediately obvious whether or not we’ve +done a great job hiring someone. However, we don’t have +the usual checks and balances that come with having +managers, so occasionally it can take a while to understand +whether a new person is fitting in. This is one downside of +the organic design of the company—a poor hiring decision +can cause lots of damage, and can sometimes go unchecked +for too long. Ultimately, people who cause damage always +get weeded out, but the harm they do can still be significant. + +Why is hiring well so important at Valve? +At Valve, adding individuals to the organization can influence our success far more than it does at other companies +—either in a positive or negative direction. Since there’s +no organizational compartmentalization of people here, +================================================== + +Bring your friends. One of the most valuable things you can do as a +new employee is tell us who else you think we should hire. Assuming +that you agree with us that Valve is the best place to work on Earth, +then tell us about who the best people are on Earth, so we can bring +them here. If you don’t agree yet, then wait six months and ask +yourself this question again. + +How do we choose the right people to hire? +An exhaustive how-to on hiring would be a handbook of +its own. Probably one worth writing. It’d be tough for us to +capture because we feel like we’re constantly learning really +important things about how we hire people. In the meantime, here are some questions we always ask ourselves when +evaluating candidates: +• Would I want this person to be my boss? +• Would I learn a significant amount from him or her? +• What if this person went to work for our competition? +Across the board, we value highly collaborative people. +That means people who are skilled in all the things that are + +================================================== +– 44 – + +– 45 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +integral to high-bandwidth collaboration—people who can +deconstruct problems on the fly, and talk to others as they +do so, simultaneously being inventive, iterative, creative, +talkative, and reactive. These things actually matter far more +than deep domain-specific knowledge or highly developed +skills in narrow areas. This is why we’ll often pass on candidates who, narrowly defined, are the “best” at their chosen +discipline. +Of course it’s not quite enough to say that a candidate +should collaborate well—we also refer to the same four +metrics that we rely on when evaluating each other to evaluate potential employees (See “Stack ranking,” on page 27). + +Valve is growing + +Fig. 5-2 + +We value “T-shaped” people. +That is, people who are both generalists (highly skilled at +a broad set of valuable things—the top of the T) and also +experts (among the best in their field within a narrow discipline—the vertical leg of the T). +This recipe is important for success at Valve. We often +have to pass on people who are very strong generalists without expertise, or vice versa. An expert who is too narrow has +difficulty collaborating. A generalist who doesn’t go deep +enough in a single area ends up on the margins, not really +contributing as an individual. + +We’re looking for people stronger than ourselves. +When unchecked, people have a tendency to hire others +who are lower-powered than themselves. The questions +listed above are designed to help ensure that we don’t +start hiring people who are useful but not as powerful +as we are. We should hire people more capable than +ourselves, not less. +In some ways, hiring lower-powered people is a natural +response to having so much work to get done. In these +conditions, hiring someone who is at least capable seems +(in the short term) to be smarter than not hiring anyone at +all. But that’s actually a huge mistake. We can always bring + +– 46 – + +– 47 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEES + +on temporary/contract help to get us through tough spots, +but we should never lower the hiring bar. The other reason +people start to hire “downhill” is a political one. At most +organizations, it’s beneficial to have an army of people +doing your bidding. At Valve, though, it’s not. You’d +damage the company and saddle yourself with a broken +organization. Good times! +Hiring is fundamentally the same across all disciplines. +There are not different sets of rules or criteria for engineers, artists, animators, and accountants. Some details are +different—like, artists and writers show us some of their +work before coming in for an interview. But the actual +interview process is fundamentally the same no matter who +we’re talking to. +“With the bar this high, would I be hired today?” That’s +a good question. The answer might be no, but that’s actually awesome for us, and we should all celebrate if it’s true +because it means we’re growing correctly. As long as you’re +continuing to be valuable and having fun, it’s a moot +point, really. + +– 48 – + +Valve is growing + +================================================== + +Q: If all this stuff has worked well for us, why doesn’t every company +work this way? +A: Well, it’s really hard. Mainly because, from day one, it requires a +commitment to hiring in a way that’s very different from the way most +companies hire. It also requires the discipline to make the design of +the company more important than any one short-term business goal. +And it requires a great deal of freedom from outside pressure—being +self-funded was key. And having a founder who was confident enough +to build this kind of place is rare, indeed. +Another reason that it’s hard to run a company this way is that it +requires vigilance. It’s a one-way trip if the core values change, and +maintaining them requires the full commitment of everyone— +especially those who’ve been here the longest. For “senior” people +at most companies, accumulating more power and/or money over +time happens by adopting a more hierarchical culture. +================================================== + +– 49 – + + 6 +Epilogue + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +What Is Valve Not Good At? +The design of the company has some downsides. We usually think they’re worth the cost, but it’s worth noting that +there are a number of things we wish we were better at: +• Helping new people find their way. We wrote this + book to help, but as we said above, a book can only + go so far. +• Mentoring people. Not just helping new people figure + things out, but proactively helping people to grow + in areas where they need help is something we’re + organizationally not great at. Peer reviews help, but + they can only go so far. +• Disseminating information internally. +• Finding and hiring people in completely new + disciplines (e.g., economists! industrial designers!). +• Making predictions longer than a few months out. +• We miss out on hiring talented people who prefer to + work within a more traditional structure. Again, this + comes with the territory and isn’t something we should + change, but it’s worth recognizing as a self-imposed + limitation. + +– 52 – + +E pilogue + +What Happens When All This Stuff +Doesn’t Work? +Sometimes, the philosophy and methods outlined in this +book don’t match perfectly with how things are going day +to day. But we’re confident that even when problems persist +for a while, Valve roots them out. +As you see it, are there areas of the company in which +the ideals in this book are realized more fully than others? +What should we do about that? Are those differences a +good thing? What would you change? This handbook +describes the goals we believe in. If you find yourself in +a group or project that you feel isn’t meeting these goals, +be an agent of change. Help bring the group around. +Talk about these goals with the team and/or others. + +– 53 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Where Will You Take Us? +Valve will be a different company a few years from now +because you are going to change it for the better. We can’t +wait to see where you take us. The products, features, and +experiences that you decide to create for customers are +the things that will define us. +Whether it’s a new game, a feature in Steam, a way to +save customers money, a painting that teaches us what’s +beautiful, something that protects us from legal threats, +a new typeface, an idea for how to be healthier while we +work, a new hat-making tool for TF2, a spectacular animation, a new kind of test that lets us be smarter, a game +controller that can tell whether you’re scared or a toy that +makes four-year-olds laugh, or (more likely) something +nobody’s thought of yet—we can’t wait to see what kind +of future you choose to build at Valve. + +Glossary +Jargon. Lingo. Code words. +14-Year-Old Boy—If you see one running your project, don’t worry. That’s +actually 57-year-old Josh Weier (see Josh Weier). If you have any extra stem +cells, give them to him! He bathes in them daily. +Australia—A place that’s either very near or is New Zealand where more +than half of Valve’s employees were born. +City of Seattle—Where Valve’s founders promised we’d locate our office +before pulling a massive bait and switch to the Eastside (see also Greg Coomer). +Coffee Machine, Right-hand Dispenser—The dispenser in all coffee +machines at Valve that holds the decaffeinated coffee beans. To the best of +our knowledge, these have never needed to be refilled. For all we know, the +beans are decorative plastic. +Company Vacation—Every year, the company gathers all the employees and +our families, flies us somewhere tropical, and gives us a free weeklong +vacation. Popular pastimes include beard contests, snorkeling, ice cream +socials, jet skiing, or just sitting on the beach chatting with the locals about +how many googly-eyed seashells you should buy from them. (Your feeling: +none. Their counteroffer: Just buy five then.) +Empty Shelf on Fifth Floor—Place we’re planning on putting all those +awards for Ricochet once the gaming world finally catches up with it. +Fishbowl—The conference room by the lunchroom. The one with a big +glass wall. Don’t let the name throw you—we don’t actually use it as a +fishbowl! Except, of course, on Fishbowl Fridays, where we fill it up with ten +thousand gallons of putrid saltwater so that all the manta rays and sharks +will have something to breathe while they fight to the death. You won’t see +it in your list of benefits, not because it isn’t fun, but because it is illegal. +Freight Elevator—(See “Method to move your desk,” on page 18.) +Gabe Newell—Of all the people at this company who aren’t your boss, +Gabe is the MOST not your boss, if you get what we’re saying. + +– 54 – + +– 55 – + + VALVE: H ANDBO O K FO R NEW EMP LO YEEs + +Greg Coomer—The only person who cares or remembers that somebody +once might have said we’d move to Seattle. +Knives—That which one can never own enough of. A vast collection of +them is in no way a Freudian compensation. +Manager—The kind of people we don’t have any of. So if you see one, tell +somebody, because it’s probably the ghost of whoever was in this building +before us. Whatever you do, don’t let him give you a presentation on +paradigms in spectral proactivity. +Mann Co.—Maker of square, unsafe products for men that occasionally +catch on fire, and more occasionally, work as advertised. Owned and +operated by Saxton Hale (see Australia). +Parking Garage Elevators—Autonomous hostage-taking devices with a will +of their own. Beware. +Playtesting—What we do early and often. And loudly, if Karen is the tester. +Ponies—The animals most beloved by those away from their computers, +and most despised by people who prefer to hear jokes just once. +Scorpions, Poison, Queen—Repeated exposure to our bathrooms’ Pavlovian rock block soundtrack will ensure that you’ll never be able to relieve +yourself again unless someone hums “Rock You like a Hurricane.” +Shitty Wizard—Person responsible for all Dota 2 bugs. Aka Finol. +Talk Alias—Marc Laidlaw’s internal blog. +(Un)weighted Companion Pillow—The thing Erik Wolpaw carries around +with him and covers his mouth with after others have sat on it. +Valve Activities—You will learn to love blacksmithing. +Josh Weier—Variously pronounced “Josh Weere,” “Josh Wire,” “Josh +Woe-Rue,” “Josh wuhh…[trailing off],” and “Josh Joshington” by those of us +who stopped caring. They’re all equally valid! +WFH—Working From Home. What to do if a single snowflake falls out of +the sky. + +– 56 – + + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/branding.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/branding.md new file mode 100644 index 0000000..20348f8 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/branding.md @@ -0,0 +1,281 @@ +--- +title: Branding +sidebar: Handbook +showTitle: true +--- + +
+ +> **Note:** This page currently refers only to this website (posthog.com). It will later be updated to also include information about app.posthog.com following the rebrand. + +## Resources + +#### Figma: PostHog Branding + +Refer to this [Figma Project](https://www.figma.com/file/8iM3Damgbl4PyHq6x8JJbu/PostHog-Branding?node-id=1%3A661) for a comprehensive overview of our colors, fonts, logos, and related resources. + +#### Logos + +To get access to our various logo formats, check out our [Media page](/media). + +
+ +## Colors + +Our three main colours are Blue, Orange, and Yellow. + + +##### ■ Blue: #1D4AFF + +##### ■ Orange: #F54E00 + +##### ■ Yellow: #F9BD2B + +
+ +Accompanying these colours are Black and White, as well as a Dark Navy. Navy was introduced to tone down the blue against the yellow and orange, and provides a vintage feel to the page. + +##### ■ Black: #000000 + +##### □ White: #FFFFFF + +##### ■ Dark Navy: #35416B + +
+ +If possible, all artwork is to be made with these colours, as well as typography and social media images. + + +## Text + +# H1 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 64px +* Line Height: 100 +* Color: Black +* Opacity: 100% + +## H2 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 48px +* Line Height: 70 +* Color: Black +* Opacity: 100% + +### H3 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 36px +* Line Height: 60 +* Color: Black +* Opacity: 100% + +#### H4 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 30px +* Line Height: 50 +* Color: Black +* Opacity: 100% + +##### H5 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 20px +* Line Height: 35 +* Color: Black +* Opacity: 100% + +###### H6 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 18px +* Line Height: 30 +* Color: Black +* Opacity: 100% + +#### Normal Text + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 16px +* Line Height: 25 +* Color: Black +* Opacity: 100% + +#### Small Text + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 16px +* Line Height: 20 +* Color: Black +* Opacity: 30% + +#### Note + +If the text is secondary and you think it is less important feel free to put the opacity down to 60%. This will turn it to a dark gray color. This way, the user's eyes are brought to the darker text first and will read the lighter text if they need to. + +The color of text should always be black - with the occasional lowered opacity to 60% when necessary. + +## Numbers + +For numbers you have two options, the first being *statement* and the second being *subtle*. + +#### Statement Numbers + +Statement numbers tend to be used on the landing page or pages where the product is being explained. Usually accompanied by visuals and a small amount of text. + +**Specifications** + +Statement No. Gosha Sans, bold, size 64px, colour - Blue (#1D4AFF), Orange (#F54E00), Yellow (#F9BD2B) alternating, opacity 100%. + +#### Subtle Numbers + +Subtle numbers are seen within docs and blogs, usually employed to give instructions or list things. + +**Specifications** + +Subtle No. Helvetica Neue, regular, size 20px, colour Yellow (#F9BD2B), opacity 100% + +## Layout + +When creating layouts on Figma, always start with the 'Desktop' Frame (1440 W x 1024 H). + +Then create a grid with the following specifications: +- Rows: 14 | Stretch | Gutter: 10 | Color: 2% +- Columns: 24 | Stretch | Gutter: 10 | Color: 2% + +This will give you the basis of PostHog's visual structure. + +## Logos + +The logo consists of both a symbol and type next to each other, but they can be used separately if need be. It is advisable for the website and product to keep the logo elements together. However, this isn't as important for other instances like swag or social media posts. + +When putting the logo over color, type and symbol should all be white. Copies of this are available on the branding page on [Figma](https://www.figma.com/file/8iM3Damgbl4PyHq6x8JJbu/PostHog-Branding?node-id=1%3A661) for you to copy or download. If for whatever reason you need to make the logo all black, that is also fine, but only with a grey or white background. + +## Icons + +Under any H2 text there should be a divider. The divider helps separate the subtitle from the body text underneath. This icon is a long, thin rectangle with rounded edges. + +**Dimensions:** 120 x 10px with a 10 corner radius. + +On the landing page the dividers alternate between the three PostHog colours, Blue (#1D4AFF), Orange (#F54E00) and Yellow (#F9BD2B). However, on any other pages they are always Orange (#F54E00). + +These dividers should be 35px below H2 text, and any body copy text below should be 35px from the divider. + +## Background Textures and Color + +To stop the website from looking dull we have employed the use of color and texture to give it some depth. + +The three main colors are Orange (#F54E00) and Yellow (#F9BD2B), with a bit of Navy (#35416B). + +Color blocks can be any size, but they must not fill more than one third of the screen. They must have a curved radius of 100 and usually have illustrations or icons over the top. + +On top of the color blocks (or on its own) you could also use the halftone grey panel on opacity 20%. This gives the page some texture without distracting the USER from the text. + +## Menus and Sidebars + +Most of the menus on PostHog will be in tones of grey with pops of color for clicked pages. The most common menu featured on the bottom of the website page holds 5 sections for users to navigate the website. This menu is Mid Grey (#BEBEBE), and its size is 315px in height, while occupying the entire length of the screen in width. + +Within the block are the 5 categories: Why PostHog, Resources, Community, Support, Company. + +This uses 'Extra Large Text', as defined in the 'Fonts' section. + +Underneath these 5 categories are the sub sections, which use 'Normal Text', as defined in the 'Fonts' section. + +Side Menus, found on pages such as Docs, are to be a Light Grey (#F0F0F0) and 430px wide. The text and dropdown options should be fixed so that even when reading the consumer can still have quick access to other areas within the site. + +The text in this sidebar should be Extra Large Text. The arrows that accompany the categories will be in Figma - they are a simple vector and the stroke needs to be 2. + +When you click on a dropdown menu, the text and arrow turn Blue (#1D4AFF) to indicate that they have been clicked. The subcategories text should be Normal Text. When a subcategory is clicked this should also turn Blue, along with the Category text and arrow. + +The last menu is the navigation menu that can be found in Docs. This uses Small Text. + +Alongside the text on the left is a line with a small circle to indicate the part of the document you are in. Like the text, the line is black with an opacity of 30%. The stroke is 3, while the circle is 12x12px (white fill) with an inside stroke of 3 (orange). + +Depending on what section of the text you are reading, the text will turn orange and the circle will be aligned with that selected text. + +## Mobile Content + +When transforming any desktop page to mobile please use the iPhone 8 frame on Figma. + +### Headers + +The header consists of the logo (206 W x 40.13 H) centered, a menu bar (36 W x 32 H) and a grey background (375 W x 110 H) in colour #F0F0F0. On the landing page the header is different, but generally the header should be consistent. The landing page header consists of the logo, (206 W x 40.13 H) centred, a menu bar (375 W x 390 H) in grey (#EDEDED) with halftone dots (This image can be found on the Figma file) (375 W x 390 H) laid over the top at 20% passthrough. This gives a subtle halftone effect. + +### Text + +#### H1 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 18px +* Line Height: 30 +* Color: Black +* Opacity: 100% + +#### H2 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 14px +* Line Height: 20 +* Color: Black +* Opacity: 100% + +#### H3 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 12px +* Line Height: 20 +* Color: Black +* Opacity: 100% + +#### H4 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 10px +* Line Height: 20 +* Color: Black +* Opacity: 100% + +### Numbers + +Follows the same principles as the Desktop format, using Statement and Subtle numbers. + +**Statement Numbers** + +Gosha Sans | Regular | Size 20 | Line Height 20 | Color: Yellow, Orange, or Blue | Opacity: 100% + +**Subtle Numbers** + +Helvetica Neue | Bold | Size 14 | Line Height 20 | Color: Yellow | Opacity: 100% + +## Shapes and Dividers + +Curved rectangle backgrounds, size (203 W x 170 H), with a curved radius of 20, in either Yellow (#F9BD2B), Orange (#F96132), or Navy (#35416B). These can be overlaid with halftone dots, at 20% pass through. + +Dividers on the mobile format are similar to the desktop version but smaller (70 W x 7 H) and generally orange (#F96132), except for the landing page where they alternate between the three PostHog colours. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/communication.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/communication.md new file mode 100644 index 0000000..3d81f44 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/communication.md @@ -0,0 +1,176 @@ +--- +title: Communication +sidebar: Handbook +showTitle: true +--- + +## Introduction + +With team members across several countries, it's important for us to practice clear communication in ways that help us stay connected and work more efficiently. + +To accomplish this, we use **asynchronous communication as a starting point** and stay as open and transparent as we can by communicating on GitHub through public issues and pull requests, as well as in our PostHog User and internal Slack. + +## Our Communication Values + +1. **Assume Positive Intent.** Always coming from a position of positivity and grace. +1. **Form An Opinion.** We live in different locations and often have very different perspectives. We want to know your thoughts, opinions, and feelings on things. +1. **Feedback is Essential.** Help everyone up their game in a direct but constructive way. + +## Golden rules + +1. Use **asynchronous communication** when possible: pull requests (preferred) or issues. Announcements happen on the appropriate Slack channels and [people should be able to do their work without getting interrupted by chat](https://m.signalvnoise.com/is-group-chat-making-you-sweat-744659addf7d#.21t7089jk). +1. Discussion in GitHub issues or pull requests is preferred over everything else. If you need a response urgently, you can Slack someone with a link to your comment on an issue or pull request, asking them to respond there. However, be aware that they still may not see it straight away (and that's OK in our book). +1. You are not expected to be available all the time. There is **no** expectation to respond to messages outside of your planned working hours. +1. It is 100% OK to ask as many questions as you have - please ask in public channels! If someone sends you a handbook link, that means they are proud that we have the answer documented - they don't mean that you should have found that yourself or that this is the complete answer. If the answer to a question isn't documented yet please immediately make a pull request to add it to the handbook in a place you have looked for it. +1. When someone asks for something, reply back with a deadline or by noting that you already did it. Answers like: 'will do', 'OK', or 'it is on my todo list' are not helpful. If it is small task for you but will unblock someone else, consider spending a few minutes to do the task so the other person can move forward. +1. By default, avoid creating private groups for internal discussions. + +## Public by default + +We make things public by default because [transparency](/handbook/company/culture#transparency) is core to our culture. The kinds of information we share falls into one of three buckets: + +- _Public_ - most things, including our product, roadmap, handbook and strategy. +- _Shared internally_ - almost everything else, such as financial performance, security, fundraising and recruitment. +- _Private internally_ - personal team information, i.e. compensation, disciplinary issues. + +Information that is not publicly shared is in areas with complex signals that can impact our ability to sell, raise money or are inappropriate to share more widely for personal privacy reasons. + + +We have two repos to centralize and document all internal communication. These are the source of truth for any internal information, and anything that should be written down (as established in these guidelines) should live here, not on Slack. This will make it easier when having to search for older stuff, sharing context between public and internal repos, and for newcomers to have all information they might need readily available. + +### Company Internal +Repository can be found in https://github.com/PostHog/company-internal + +Documents any company-wide internal information, in addition to any information related to People, Ops, Legal & Compliance, Finance or Strategy. + +**Examples of information that should go here:** +- ✅ Hiring plans and discussions before we post a job ad +- ✅ People discussions, e.g. benefits, pensions, share options, org structure +- ✅ Onboarding/offboarding checklists +- ✅ Non-engineering team sprint planning +- ✅ Sensitive discussions around future positioning, customer strategy, fundraising, board meetings + +**Examples of information that should NOT go here:** +- ❌ Any information that should be public (see guidelines on [public by default](http://localhost:8000/handbook/company/communication#public-by-default)), this should go in the public repositories (`posthog`, `posthog.com`, ...). +- ❌ Bug reports, security issues, or any other engineering-related discussions. These should go in the [Product Internal](#product-internal) repo. +- ❌ Billing issues, product or growth discussions. These should go in the [Product Internal](#product-internal) repo. + + +### Product Internal +Repository can be found in https://github.com/PostHog/product-internal + +Contains internal information related to the PostHog product. Documents any non-public information (as established in these guidelines) that specifically relates to engineering, product, growth or design. + +This repository was introduced to aid maintenance and day-to-day usage of internal repositories. Having these discussions together with the company-wide information proved unwieldly. More context on [this decision](https://github.com/PostHog/company-internal/issues/262). + +
+Please be sure to read the README of the repo for guidelines on how to file specific issues. +
+ + +**Examples of information that should go here:** +- ✅ Vulnerabilities (security bugs) reports +- ✅ Bug reports where most of the context of the report depends on customer's PII. *Some bug reports require screenshots, recordings, or some other information that contains PII and as such can't be public.* +- ✅ Post-mortems on outages, or other issues affecting a large portion of customers. The results of these should usually be made public though. +- ✅ Documentation of internal infrastructure, where if it was public knowledge could provide valuable information to an attacker. +- ✅ Experiment (A/B testing) results. +- ✅ Product or growth strategy discussions (unless they should be public). +- ✅ Interview exercises or questions for engineering, product, growth or design tasks that should not be public. +- ✅ Documentation of engineering or product requirements documents that can't be public (these should be quite rare). +- ✅ Billing or pricing-related discussions that is not yet public. + +**Examples of information that should NOT go here:** +- ❌ Any information that should be public (see guidelines on [public by default](http://localhost:8000/handbook/company/communication#public-by-default)), this should go in the public repositories (`posthog`, `posthog.com`, ...). +- ❌ Any internal information that does not fall under the scope of purely engineering, product, growth or design. This should go in the [Company Internal](#company-internal) repo. +- ❌ Bug reports that don't contain any PII or where the PII only contains supporting information. In this case, file the bug under the relevant public repo and add a protected link to the additional information (e.g. a private Slack link, or a link to this repo). + +## Written Communication + +### GitHub + +#### Everything Starts with a Pull Request + +It's best practice to start a discussion where possible with a Pull Request (PR) instead of an issue. A PR is associated with a specific change that is proposed and transparent for everyone to review and openly discuss. The nature of PRs facilitate discussions around a proposed solution to a problem that is actionable. A PR is actionable, while an issue will inevitably lead to a longer period before the problem is addressed. + +Always open a PR for things you are suggesting and/or proposing. Whether something is not working right or we are iterating on new internal process, it is worth opening a pull request with the minimal viable change instead of opening an issue encouraging open feedback on the problem without proposing any specific change directly. Remember, a PR also invites discussion, but it's specific to the proposed change, which facilitates focused decisions. + +By default, pull requests are **non-confidential**. However, for things that are not public please open a confidential issue with suggestions to specific changes that you are proposing. When possible, consider not including sensitive information so the wider community can contribute. + +Not every solution will solve the problem at hand. Keep discussions focused by _defining the problem first_ and _explaining your rationale_ behind the Minimal Viable Change (MVC) proposed in the PR. Have a bias for action and don't aim for consensus - some improvement is better than none. + +#### Issues + +GitHub Issues are useful when there isn't a specific code change that is being proposed or needed. For example, you may want to start an issue for tracking progress or for project management purposes that do not pertain to code commits. This can be particularly useful when tracking team tasks and creating issue boards. + +However, it is still important to maintain focus when opening issues by defining a single specific topic of discussion as well as defining the desired outcome that would result in the resolution of the issue. The point is to not keep issues open-ended and to prevent issues from going stale due to lack of resolution. For example, a team member may open an issue to track the progress of a blog post with associated to-do items that need to be completed by a certain date (e.g. first draft, peer review, publish). Once the specific items are completed, the issue can successfully be closed. + +### Slack + +Slack is used for more informal communication, or where it doesn't make sense to create an issue or pull request. Use your judgment to determine the appropriate channel, and whether you should be chatting publicly (default) or privately. + +Also keep in mind that, as an open source platform, PostHog has contributors who don't have access to Slack. Having too much context in a private location can be detrimental to those who are trying to understand the rationale for a certain decision. + +**Slack etiquette** + +Slack is used differently in different organizations. Here are some guidelines for how we use Slack at PostHog: + +1. Keep `#general` open for company-wide announcements. +1. `@channel` or `@here` mentions should be reserved for urgent or time-sensitive posts that require immediate attention by everyone in the channel. (Examples: changing a meeting invite URL just before a meeting, or soliciting urgent help for a service disruption, where you're not sure who is immediately available) +1. Make use of threads when responding to a post. This allows informal discussion to take place without notifications being sent to everyone in the channel on every reply. +1. When possible, summarize multiple thoughts into a single message instead of sending multiple messages sequentially. + +### Google Docs and presentations + +Never use a Google Doc / presentation for something non-confidential that has to end up on the website or this handbook. Work on these edits via commits to a pull request. Then link to the pull request or diff to present the change to people. This prevents a duplication of effort and/or an out of date handbook. + +We mainly use Google Docs to capture internal information like meeting notes or to share company updates and metrics. We always make the doc accessible so you can comment and ask questions. + +Please avoid using presentations for internal use. They are a poor substitute for a discussion on an issue. They lack the depth, and don't add enough context to enable asynchronous work. + +### Email + +1. Internal email should be avoided in nearly all cases. Use GitHub for feature / product discussion, use Slack if you cannot use GitHub, and use Google Docs for anything else. +1. The only uses we have for internal email are: + - Obtaining approvals for legal things + - Sending some types of more official company documents (e.g. job offers, payroll forms) + - Communicating with external partners + +### Writing Style + +1. We use American English as the standard written language in our public-facing comms, including this handbook. +1. Do not use acronyms when you can avoid them. Acronyms have the effect of excluding people from the conversation if they are not familiar with a particular term. +1. We use the [Oxford comma](https://www.grammarly.com/blog/what-is-the-oxford-comma-and-why-do-people-care-so-much-about-it/). +1. Do not create links like "here" or "click here". All links should have relevant anchor text that describes what they link to. Using meaningful links is important to both search engine crawlers (SEO) and people with accessibility issues. + +## Internal Meetings + +PostHog uses [Zoom](https://zoom.us/) for video communications. Zoom also has useful plugins for [Google Calendar](https://chrome.google.com/webstore/detail/zoom-scheduler/kgjfgplpablkjnlkjmjdecgdpfankdle?hl=en-US) and Slack which you may wish to use. + +Use video calls if you find yourself going back and forth in an issue/via email or over chat. Sometimes it is still more valuable to have a 40+ message conversation via chat as it improves transparency, is easy to refer back to, and is friendlier to newcomers getting up to speed. + +1. Most scheduled meetings should have a Google Doc linked or a relevant GitHub issue. This contains an agenda, including any preparation materials. +1. Please click 'Guests can modify event' so people can update the time in the calendar instead of having to reach out via other channels. You can configure this to be checked by default under [Event Settings](https://calendar.google.com/calendar/r/settings). +1. Try to have your video on at all times because it's much more engaging for participants. Having pets, children, significant others, friends, and family visible during video chats is encouraged - please introduce them! +1. As a remote company we are always striving to have the highest fidelity, collaborative conversations. Use of a headset with a microphone, is strongly recommended - use your company card if you need. +1. Always advise participants to mute their mics if there is unnecessary background noise to ensure the speaker is able to be heard by all attendees. +1. You should take notes of the points and to-dos during the meeting. Being able to structure conclusions and follow-up actions in real time makes a video call more effective than an in-person meeting. If it is important enough to schedule a meeting, it is important enough to have taken notes. +1. We start on time and do not wait for people. People are expected to join no later than the scheduled minute of the meeting, and we don't spend time bringing latecomers up to speed. +1. It can feel rude in video calls to interrupt people. This is because the latency causes you to talk over the speaker for longer than during an in-person meeting. You should not be discouraged by this, as the questions and context provided by interruptions are valuable. +1. We end on the scheduled time. Again, it might feel rude to end a meeting, but you're actually allowing all attendees to be on time for their next meeting. +1. It is unusual to smoke or vape in an open office, and the same goes for video calls - please don't do this out of respect for others on the call. + +For external meetings, the above is also helpful. We also have separate guidance on [how to run a great demo](/handbook/growth/sales/demos). + +### Indicating Availability + +1. Put your planned away time including holidays, vacation, travel time, and other leave in your own calendar. +1. Set your working hours in your Google Calendar - you can do this under _Settings_ > _Working Hours_. This is helpful as we work across different timezones. + +### Google Calendar + +We recommend you set your Google Calendar access permissions to 'Make available for PostHog - See all event details'. Consider marking the following appointments as 'Private': + +1. Personal appointments +1. Particularly confidential & sensitive meetings with third-parties outside of PostHog +1. 1-1 performance or evaluation meetings +1. Meetings on organizational changes diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/culture.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/culture.md new file mode 100644 index 0000000..c2a8cba --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/culture.md @@ -0,0 +1,80 @@ +--- +title: Culture +sidebar: Handbook +showTitle: true +--- + +So, what's it like working at PostHog? + + + +## All remote + +Our [team](/handbook/company/team) is 100% remote, and distributed across over 10 countries. + +As well as the equipment you'll need, we provide [a budget to help you find coworking space](/handbook/people/spending-money#work-space) or to cover the costs of coffees for those who prefer not to work at home. + +All remote has a bunch of advantages: + +* We can hire [amazing people](/handbook/company/team) from a global talent pool. +* Being remote encourages a deeper level of personal thought and writing things down. +* It allows for uninterrupted work. +* It makes results clearer, which helps us hold people to account for outcomes rather than hours spent in the office. + +## Diverse & inclusive + +This is actually so important to us that it has [its own dedicated page](https://posthog.com/handbook/company/diversity). + +## Extremely transparent + +As the builders of an open-source product, we believe it is only right that we be as transparent as possible as a company. + +This isn't just a meaningless corporate statement. Most of our communication happens publicly on GitHub, our roadmap is open for anyone to see, and our open source handbook explains everything from how we hire and pay team members to how we email investors! + +Almost everything we do is open for anyone else to edit. This includes things like the contents of this very Handbook. Anyone can give direct feedback on work they think could be improved, which helps increase our responsiveness to the community. + +We're committed to much more than just [public code](/handbook/company/values#we-are-open-source). + +## We write everything down + +We're an all-remote company that allows people to work from almost anywhere in the world. With team members across many countries, it's important for us to practice clear communication in ways that help us stay connected and work more efficiently. + +* It creates clear and deep thought. +* We have an open core business model. This helps the community understand our decision-making. +* It is usually clearer than a conversation, so everyone can row in the same direction. +* It is very leveraged as we grow a large community and look to hire people around the world. + +To accomplish this, we use [asynchronous communication](/handbook/company/communication) as a starting point and stay as open and transparent as we can by communicating through public issues, pull requests, and (minimally) Slack. + +Putting things in writing helps us clarify our own ideas, as well as allow others to provide better feedback. It has been key to our development and growth. + +## Don't let others fail + +Everyone should help everyone else raise their game. Fatigue sets in when you complete a task, so it's easier for outsiders to help those creating the work to raise their game. + +We are direct about the quality of work. That doesn't always mean work needs to be completely polished, as it depends on the speed and impact of a task. Being great at [giving and receiving feedback](/handbook/people/feedback) is a key part of of our culture. + +## Bias for action + +If given a choice, go live. If you can't go live, reduce the task size so you can. + +* We are small, and can only win based on speed and agility. +* Going live forces a level of completion, on which you can build. + +Default to _not_ asking for permission to do something if you are acting in the best interests of PostHog. It is ok to ask for more context though. + +## Have fewer meetings + +We're big believers in the importance of the [maker's schedule](http://www.paulgraham.com/makersschedule.html). If we have meetings at all (which we try to avoid, see _"Write stuff down"_ above), we'll cluster them around any standups so our day doesn't get split up. On Tuesdays and Thursdays, we don't have internal meetings at all. Occasionally an external meeting will slip in on those days such as interviews, but we try to keep those to an absolute minimum. + +## Structured for speed and autonomy + +One of the benefits of hiring high-performing, self-sufficient, empowered team members is that we don't need to put in place some of the typical corporate structures and processes that can slow teams down. + +We have optimised for this by introducing [Small Teams](/handbook/people/team-structure/team-structure), which prioritise speed by delegating decision-making autonomy as much as possible. + +Right now, our [management approach](/handbook/company/management) is super simple - James H, Tim and Charles are the only managers, and everyone else reports to one of them. We don't want to create a fancy hierarchy of titles, as we believe this can lead, consciously or not, to people feeling less empowered to make changes and step on toes, especially if they are not in a 'senior' role. + +## A day in the life + + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/diversity.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/diversity.md new file mode 100644 index 0000000..18c28e0 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/diversity.md @@ -0,0 +1,64 @@ +--- +title: Diversity and Inclusion +sidebar: Handbook +showTitle: true +--- + +PostHog is proud to be an international group of misfits. You can't disrupt an industry by thinking the same way as everyone else. + +## Diversity & inclusion + +Diversity refers to the traits and characteristics that make people unique. While there are an infinite number of differences in humans, most people subconsciously define diversity by categories including gender, race and age. + +Inclusion refers to the behaviours and social norms that make people feel welcome. This includes everyone being treated fairly and with respect, and ensuring that everyone has equal access to opportunities and being able to contribute fully to the company’s success. + +We are aware that Diversity & Inclusion efforts are a lifelong work and that we will never have it all figured out and ‘done’. This means we will have to constantly learn and develop. This also means we will make mistakes - the important thing is that we learn from them. At PostHog, everyone is committed to building a culture of diversity, inclusivity and belonging. + + +## How diversity helps us + +At PostHog, we view diversity as a tactic, like paying people towards the top of the market, or communicating company goals to set context for our team. There is plenty of research into the link between highly diverse teams and increased [performance](https://www.ucdenver.edu/docs/librariesprovider68/default-document-library/jmna-articles-bonuscontent-2.pdf?Status=Temp&sfvrsn=84c0fb9_2) and [innovation](https://www.bcg.com/en-us/publications/2018/how-diverse-leadership-teams-boost-innovation). + +In order to build the most diverse team, we have introduced the [Rooney rule](https://en.wikipedia.org/wiki/Rooney_Rule) to our Recruitment process. Originally implemented by the National Football League (NFL) but increasingly used by companies, the Rooney rule requires at least one person of an underrepresented minority to be considered for every open position. + +In the context of tech and startups, categories of people who are underrepresented include those who identify as: +* A person of color +* Indigenous +* Women +* Members of the LGBTQ+ community +* Being from a working-class background +* Those who struggle with mental illnesses +* Having a disability whether visible or not + +Based on the Rooney rule, we are committed to not only consider a person of an underrepresented minority, but to bring at least one of them into the [final stage of the interview process](/handbook/people/hiring-process/#posthog-superday). In order to be successful with our approach, we focus on diversifying the top of the recruitment funnel. We are committed to not making an offer until we have brought an underrepresented candidate into the final stages. + +We are currently trialing this approach and we still have some limitations to overcome: +* We don’t currently track diversity data as part of the application process. While some characteristics of underrepresentation will be visible in the interview process, others are not. +* For some roles (e.g. Full-Stack Engineer), we hire constantly. This makes the Rooney rule a little harder to make meaningful, but we also want to make sure to keep the pipeline as diverse as possible. +* Speed is a core PostHog value, and that includes hiring. So we need to work out how to be fast, deliver a great candidate experience, while also doing a better job at diversifying our hiring. + +## An inclusive place to work + +We are always keen to find ways to make the culture at PostHog as inclusive as possible. We are by no means perfect, but we are committed to acting with positive intent and pushing ourselves to improve. + +We don't just state that we care - these are some of the things we've implemented so far: + +* [All remote](/handbook/company/team) - so we can hire people from any country in the world. We have people in ~10 countries, with no office. We also provide everyone with $200/month to use on a coworking space of their choice. +* [Asynchronous and transparent communication](/handbook/company/communication) - so people can get the context they need to work effectively across multiple time zones and on schedules that suit them. +* [Unlimited vacation policy](/handbook/people/time-off/#permissionless-time-off) with mandatory minimum time off - so you can fit work around your life. +* Very [generous parental leave](/handbook/people/time-off/#parental-leave) - so those raising families can do so while still working for us. +* Very generous and [transparent pay](/handbook/people/compensation) - to reduce the financial stress that often comes with working for startups, or prevents many from even applying. +* Proactive recruitment to encourage underrepresented groups of people to apply - so we are meeting with a balanced group of applicants for every role. +* Anyone can contribute to [our handbook](/handbook/) - so if we miss something, others can ask for a change in our policy! +* [Paid SuperDay](/careers#the-process) as part of the hiring process - to allow you to see what it's really like working on the team, before starting. +* [Training budget](/handbook/people/training#training-budget) for those in roles where we don't have lots of existing experience as a company. +* Life story Fridays (when we have a new team member, we'll ask them to present their life story for an hour on a Friday) - so you have more context on the points of views of others in the team. +* [Sponsored visas](/handbook/people/hiring-process#visa-sponsorship) for those who need them. +* Health insurance for those from countries that do not provide this freely. +* Mental Health Counselling provided via our partner [Spill](https://www.spill.chat/). + +Are you a potential candidate reading this? [Let us know](mailto:careers@posthog.com) how we can do a better job! + +## Thinking about working here? + +Check out our [careers](/careers) page to see if there could be a fit, or drop us [an email](mailto:careers@posthog.com). diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/intro.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/intro.md new file mode 100644 index 0000000..e892d98 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/intro.md @@ -0,0 +1,123 @@ +# TSYS Group overview and introduction + +## Introduction + +Welcome to the TSYS Group Company Handbook. This explains how we operate as a company. + +If you are considering joining TSYS Group, or have recently joined, this section will help you navigate the Handbook and highlight some of the most important things you should know about supporting the TSYS Group mission. + +The reason for making this transparent is to improve our communication, one of our [key values](/board/values). + +Anyone can submit a pull request to suggest updates or enhancements to this handbook through the [TSGHandbook repo](https://git.turnsys.com/TSGBod/TSGHandbook) + +We treat this handbook as part of our Docs. Learn how to [update them](/docs/updating-documentation). + +## Big picture + +We encourage everyone to start at the beginning first before diving in. We have a strong bias for action, but it is still worth taking a step back and looking at the 'why' first. This helps ensure sure you have the right context and are working on the right things. + +You should start with the '[Company](//company/story.md)' section and work your way through everything there. It is not a lot to read. In particular, the sections on our [Strategy](/strategy/strategy) and [Roadmap](/strategy/roadmap) are a must-read for everyone. + +Next, familiarize yourself with our approach to [Culture](//company/culture) and our [Values](/company/values). You might take a bit of time to adjust to TSYS Group way of working, and that's ok! In addition to bias for action, you may find that you have a lot more autonomy than you are used to here - you'll realise very quickly that you _shouldn't_ be asking for permission for most things. + +## How we work + +Now it's time to dive into some of the more practical stuff - these are the most important pages: + +1. [Communication](/company/communication) - we have a distinctive style. If TSYS Group is your first all-remote organization, this page is especially helpful. +2. [Team structure](/people/team-structure/team-structure) - we are structured in Small Teams. These pages will help you get the lay of the land, and who does what. +3. [Management](/company/management) - we have a relatively unusual approach to management, and it is possible that you will not be familiar with our approach. + +### Working in Git + +We use [GitHub](https://git.turnsys.com/explore) for _everything_, including non-engineering task management. This might take some getting used to if you are non-technical. + +We use Projects to track the status of Issues in an easily viewable way. It is up to each Small Team to decide how to manage their tasks, and you'll find most have a dedicated Project - [full list here](https://github.com/orgs/PostHog/projects) - and run two week sprints. As part of the onboarding process, you will be invited to the relevant planning meetings. + +## Onboarding + +Our [onboarding checklist](/people/onboarding) will take you through all the main admin bits you need to get set up, The list will vary slightly depending on where you are based and which Small Team you are in. The People team will create an Issue in the Internal repo to track your personal checklist. + +### Other useful resources + +It is worth trying to at least read the entire Handbook once, even if you skim over the other sections. If you are engineer, the CTO and CIO sections will obviously be very useful, but you might want to know how we're approaching our Sales (CRO) or Marketing (CMO) strategy or other aspects. Everything is here in this handbook for everyone to read. + +## TSYS Group Mission + +TSYS Group is a collection of entities whose common goal is providing internet connectivity to everyone in all of North America (in particular rural areas) for $25.00 per user +per month. + +## Who does TSYS Group serve? + +Everyone in North America and international waters who wants internet connectivity. + +## What does the TSYS Group do? + +The TSYS Group seeks to handle every aspect of internet connectivity, soup to nuts. From design and manufacture of the equipment, to +educating users on it's safe and efficient operation to raising the capital for the venture. + +## Where can you contact TSYS Group? + +Website: www.turnsys.com + +## TSYS Group Brands + +### Redwood Group + +The below table documents the not primarily for profit entities performing capital raising and management for TSYS Group entities and their members. + +| Entity | Description | Website | +| -------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------ | +| Redwood Group LLC | Sibling organization to TSYS Group for all capital raising and management | | +| Redwood Springs Capital Partners Management Co LLC | management company of the various funds setup to finance TSYS Group operations | | +| Redwood Family Office LLC | Wealth management/healthcare/estate planning/tax advice broker for LLC members and their families | | + +### Non Profit Properties + +The below table documents the non profit entities performing the educational, advocacy, lobbying and legislative functions for TSYS Group. + +| Entity | Description | Website | +| ---------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ------------------------------- | +| Americans For A Better Network INC | A non profit (seeking 501c3 status) to educate americans about internet provider choices | | +| Free Network Foundation INC | A defunct 501c3 (replaced by AFABN) | | +| Free Network Foundation INC | (wiki) comprehensive body of knowledge about community networking | | +| Free Network Foundation INC | (static files) Assets (pdfs etc) linked from blog/wiki | | +| Side Door (Solutions) Group INC | A non profit (seeking 501c4) / PAC to drive the necessary legislative and executive changes to enable internet for all | | +| TSYS Group Non Profit Portal | Landing page for non profits | | + +### For Profit Properties + +The below table documents the not primarily for profit entities performing the R&D and providing supporting services functions for TSYS Group. + +| Entity | Description | Website | +| ------------------------------------------ | ---------------------------------------------------------------------------------------------- | ------------------------------------ | +| Axios Heart Studios LLC | Art, 2d,3d and other fabrication services for TSYS Group | | +| Suborbital Systems Development Company LLC | Manufacturer of Morse product line - technical blog and information | | +| Suborbital Systems Development Company LLC | Manufacturer of Morse product line - product page | | +| RackRental LLC | network and lab equipment rental by the hour for training, config testing, competitive testing | | +| Team Rental LLC | HR/staffing of IT/dev professionals (2 million net new job goal by 2025) | | +| Known Element Enterprises LLC | IT/business back office services | | +| Your Dream Name Here LLC | Business in a box | | +| The PeerNet LLC | Community, media, public relations / (live/time shifted) streaming/broadcast service | | +| The PeerNet LLC | Software platform powering ThePeerNet.com service | | + +### Coop Properties + +The below table documents the fairshares cooperatives for financing, building, owning and operating community networks. + +| Entity | Description | Website | +| ----------------------------------------- | -------------------------------------------------------- | -------------------------------- | +| High Flight Network Finance Company LLC | Financing network builds | | +| High Flight Network Operating Company LLC | User owned/operated network backbone | | +| KickFund.me LLC | Crowdfunding of network and other infrastructure builds | | +| The Campus Trading Co LLC | treasury/investment management/market and other research | | + +### Misc Properties + +| Entity | Description | Website | +| -------------------- | -------------------------------------- | -------------------------------- | +| CNWCO LLC | Charles Wyble blog | | +| Turn Net Systems LLC | Overall entity for many subsidiary LLC | | +| Turn Net Systems LLC | Governance information for TSYS group | | + +Please see for more information. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/management.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/management.md new file mode 100644 index 0000000..ffa9593 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/management.md @@ -0,0 +1,69 @@ +--- +title: Management at PostHog +sidebar: Handbook +showTitle: true +--- + +As we grow, we'll increase the number of managers at PostHog. Here's what a manager at PostHog looks like. + +## Defining the role of manager + +A manager at PostHog has two tasks: +1. Making sure their direct reports are happy and productive +1. Setting the right context for direct reports to do their job + +That's it. + +A manager at PostHog is _not_ responsible for: +1. Setting compensation (we have transparent compensation) +1. Setting tasks for their direct reports +1. Creating a career path (career paths should be transparent and documented, and for now centrally managed) +1. "Approving," whether that's projects, expenses, days off or accounts (people should have admin access by default to most things) +1. Giving feedback (managers give feedback in their capacity as individual contributor, but so does everyone else) + + +## What does setting context mean? + +At PostHog, we exclusively hire people that are the best in their field. +That means managers won't need to spend time telling their direct reports what to do. + +However, for those people to make the best decisions, they need context. That context can be: +- what a customer said was or wasn't important to them +- what the metrics are saying needs to be improved +- what another team in the organisation is working on +- what the overall goals are for PostHog + +The shift here, and the biggest difference between PostHog and other places, is that in the end it is up to the individual to make the decisions. +All you can do as a manager is set context. From there, you'll have to trust that we've made the right hiring decisions and that the individual is able to execute on that. If they can't, we have a [generous severance policy](/handbook/people/compensation#severance). + +Decisions aren't just about buying a piece of software or choosing a color for a button. It's also about what to work on, what to invest time in, or where to take entire parts of our product. + +Again, we've hired the best people and have high talent density, so we trust everyone to make these kinds of decisions. + +As a manager, it's tempting to see yourself as the sole owner of all the information, and give it out sparingly. +People will come to you often with questions (because they don't have the context) and when they do you'll get more validation that holding all the context yourself makes you an Important Person. + +What managers should aim for at PostHog is to make themselves obsolete. Share as much context as possible, preferably in written form in a public channel. That way everyone will be able to do their best work. + +## Part-time managers + +Because of the relatively short list of tasks that managers have, management at PostHog is a part-time job. +That means everyone, including the CEO and CTO, still spend the majority of their time on practicing what they do best (which likely isn't management!). + +As an engineer, you wouldn't respect the opinion of someone who can't code on a coding specific question. +As a designer, you really want your manager to have an eye for design. +As an operator, you want to be managed by someone who has scaled a business. +That's why it's important for managers to keep practising their craft. + +Management tasks do come first, as giving context to your team tends to have a multiplying effect vs getting one more PR out. After that though, it's back to work. + +## Anti silos + +There are teams at PostHog that need to work across functions, so we have an anti-silo approach when it comes to the tasks that people work on. + +That means: +* Task setting happens transparently in [Small Teams](structure). Anyone can read notes from or show up to any of the sprint planning meetings. +* Anyone can give feedback to anyone else on their priorities, and it's our expectation they do so. +* Every [Small Team](structure) has complete control over what they ship. + +This has the added benefit of cross functional teams forming as needed, whilst people having a specialist manager (i.e. an engineer managing engineers) as far as we are able. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/security.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/security.md new file mode 100644 index 0000000..fbde5f4 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/security.md @@ -0,0 +1,21 @@ +--- +title: Security +sidebar: Handbook +showTitle: true +--- + +It is critical that everyone in the PostHog team follows these guidelines. We take people not following these rules very seriously - it can put the entire company and all of our users at risk if you do not. + +## Password Managers + +You **must** make use of a password manager; it simply isn't possible to use appropriate passwords securely without one. + +PostHog uses [1password](https://1password.com/) for storing all passwords. + +## Password Strength + +Please use strong passwords for everything. Use the 1password password generator that comes with the app in all cases. Do not repeat passwords across different sites. + +## Dual Factor Authentication + +You should enable dual factor authentication for any account where the option is available, especially those which are core to your work. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/standups.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/standups.md new file mode 100644 index 0000000..e53158e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/standups.md @@ -0,0 +1,35 @@ +--- +title: Daily Standups +sidebar: Handbook +showTitle: true +--- + +While we default to [written and asynchronous communication](/handbook/company/communication), we find that having a few regular touch points for the whole team to come together on a call useful for sharing certain types of information, strengthening our culture and discussing more dynamic issues in real time. + +We keep these minimal in terms of time expectation - no more than 2hrs total per week. They are usually scheduled around 8.30am PDT/4.30pm GMT to allow people across multiple timezones to attend more easily. + +You should have been invited to our regular standups as part of your [onboarding](/handbook/people/onboarding). + +## Daily Standup Schedule + +- **Monday** - PostHog News. Members of the team share company-wide updates about things like recruitment, product metrics and commercial performance. The content of these meetings is always confidential. We then go around the team and each person summarises what they did last week and what they plan to do this week. +- **Tuesday** - No standup (we keep Tuesdays meeting-free). +- **Wednesday** - Anyone can propose to have a meeting about any topic. Stuck with a technical problem? Want to get feedback on something? Want to brainstorm? Schedule those meetings during this timeslot and advertise in Slack. +- **Thursday** - No standup (we keep Thursday meeting-free). +- **Friday** - These alternate between Sprint Planning and Life Stories. + +### Sprint Planning + +This is a longer 45min meeting every other Friday where we review the previous two week sprint and then outline what we want to achieve in the next 2 weeks. We split into Engineering and Not Engineering teams for this, but schedule the meetings sequentially so that anyone can sit in on both if they would like to. + +You will be asked to add your comments to the relevant GitHub planning issue in advance of each meeting on Slack the day before. + +### Life Stories + +Alternating with Sprint Planning, Life Stories we hear from 1-2 members of the team who share a bit about themselves with us. No particular format - it's one of the few times a presentation makes sense! Each team member has up to 30min, inclusive of Q&A. These are a fun opportunity for us to get to know a bit about the people we work with, what cool things we didn't know about them, and whether or not they believe that pineapple belongs on pizza... + +## Standup Bot + +Outside of the above meeting schedule, we still write up our tasks in a standard format in Slack - you will be prompted by Standup Bot. You will be asked what you did since the last standup, what you plan to do before the next one, and any issues or blockers you might have. + +This means that everyone still has visibility and context for what everyone else is working on, but delivered in a format that is quick to digest and easier to respond to. We don't do this on meeting-free Tuesdays and Thursday, to minimise interruptions. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/story.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/story.md new file mode 100644 index 0000000..b5fcd43 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/story.md @@ -0,0 +1,58 @@ +--- +title: Story +sidebar: Handbook +showTitle: true +--- + +## The start - January, 2020 + +PostHog was founded by James and Tim on January 23rd, 2020. + +We started working together on a startup in August 2019 with the first idea being to help engineers manage technical debt. It didn't work out, but we realized the power of treating growth as an engineering problem. We also knew that many engineers struggle to understand their impact on their users. + +There are plenty of product analytics tools out there, but all the alternatives are SaaS-based. While they are very powerful, they can be frustrating for developers. From our perspective, these tools can be problematic because: + +* We didn't want to send all our user data to 3rd parties. +* We wanted full underlying data access. +* They don't give you choice and control over pricing. + +## Launch - February, 2020 + +We got into YCombinator's W20 batch, and just a couple of weeks after starting realized that we needed to build PostHog. + +We launched on [Hacker News](https://news.ycombinator.com/item?id=22376732) with our MVP, just 4 weeks after we started writing code. + +The response was overwhelmingly positive. We had over 300 deployments in a couple of days. 2 weeks later, we'd gone past 1,500 stars on [GitHub](https://github.com/PostHog/posthog). + +Since then, we've realized that the same reasons that PostHog was appealing to us as individual developers are the reasons why many enterprise customers also find the software is very appealing. We got a lot of inbound demand, and realized we weren't just onto a cool side project, we were onto what could be a huge company. + +## \$3M Seed round - April, 2020 + +After we finished YCombinator, [we raised a \$3.025M seed round](../../blog/raising-3m-for-os). This was from YCombinator's Continuity Fund, 1984 Ventures. You can learn more about how we raised the money. + +As we started raising, we started hiring. We brought on board [Marius, Eric and James G](../../handbook/company/team). + +## First 1,000 users - May, 2020 + +We kept shipping, people kept coming! + +## Billions of events supported - October, 2020 + +This was a major update - PostHog started providing [ClickHouse support](../../blog/the-posthog-array-1-15-0#clickhouse-). Whilst we launched based on PostgreSQL, as it was the fastest option, this enabled us to scale to billions of events. + +## Building a platform - November, 2020 + +We realized that our users, whether they're startups, scale ups or enterprises, have simple needs across a broad range of use cases in understanding user behavior. + +PostHog now supports [product analytics](../../product-features/trends), [feature flags](../../product-features/feature-flags), [session recording](../../product-features/session-recording) and [plugins](../../product-features/plugins) (beta). + +## $9M Series A - December, 2020 + +We kept growing organically and took the opportunity to raise a \$9M Series A, topping our funding up to [$12M](../../blog/posthog-announces-9-million-dollar-series-A) led by [GV](https://www.gv.com/) (formerly Google Ventures). + +Our focus remains firmly product, engineering and design oriented, so we're increasing our team in those areas. + +We've now people in 10 countries around the world, and still feel like it's day one. + +Everyone takes a mandatory two weeks off over Christmas to relax. + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/team/charles-cook.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/team/charles-cook.md new file mode 100644 index 0000000..d293ac8 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/team/charles-cook.md @@ -0,0 +1,59 @@ +--- +title: Charles Cook's README +sidebar: Handbook +showTitle: true +--- + +This guide might be helpful in working with me. + +## Bio + +Born and raised in the United Arab Emirates, I'm half British, half Lebanese, and lived in a variety of places growing up across the Middle East, Africa and Europe. Now based in London, I live with my wife Steph and son Remy, who was serendipitously born right at the beginning of lockdown here in the UK. + +I take care of all things business ops-related at Posthog, across finance, people, legal and basically anything else that doesn't involve actually building the product! Posthog is now my 3rd startup - I was previously COO at [Vitl](https://vitl.com), (personalised nutrition), and before that I was Director of Product at [ROLI](https://roli.com) (electronic music products). + +I'm a big fan of terrible jokes, beautifully crafted sandwiches and looking at [designer houses](https://www.themodernhouse.com/) I will never live in. I like to occasionally torment my son with my piano playing and spend more time than is probably reasonable making lists of things, à la [High Fidelity](https://en.wikipedia.org/wiki/High_Fidelity_(film)). + +## Areas of responsibility + +- Making sure all our business operations run smoothly +- All of our finance stuff (accounting, tax etc.) +- Any legal matters, including compliance and privacy +- Sales operations, ie. making sure we follow up with customers, generating quotes +- Customer support oversight +- I contribute a lot to our people and culture initiatives +- Investor relations and fundraising ops, supporting Tim and James +- I do regular 1-1s with most of the team to chat about non-work stuff + +## Quirks + +- I'm hyper responsive across any channel (email/Slack/whatever) - don't worry about interrupting me if you have a question! Always happy to take a quick call too if you prefer. +- I definitely err on the side of speed at the expense of polish. Sometimes this means I don't take enough time to bring other people on board when I should. +- I tend towards being generous with spending money, _especially_ if it means getting something done faster. +- I make a lot of jokes at my own expense. I encourage you to as well. +- You don't have to 'earn' my trust - I like to assume high trust with people I work with from the start and go from there. +- I don't respond to work emails at evenings or weekends. I do have Slack on my phone if something really urgent comes up though. Please don't abuse this. + +## What I value + +- [Brutal honesty, delivered kindly](https://feld.com/archives/2014/08/brutal-honesty-delivered-kindly.html). +- Kindness generally, in fact. +- Not taking yourself too seriously and keeping a sense of perspective. +- Speed - I can get frustrated if people don't move as quickly as I like to. +- People who understand privilege and how it affects power dynamics. +- Taking on something that is outside your comfort zone if no one else is available. + +## How I can help you + +- I can help you figure out where X account is, what our Y number is or where we keep Z thingy. +- I can help you unblock any legal or financial issues. Anything admin-related really. +- I can be a listening ear any time you need, for work or non-work stuff. +- I can provide you with general career advice, especially if you are interested in people management. + +## How you can help me + +- Tell me what we could be doing better from a company-building perspective. I'm particularly interested in unusual ideas. +- Let me know when I need to slow down and do something to a higher standard. +- I try to make sure our ops systems for things like expenses have an absolutely minimal impact on your time. Please don't make me chase you for boring admin stuff like that. +- If you need something from me, let me know when you need it by. Otherwise I'll probably do it immediately. + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/team/tim-glaser.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/team/tim-glaser.md new file mode 100644 index 0000000..20d147b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/team/tim-glaser.md @@ -0,0 +1,68 @@ +--- +title: Tim Glaser's README +sidebar: Handbook +showTitle: true +--- + +This guide might be helpful in working with me. + +## Bio + +I've been coding since I've been 11, which isn't as long ago as I'd like it to be. Someone first paid me to write code when I was 13 (though I'm sure they regretted it) and someone else gainfully employed me when I was 16. + +Originally from the Netherlands, though I quickly moved to London (I do not generally enjoy nice weather) where I joined Arachnys and shortly met James Hawkins. I went from being a software engineer, to product manager, to "leading" an R&D team, which consisted of just me. + +After four years I thought it was time to go do something else and had lined up a new job. Roughly 37 seconds after it was announced James wanted to "grab a beer." While plying me with alcohol, he convinced me to give up this fancy new job and instead start a startup with him. + +In my 'spare' time, I fall down snowy mountains, wrestle in the mud over an egg-shaped ball and watch a lot of Bondi beach in order to perfect my Australian accent. + +## Areas of responsibility + +- Build the engineering team +- Make sure we move fast +- Make sure the engineering team has all the context it needs +- Make sure the engineering team is happy +- Make sure we're building in the right direction +- Sounding board to James Hawkins (CEO) + +## Quirks + +- I come out with opinions quickly and strongly. They are actually weakly held so please push back when you disagree, I'll take it well. +- I will likely talk way too much. Please just interject/talk over me. +- A lot of what I say sounds like a definitive statement ("this is what we're going to do") when I actually mean "here's something we could do". +- I'm easily distracted in meetings and can come across as disinterested. It's something I'm working on but if you notice I'm drifting off please mention it. +- Weekends are holy to me and I'll almost never work on a weekend (and don't expect anyone else to!). I also don't like to have meetings after ~8pm my time, or before 10-11am. +- Please don't message me "hey" and then spend 3 minutes typing your question. Adding those two together is fine. +- I like my meetings clustered together. +- I can be too frugal with company money. + +## What I value + +- Ownership. Please don't wait for me to give the go-ahead. Bias over action. +- People who get things done without me having to chase. I love it if we mention something should get done and there's a PR for it the next day. +- Speed. It's much easier to get things right if you take more shots at goal. Let's just get something up and iterate on it. +- Receiving feedback. Please give me a ton of feedback, I still have a huge amount to go and will only improve if I get feedback. +- When I give feedback, I'd appreciate if you consider it first before defending yourself. I may have gotten it wrong and feel free to push back, but I don't like it when people start defending themselves straight away. +- I'm not a big fan of meetings. Please write your thoughts up in a GitHub issue/PR first. We can always have a meeting after that which will likely be more productive. +- I like short, to the point writing. Use short words, bullet points and screenshots. +- Directness. If you don't like something please just say so. + + +## How I can help you + +- I can help you figure out how to build something in 1/2 the time you think it should take +- I can help you figure out what you should be working on +- I can help you figure out what to do in your career +- I can help be a rubber duck +- I can help bounce ideas around + +## How you can help me + +- Come to 1:1s with an agenda and clear things I can help with +- Give me feedback +- Bring up problems, don't hide them. As a startup we'll always have a million problems, it's our job to surface those and fix the important ones. + +## Nomading + +I currently don't have a fixed address, and tend to move places every 2-3 months. If I remember to update it, [you can see where I am and where I'm going here](https://nomadlist.com/@timgl). I'd love to meet up with anyone if it's within a reasonable distance (and sometimes even if it's not). Would love for you to reach out and organise something. + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/values.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/values.md new file mode 100644 index 0000000..4fba92f --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/values.md @@ -0,0 +1,42 @@ + +We think of the company as a product, not just the software we're building. This is what we *currently* value in how we operate - this may evolve as we grow. + +## We are open source + +Building a huge community around a free-for-life product is key to [PostHog's strategy](/handbook/strategy/strategy). + +We default to transparency with everything we work on. That means we make public our handbook, our roadmap, how we pay (or even let go of) people, what our strategy is, and who we have raised money from. + +This enables the strongest community growth possible. It causes the core team to raise the bar on their work, it provides the context needed for people to work across multiple timezones, and it enables a deep work-heavy and meeting-light culture. It creates trust. + +## We haven't built our defining feature yet + +We will never stop innovating. + +The more valuable we make our product, the better every team in the company will perform. That means more features, more polish, fewer bugs, and pushing for as much ambition as possible. + +You learn faster by getting what you're working on into the real world. We expect you to ship new designs, features or whatever is needed for your role in tiny chunks, frequently, and often a little before you feel ready. + +Iteration is a *huge deal* to us. + +## Everyone codes + +...although this doesn't mean everyone has to be a software developer, and not everyone needs experience in this before they join. + +Our platform is built for developers, and we use GitHub to build a large community of technical users. Being able to do the basics of shipping, no matter your role, helps understand the people who we're building for and it helps empower teams outside of engineering with greater context. + +Whether you're a designer or you're in operations, we will encourage and help you to be able to make basic changes to our website and docs on GitHub. + +## Step on toes + +PostHog is driven by context-based leadership. We'll explain what we need to achieve, but the reason we hire the best people is that they know what to do. + +We expect you to pick out the very most important thing you can think of, and work on that. It is *not* ok to follow instructions blindly - not that you're likely to receive instructions in any case. We judge your performance based on the results you deliver overall. You'll make a lot of mistakes along the way - and that's ok! What matters is that you're making mistakes quickly, iterating, and getting better over time. + +Likewise, [we don't expect you to watch your colleagues fail](/handbook/company/culture/#dont-let-others-fail) - it is a basic part of working at PostHog that you provide direct feedback to those around you. If you don't give feedback when you see something going wrong, you have missed an opportunity to make PostHog better. + +## Talent compounds + +Getting into PostHog is a huge challenge. Once you're here, it stays that way. We are *extremely* demanding of performance. What is most important to us is the quality of your output - not the number of hours that you put in. + +In return, you get to work with others producing the best work of their careers. We are a team, not a family - we pay top of market, offer exceptional benefits, provide an environment for you to do your best work, and give generous severance. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/working-with-design.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/working-with-design.md new file mode 100644 index 0000000..8f29c83 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/company/working-with-design.md @@ -0,0 +1,120 @@ +--- +title: Working with Design +sidebar: Handbook +showTitle: true +--- + +Design is currently a shared resource at PostHog. This explains what we do, our design process, and how we can assist across the PostHog team. + +## Design's Role at PostHog + +1. Support Small Teams (and contributors) in building better versions of PostHog +1. Enable customers to build better products (using PostHog) +1. Communicate to prospective customers the value we provide + +### Tangibly, we: + +1. Initiate new projects to support the roles listed above +1. Support Small Teams in completing their sprint tasks +1. Iterate based on feedback from customers + +## Our Process + +Design tasks are managed with our [GitHub Org project](https://github.com/orgs/PostHog/projects/3), otherwise known as our Design Board. This aggregates design-related tasks from the main three repositories for the company: + +1. [PostHog app](https://github.com/PostHog/posthog) - open source repo +1. [posthog.com](https://github.com/PostHog/posthog.com) - website + docs +1. Internal - higher-level company strategy + +### How Our Design Board Works + +Cards generally move from left to right. + +1. **Backlog** - Things on our radar, and where triaged requests will land unless they're urgent enough to pick up immediately +1. **This week** - Equivalent of our sprint +1. **In progress** - Tasks we've started but haven't completed +1. **Awaiting implementation** - In development or in review +1. **Done** - Shipped! 🚀 + +## Design Request Process + +Since design is currently a shared resource, the best way design requests can be handled is by creating an issue in the relevant repository, then adding to the _Design_ project. + +![image](https://user-images.githubusercontent.com/154479/114764251-b759b500-9d31-11eb-9767-c9fd9aad25b2.png) + +After triaging, the Issue will appear in our [GitHub Org project](https://github.com/orgs/PostHog/projects/3) where we manage our current design projects. + +The following details will help us triage incoming requests: + +1. What do you need designed and why? +1. What is the deadline? + +**Note:** We may defer some design requests if we're planning a larger overhaul in the near term. For example, if a request is to create an icon, we may suggest an alternate solution (like pulling an icon from The Noun Project) if we have a larger plan for revamping all icons in a section in the near future. + +### When to Loop in Design + +Because we hire self-starters, there is no expectation that every project should start by running through design _first_. + +Depending on your preferred workflow, there are different ways we can get involved. + +When looping in design, be sure to reference a GitHub issue so we have full context of the problem. Threads should primarily be kept on GitHub. (If an Issue is time-sensitive, mention the Issue on Slack in `#design-feedback`.) + +_The scenarios below largely pertain to work on the main PostHog app._ + +**If you built something and just need some polish...** + +Feel free to share a link (or screenshot) of what you've built. We can provide UX or design feedback for your consideration. + +**If you built something and realize it needs some UX love...** + +Share a link (or screenshot) of what you've built. Depending on the state of the project, we can either go back to the wireframe stage to rethink some things, or figure out a phased approach to incremental improvement. + +**If you designed your own wireframes or mocks...** + +Sometimes if you have domain knowledge or have been thinking about a project for a while, it might make more sense for you to start the design process. Feel free to share with us for a second opinion, or if you think certain UIs or flows are suboptimal. + +**If you'd like some design help before you break ground...** + +More like a typical product development process, please share the high level goals or spec, or any other documentation you have about a feature or enhancement. Be sure to specify the line between MVP and nice-to-haves. + +**Need help brainstorming a flow?** + +Provide as much documentation about the goals of the project. Depending on the project, we may be able to sketch out some ideas and share in the GitHub issue. + +In some cases, it may make sense to jump on a Zoom to sketch out some ideas together. + +## Sharing work in progress + +We often share designs in early, unfinished phases. Since our audience is developer-friendly, we have a built-in audience to gut check our designs and solicit feedback. + +When providing feedback, it's worth keeping in mind the level of fidelity of the mockup we're sharing for feedback. + +### Wireframes + +If an early draft is being shared, we'll build a wireframe in Balsamiq. At this stage, we're mostly focused on laying out content, crafting messaging, and loosely tying in a visual hierarchy and layout. (Don't look too closely at fonts, specific colors, or visualizations - those come later.) + +_Note: Balsamiq uses its own Comic Sans-style font. Don't get hung up on this!_ + +![image](https://user-images.githubusercontent.com/154479/114972248-2b887b80-9e4c-11eb-92fe-bce7bf14c808.png) + +### Mockups + +Once a design is laid out, we'll move into hi-fidelity mockups built in Figma. This process usually takes a few rounds to perfect, and we often iterate up until the moment the design is passed off for development. + +### Providing feedback + +We typically share links to mockups in the relevant GitHub Issue. + +When we share a design, we do our best to explain the type of feedback we're looking for. (Ex: Overall visual aesthetic, flow, if a design communicates to our developer-focused audience, etc.) + +Our main design tools, Balsamiq and Figma, both have built-in commenting. If your feedback is specific to an element on the page, please leave a comment inside the app's comment system. This helps us review and take action on comments later. + +If your feedback is higher level, summarize your feedback in the GitHub Issue itself for a higher-level discussion. + +## Slack + +We often use the `#design-feedback` Slack channel to share updates when we're particularly interested in feedback. We'll always link to the relevant place for discussion. (It's best to keep direct feedback off of Slack.) + +This Slack channel isn't limited to the design team. If you're looking for a second opinion on the UX of something you're building, we encourage anyone to share screenshots and a link to Figma or wherever the mockup was produced so we can provide useful feedback or assist in iterating on a design. + +If the design requires further collaboration, create an Issue. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/developer-workflow.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/developer-workflow.md new file mode 100644 index 0000000..4fa7b7f --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/developer-workflow.md @@ -0,0 +1,65 @@ +--- +title: 4. Developer Workflow +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +If you haven't already, it's worth your time to read [Contributing to PostHog](https://posthog.com/docs/contributing). + +Most developers use either [vscode](https://code.visualstudio.com/) or [pycharm](https://www.jetbrains.com/pycharm/) but +you are free to use whatever IDE makes the most sense to you. + +## Backend w/ Vscode + +1. Create a git branch +2. Start PostHog with `bin/start` +3. Open app in Chrome and login +4. Open Chrome devtools to network tab +5. Navigate to scene (aka screen or page) and click on the area of interest +6. Find network request in devtools and find request + - Request maps to ./posthog/api/*.py, i.e. http://localhost:8000/api/insight/funnel/?insight=FUNNELS -> ./posthog/api/insight.py:197 +7. Make code changes including tests + - Use [print()](https://realpython.com/python-print/) as needed for debugging + - Some developers prefer [Pycharm](https://www.jetbrains.com/pycharm/) for local development +8. Run backend tests + - `bin/tests posthog` runs only posthog tests excluding ee tests + - `./bin/tests ee/clickhouse/queries/test/test_trends.py -k test_active_user_math` for specific tests +9. Commit changes to git branch +10. Open PR for review + - Include Github issue number `#1234` which Github will automatically link for you + +## Frontend w/ Vscode + +1. Same as backend 1-5 +2. Find frontend code, i.e. `frontend/src/scenes/insights/Insight.tsx` +3. Use `console.log` liberally +3. As of writing, there are no unit tests for the frontend although we do have integration tests for the frontend via Cypress +4. Same as backend 9-10 + +## Alternative: Pycharm + +Some developers prefer to use [Pycharm](https://www.jetbrains.com/pycharm/) and for +good reason. While there are many benefits, below you'll find a few keys benefits. + +1. `Debugging and no print() statements` this is probably the biggest win in my opinion. + Since we are learning a new codebase there is no shame in having an assistant. Pycharm + will show you the call stack and variable values. This is huge for understanding what + is going on. +2. `Code navigation` when you are new to a codebase, moving easily through the code + can be a real challenge, especially when there are multiple layers of abstraction. + Pycharm allows you to Ctrl+Click nearly all methods to jump to their definitions. + While editors like vscode have a similar feature, you'll find that Pycharm works + in cases where vscode does not. +3. `Run configurations` make starting celery, django, and webpack services simple. It's + mostly just clicking things. +4. `Excellent TypeScript support` with code completion and type checking directly in your + editor. +5. `Click instead of type` which means that you spend much more time typing code than + running commands. Nearly everything in Pycharm is clickable. + +Pycharm offers a try it for free 30-day trial. It's recommended that you use it for at least +that amount of time before you buy. I recommend watching [The Future of Programming](https://www.youtube.com/watch?v=8pTEmbeENF4) +that will blow your mind and perhaps give you a new perspective on tools like these. + +**[Next: Technologies to learn](technologies-to-learn)** diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/getting-started.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/getting-started.md new file mode 100644 index 0000000..be71d70 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/getting-started.md @@ -0,0 +1,27 @@ +--- +title: 3. Getting Started +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## First goals + +1. Set up your dev environment and configure with your IDE +2. Get PostHog running locally on Postgres: [http://localhost:8000](http://localhost:8000). You'll need postgres, redis, celery, and django running. +3. Successfully run PostHog tests: `bin/tests posthog` (which omits Clickhouse tests) +4. Create [your first PR](https://github.com/PostHog/posthog/issues?q=is%3Aissue+is%3Aopen+label%3A%22good+first+issue%22) + and have it be approved. If you work for PostHog someone (Tim or small team lead) will suggest the + first assignment. + +## Suggested learning roadmap + +1. [Setup your local dev environment](https://posthog.com/docs/developing-locally) +2. Ask your [PostHog Buddy](https://posthog.com/handbook/people/onboarding#posthog-buddy) for a product walk-thru. It's important to get to know the product you are building. I recommend doing this before you become deeply involved in it's internal design. This is a great time to view our product through the eyes of our users. +3. [Review PostHog Project Structure](https://posthog.com/docs/project-structure) +4. Learn [React](https://reactjs.org/docs/hello-world.html), [Redux](https://redux.js.org/introduction/core-concepts), and [Kea](https://kea.js.org/docs/introduction/what-is-kea) - If you're experienced with frontend frameworks I suggest going directly to Kea. +5. Take a brief overview of [Python](https://learnxinyminutes.com/docs/python/). +6. Complete [Django Tutorial 1-5 of 7 parts, skip 6+](https://docs.djangoproject.com/en/3.1/intro/tutorial01/). If you're interested in learning more about Django, pick a copy of [Django book](https://www.feldroy.com/products/two-scoops-of-django-3-x). The company will happily pay for this since they [believe in training us to do our jobs with excellent](https://posthog.com/handbook/people/training). Great place to work, right? + +**[Next: Developer Workflow](developer-workflow)** + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/getting-to-know-posthog.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/getting-to-know-posthog.md new file mode 100644 index 0000000..95a1540 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/getting-to-know-posthog.md @@ -0,0 +1,22 @@ +--- +title: 2. Getting To Know PostHog +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +It's surprising how enjoyable and calming learning about PostHog's people can be. +You'll find [all their bios here](../../people/team). It's well worth your time! + +### PostHog via James Hawkins, CEO + +Additionally, James put together some great YouTube videos. I watched them all. + +- [Why we built our business in the first place](https://www.youtube.com/watch?v=TIxxIEEvczM) +- [Open Source is Eating SaaS](https://www.youtube.com/watch?v=bh3j_9jVeqg) +- [How we raised a $3M seed round a few weeks after starting our open source project](https://www.youtube.com/watch?v=lJ41-95Ey3w) +- [Open source business models - your choices and how PostHog makes money](https://www.youtube.com/watch?v=L1Ovbzs7vyo) +- [We've never met each other in real life. How we designed PostHog for remote work from day one.](https://www.youtube.com/watch?v=rRwzJiljpSA) +- [Coffee + iPads + Feedback = A day in the of PostHog's graphic designer](https://www.youtube.com/watch?v=xlODCLrZyvM) by Lottie (helpful to see the design side of PostHog) + + **[Next: Getting started](getting-started)** diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/introduction.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/introduction.md new file mode 100644 index 0000000..49c9a3f --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/introduction.md @@ -0,0 +1,75 @@ +--- +title: 1. Beginner's Guide +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## Introduction + +The *Beginners Guide* started as a project to help me and others get up to speed on PostHog's tech stack. +I also wanted to include bits of advice to make the process encouraging to make working on PostHog even better. +I needed this approach personally since I've been hardcore programming in other languages and tech stacks +for years so most of PostHog's tech stack was newish to me. + +## Consider your learning style + +Some people like to jump in and go. Some people like to read the docs. I'm the latter. Another way of saying it +that I'm a holistic learner. My plan was to spend part of the time accomplishing work given to me and part +of the time on intentional education. The point is to know your own learning style so that you can be effective. +To that end, if you're a get started now type, you'll appreciate the +[getting started section](getting-started). + +It's also important to note that whatever you learn needs to be reviewed several times. It doesn't +matter what learning style you have because review is essential to learning from a neuroscience +perspective. If you create small exercises for yourself such as the projects I've created in this repo +you'll do even better. The good news is that this process doesn't take up an extraordinary amount of time. + +## A word about mindset + +> You get more than you give. + +My mindset is one of wanting to get the most out of life. For me, in part, that +means being excellent and taking full ownership of my career. Learning new +material can be overwhelming not to mention difficult. But remember this: +*it's worth it*! Investing in yourself makes for a better, more capable +version of you. Therefore, trust the difficult process of learning and elevate +your skills. The future you will thank you for your hard work. + +If you get discouraged come back to this section. + +## What has helped me personally + +First thing to remember: starting a new job is like beginning a book in the middle of a +series where the characters are well-formed, and the story is far along. It's fair to say, +you have no idea what is going on. You can read words and understand but not understand +why they are being said. There our goal is to *develop a solid mental model for the codebase*. + +> “You don’t care about the answer until you have the question.” - Unknown + +- On my first day, I was given an assignment to work on. It began the process of showing me what I needed to learn. Struggling to complete the assignment helped me to *have the question* from the quote above. +- Reading the [project structure doc](/docs/project-structure) +- Browsing the [issues in GitHub](https://github.com/PostHog/posthog/issues) by playing with the various labels. This helped me get a better feel for PostHog's communication style and open-mindedness. +- Pairing with Tim & Eric. They used devtools to examine network traffic, console.log, and I was able to ask specific questions. It was basic stuff and reminded me to use the basic tools I've been using for years. I guess the anxiety of a new job confused my brain a little. +- Reading the kea docs. This is *clutch* to understand the frontend. It's a rather nice library but you won't make progress without understanding Kea. +- Creating a simple app with create-react-app with typescript support `yarn create react-app learn-kea-typescript --template typescript` + +> "Take care of yourself. There's no need to burnout in the first month." - Eltje + +- Eltje encouraged me to take care of myself, so I did. + +> "So, what?!" - [Dare: The New Way to End Anxiety and Stop Panic Attacks](https://www.amazon.com/Dare-Anxiety-Stop-Panic-Attacks/dp/0956596258/) where "D" stands for defuse the anxiety by considering the worst and saying so what. + +- Often I felt anxious about my daily contributions. Using the quote above really helps deal with this kind of anxiety. So what if I fail to deliver these assignments timely?! I'm an expert and in time I'll be a great asset to PostHog. +- Additionally, it's important to remember to trust the process. Being new (bad) at something isn't a great feeling initially until you realize that it's a part of the process. Soon you'll be good. It's better to reframe and remember that you only get to have new eyes once. Plus, it's fun to learn new things. + +> "When you are working, close your email and slack. No one is watching to see if you are online. In fact, it's the opposite." - Tim, CTO + +- Tim told me this on the first or second day, and it was liberating. It allowed me to think of my role as a true `async` open-source contributor. Do what needs to be done so that you can be the most effective. + +> Read the docs + +- For my learning style, this has been a **must**. I'm keeping a list of resources for learning I've used. +- I also spent time creating projects as you see in this repo which helped me consolidate the knowledge I was gaining. + +**[Next: Getting to know PostHog](getting-to-know-posthog)** diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/django.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/django.md new file mode 100644 index 0000000..b29c1ec --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/django.md @@ -0,0 +1,32 @@ +--- +title: Our Notes On Django +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## Start here + +If, like me, you haven't worked with Django before, the best place to start with is +[Writing your first Django app](https://docs.djangoproject.com/en/3.1/intro/tutorial01/) +from the official Django website. This gives you a quick understanding of the major +parts of Django without needing to read an entire book to get it. + +## Useful Django commands + +- `django-admin startproject mysite` - creates Django project +- `python manage.py runserver` - starts Django web server (optionally add a port at the end `8080`) +- `python manage.py startapp polls` - creates Django app in project +- `python manage.py makemigrations polls` - creates migration scripts in migrations folder +- `python manage.py sqlmigrate polls 0001` - shows SQL that will run for this migration but doesn't perform it +- `python manage.py migrate` - performs all migrations +- `python manage.py shell` - puts you in a Django ORM shell to play with the models on the command-line +- `python manage.py createsuperuser` - creates super user for django admin app which comes by default with all Django projects, url `/admin` +- `python manage.py test polls` - run tests for polls app + +## Useful resources +- [Writing your first Django app](https://docs.djangoproject.com/en/3.1/intro/tutorial01/). I recommend + reading Parts 1-5 of the 7 parts, skip 6+ since they are not relevant to PostHog. We do use Django built-in testing so part 5 is required reading. +- [Two Scoops of Django (e-book)](https://www.feldroy.com/products/two-scoops-of-django-3-x) + +**[Back: Technologies to learn](../technologies-to-learn)** \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/docker.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/docker.md new file mode 100644 index 0000000..fb6e8c3 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/docker.md @@ -0,0 +1,103 @@ +--- +title: Our Notes On Docker +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## Docker Nomenclature and Notes + +- `Docker Image` - the actual package, **artifact** which can be shared with others, docker images are built in layers via Dockerfile +- `Docker Container` - a *running* instance of a docker image, file system is virtual, contains a port for communication +- Docker run - command which executes *pull* and *start* (only pulls images we do not have locally) +- Docker vs Virtual Machine + - Operating System = Hardware > OS Kernel (layer 1) > Applications (layer 2) + - Docker = Virtualization of applications (layer 2) + - Virtual Image = Virtualization of OS (layer 1) + - Benefits of Docker = images are much smaller, runs faster + - Benefits of VM = you can run different OS (Windows on Linux) since it has it's own OS Kernel +- Docker Port vs Host Port + - Multiple containers may use the same port + - Bind host port to docker port, i.e. host 3000 -> docker 3000, host 3001 -> docker 3000 +- `Docker Compose` + - Configuration file specifying *docker commands* to make it easier to work with + - Automatically handles creating a common *docker network* + - Docker compose is usually installed with docker so you already have it +- `Docker Volumes` + - Provides data persistence between host machine and docker containers + - The data between volumes is replicated between the host and docker container volumes + - 3 docker volume types: specified, anonymous, and named volumes, named volumes on the host are managed by docker + - Production should use *named volumes* + - Container Mongodb = /data/db + - Container MySQL = /var/lib/myself + - Container Postgres = /var/lib/postgres/data + - Host Windows = C:\ProgramData\docker\volumes + - Host Linux = /var/lib/docker/volumes/[hash]/_data + - Host Mac = /var/lib/docker/volumes/[hash]/_data + - `screen ~/Library/Containers/com.docker.docker/Data/com.docker.driver.amd64-linux/tty` add access linux VM on mac where data is stored, `ctrl + a + k` to exit screen session + +## Basic commands + +- `docker pull` downloads a docker image locally +- `docker images` shows a list of local docker images and their sizes +- `docker run` run a docker container, it's two commands in one *docker pull* and *docker start* +- `docker run -d` runs the docker container in *detach mode* +- `docker run -p` binds the container to host port i.e. *-p6000:6370*, *-p [host]:[container]* +- `docker run --name` give the container a name so that you do not need to use the SHA +- `docker run -d -it python` runs python images in *interactive terminal* mode +- `docker run -e` runs an image with an environment variable +- `docker run -net` specify a docker network to run within +- `docker start` start a container, retains the settings from the run command +- `docker stop` - stops a container +- `docker ps` shows *running* containers +- `docker ps -a` shows *running and not-running* containers +- `docker logs` shows the *standard output* of the *running* container +- `docker logs -f` follow the *standard output*, similar to *tail -f* +- `docker exec -it` runs the container with interactive terminal +- `docker network ls` shows a list of the internal docker network +- `docker network create` create a docker network +- `docker build -t my-app:1.0 .` builds an image from a *Dockerfile* in the current directory +- `docker rm` removes a docker container which you need to do before docker rmi +- `docker rmi` removes a docker image, i.e. docker rmi my-app:1.0 +- `docker run -v` mounts host filesystem to docker container filesystem + +## Docker Compose + +- `docker-compose -f mongo.yaml up` pulls, starts, and creates container network +- `docker-compose -f mongo.yaml up -d` runs containers in *detached mode* +- `docker-compose -f mongo.yaml down` stops container, removes container, and stops container network + +## First Dockerfile + +```docker +FROM python:3.9-alpine3.13 + +RUN apk add bash nodejs + +COPY hello.* / + +CMD ["bash"] +``` + +## First commands + + - `docker build .` builds the container + - `docker run --name [name] [sha]` installs the container + - `docker run -it --name [name] [sha]` installs the container and starts in interactive mode + - `docker ps` shows all the running containers + - `docker ps -a` shows all the running and exited containers + - `docker stop [name]` stop container + - `docker start -ai [name]` start container interactively + - `docker rm [name]` removes container + + ## Resources + + - [Creating your first Dockerfile, image and container](https://www.youtube.com/watch?v=hnxI-K10auY) great place to start + - [Docker Tutorial for Beginners [FULL COURSE in 3 Hours]](https://www.youtube.com/watch?v=3c-iBn73dDE) most helpful + - [Docker For Beginners: From Docker Desktop to Deployment](https://www.youtube.com/watch?v=i7ABlHngi1Q) + + ## Related Resources + + - [Kubernetes Tutorial for Beginners FULL COURSE in 4 Hours](https://www.youtube.com/watch?v=X48VuDVv0do) To manage distribution of contains across many servers + +**[Back: Technologies to learn](../technologies-to-learn)** \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/kea.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/kea.md new file mode 100644 index 0000000..8bbf4e6 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/kea.md @@ -0,0 +1,89 @@ +--- +title: Our Notes On Kea +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## Actions + +- All code lives inside `logic` which is created with `kea({ ... })` +- Files are typically named `[name]Logic.js|ts` +- `import { useActions } from 'kea'` provides access to action all functions +- All operations start from `actions` +- The mental model for actions is that of *event capturing*, they signal intent +- Sample action: `increment: (amount) => ({ amount })` +- **Actions** map to `reducers` and `listeners` to perform operations +- Actions can invoke several reducers if the name of the action maps to multiple reducers +- Actions defined with `someActions: true` are actions with no arguments + +## Reducers + +- Reducers define `state` and `operations` on that state. +- `import { useValues } from 'kea'` provides access to the state +- Sample reducers: `counter: [0, { increment: (state, { amount }) => state + amount}]` +- Notice how increment is the same name as the action +- Reducers should never mutate the state directly, they must be pure functions + +## Listeners + +- Listeners are how you do `side-effects` and async calls to load data +- Listeners may invoke other actions via `actions`, example: `listeners: ({ actions, values }) => ({ ... })` +- Listeners are `async` functions +- Notice we have access to actions and values in the listeners functions +- *Set this or that* is better done by reacting to actions + +## Loaders + +- Available via the `kea-loaders-plugin` +- Encapsulates the pattern of action > listener > loading > success | failure +- Example: `users: [[], { loadUsers: async () => await api.get('users') }]` + +## Selectors + +- Selectors handle mapping data across reducers +- Similar to computed values in Vue + +## Values + +- `import { useValues } from 'kea'` +- You can access values frorm React with useValues or from listeners via listeners function + +## Input objects vs functions + +- Any of kea's built-in primitives: actions, reducers, listeners, etc. may be declared with an object or function +- Functions are invoked lazily +- Functions are passed 1 argument which can be destructured for actions and values +- Use objects first then functions as you need them + +## Props + +- Using kea logic as a function allows you to pass in props which are available as destructured props for primitive key functions + +## Keyed logic + +- If you give your logic a key, you can have multiple independent copies of it. The key is derived from props +- Example: `key: (props) => props.id` + +## Breakpoints + +- Serves as a debounce function or out of order network calls + +## Events + +- Handles lifecycle events + +## Defaults + +- Allows you to specify default values instead of doing them in the reducers +- Defaults may be a function as well to calculate the default values + +## Connecting kea logic together + +- You may [connect logics together](https://kea.js.org/docs/guide/additional#connecting-logic-together) + +## Useful resources + +- [Kea](https://kea.js.org/docs/introduction/what-is-kea) + +**[Back: Technologies to learn](../technologies-to-learn)** diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/python.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/python.md new file mode 100644 index 0000000..d593cc1 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/python.md @@ -0,0 +1,53 @@ +--- +title: Our Notes On Python +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +Along with reading about any given programming language it's necessary to use that +knowledge. I've prepared exercises that will help you use the knowledge you are +learning. + +Start by reading [Python via Learninyminutes](https://learnxinyminutes.com/docs/python/) +then work to complete the exercises below. + +## 1. Fibonacci + +You can learn about the [fibonacci here](https://en.wikipedia.org/wiki/Fibonacci_number). Fibonacci +sequence means each number is the sum of the two preceding ones, starting from 0 and 1. + +The sequence looks like this `0, 1, 1, 2, 3, 5, 8, 13, 21, 34, 55, 89, 144...` + +**Exercise: Calculate the fibonacci sequence up to 100** + +## 2. Invictus text processing + +1. Read [invictus.txt](https://raw.githubusercontent.com/buwilliams/learn-posthog/main/docs/exercises/02_invictus.txt) into a string +2. Split the string an array of words and print them out +3. Correct words with invalid characters and print the cleaned words out +4. Create an array of maps of all unique words and how many times they occurred +5. Sort the array of maps by the number of times they occurred in descending order +6. Convert the code into a class, implement interfaces and type checking if applicable + +## More exercises + +- [Programming Problems](https://adriann.github.io/programming_problems.html) + +## Create your own exercises + +One interesting strategy is to: + +1. Buy/find a programming book you're interested in. +2. As your read, create an exercise for that chapter. +3. Code the exercise that you created before moving on. +4. Rinse and repeat until you've finished the book. + +By creating the exercise and solving it, you'll learn better than if you just read the chapter. +Remember that many programmers are lazy and are unwilling to put this kind of effort. You'll +be light years ahead of your peers as you apply yourself. + +## Useful resources +- [Python via Learninyminutes](https://learnxinyminutes.com/docs/python/) + +**[Back: Technologies to learn](../technologies-to-learn)** \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/react.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/react.md new file mode 100644 index 0000000..66628a0 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/react.md @@ -0,0 +1,116 @@ +--- +title: Our Notes On React +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +The [React docs](https://reactjs.org/docs/getting-started.html) are great for getting from zero to one. + +## Hooks + +I found hooks somewhat counterintuitive at first, but they're very powerful once you grasp them. Refer to the [Rules of Hooks](https://reactjs.org/docs/hooks-rules.html). - @samwinslow + +1. Only call from the top level of a functional component +2. Do not call outside a functional component or from plain JS (you can call from custom hooks) + +### useState + +Uses destructured array assignment syntax + +`const [value, setValue] = useState(initialValue)` + +An updater function can be passed to the setter so that multiple updates can be called in sequence, or to merge-update the state via spreading if it's an object. The updater is a pure function which takes previous state and returns next. + +```jsx +// bad +setValue(value + 1) +setValue(value + 1) + +// good +setValue(value => value + 1) +setValue(value => value + 1) +``` + +In general, derive data while rendering rather than storing derived values in state (e.g. filtering local data). However, if expensive filtering or join operations are to be performed and/or the component re-renders frequently, a memoized state management library might be better. + +### useEffect + +Takes a callback function which may have (potentially global) side effects. Runs on every re-render by default. + +```jsx +function EffectExample() { + const [value, setValue] = useState(initialValue) + + useEffect(() => { + document.title = `The value is now ${value}` + }) + + return ( +
+

{value}

+ +
+ ) +} +``` + +The rendered value is not a special data binding that causes it to listen. It is merely a reflection of a new value rendered as a result of calling the setter. + +Can return a cleanup function from the effect and declare when it should run + +```jsx +function ApiStatus({ service }) { + const [isOnline, setOnline] = useState(null) + + const { id } = service + useEffect(() => { + const handleStatusChange(status) => { + setOnline(status.isOnline) + } + SomeApi.subscribe(id, handleStatusChange) + + return () => SomeApi.unsubscribe(id, handleStatusChange) + }, [id]) // Only run when `id` changes (sync to state) + + // rendering +} +``` + +### useLayoutEffect + +Same as `useEffect`, but runs callback synchronously during commit lifecycle phase + +### useMemo + +Recalculates value only when dependencies change + +### useCallback + +Updates callback function reference when dependencies change + +### useRef + +Mutable ref used to access returned child. + +- Persists between renders +- Default: `{ current: null }` +- Plain object; mutating does not trigger re-renders + +### Custom Hooks + +Listeners and API connections can be extracted to a custom hook and reused + +Examples from popular libraries: + +- React-Redux: `useSelector`, `useDispatch` +- React-Router: `useHistory`, `useLocation`, `useParams` +- `useFormState` + +## Useful resources + +- [Dan Abramov - A Complete Guide to useEffect](https://overreacted.io/a-complete-guide-to-useeffect/) +- [Mark Erikson - A Complete Guide to React Rendering Behavior](https://blog.isquaredsoftware.com/2020/05/blogged-answers-a-mostly-complete-guide-to-react-rendering-behavior/) + +**[Back: Technologies to learn](../technologies-to-learn)** + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/typescript.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/typescript.md new file mode 100644 index 0000000..79c717b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/notes/typescript.md @@ -0,0 +1,23 @@ +--- +title: Our Notes On TypeScript +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +The best way to learn TypeScript is to read introductory material then get hands on with exercises. + +## Exercises + +You can complete the exercises on the [TypeScript Playground](https://www.typescriptlang.org/play) + +You can use the same [exercises for Python](python) as starting place. + +## Great places to learn + +- [TypeScript via learnxinyminutes](https://learnxinyminutes.com/docs/typescript/) +- [TypeScript in 5 minutes](https://www.typescriptlang.org/docs/handbook/typescript-in-5-minutes.html) +- [TypeScript Handbook](https://www.typescriptlang.org/docs/handbook/intro.html) + +**[Back: Technologies to learn](../technologies-to-learn)** + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/technologies-to-learn.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/technologies-to-learn.md new file mode 100644 index 0000000..bac9f02 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/beginners-guide/technologies-to-learn.md @@ -0,0 +1,33 @@ +--- +title: 5. Technologies To Learn +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +Each of the links below will send you to the best resources for learning I found. As I went through learning the +various technologies, I took notes. Below you'll find all the notes that I took along with resources I felt were +particularly useful. I'd suggest using *our notes* links as you would a cheatsheet. + +## Backend + +- [Python](https://www.python.org/) ([our notes on Python](notes/python)) +- [Django](https://www.djangoproject.com/) ([our notes on Django](notes/django)) +- [Django Testing](https://docs.djangoproject.com/en/3.1/intro/tutorial05/) +- [Pytest](https://docs.pytest.org/en/stable/getting-started.html) +- [Clickhouse](https://clickhouse.tech/) (enterprise database) +- [Celery](https://docs.celeryproject.org/en/stable/) (we use Redis as Celery's message broker) +- [Docker](https://www.docker.com/) ([our notes on Docker](notes/docker)) + +## Frontend + +- [React](https://reactjs.org/docs/hello-world.html) ([our notes on React](notes/react)) +- [Redux](https://redux.js.org/introduction/core-concepts) +- [Kea](https://kea.js.org/docs/introduction/what-is-kea) ([our notes on Kea](notes/kea)) +- [TypeScript](https://www.typescriptlang.org/) ([our notes on TypeScript](notes/typescript)) + +## Useful tech + +- [Tmux](https://github.com/tmux/tmux/wiki) +- [Fish](https://github.com/fish-shell/fish-shell) +- [Zsh](https://github.com/ohmyzsh/ohmyzsh) \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/bug-prioritization.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/bug-prioritization.md new file mode 100644 index 0000000..7301f87 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/bug-prioritization.md @@ -0,0 +1,57 @@ +--- +title: Bug Prioritization +sidebar: Handbook +showTitle: true +--- + +## User experience degradation + +When bugs are reported it's critical to properly gauge the extent and impact to be able to prioritize and respond accordingly. These are the priorities we use across the entire engineering org, along with the relevant labels to quickly identify them in GitHub. + +> Please always remember to tag your issues with the relevant priority. + + + + + + + + + + + + + + + + + + + + + + + +
GitHub LabelDescription
P0Critical, breaking issue (page crash, missing functionality)
P1Urgent, non-breaking (no crash but low usability)
P2Semi-urgent, non-breaking, affects UX but functional
P3Icebox, address when possible
+ + + + + +## Security issues + +Security issues, due to their nature, have a different prioritization schema. This schema is also in line with our internal SOC 2 related policies (Vulnerability Management Policy). When filing security-related GitHub issues, remember to attach label `security` and the appropriate priority label. More details on filing can be found in the [README](https://github.com/PostHog/product-internal#README) of the `product-internal` repo. + +
+Security issue information should not be made public until a fix is live and sufficiently (ideally completely) adopted. +
+ +PostHog security issues include a priority (severity) level. This level is based on our self-calculated CVSS score for each specific vulnerability. CVSS is an industry standard vulnerability metric. You can learn more about CVSS at [FIRST.org](https://www.first.org/cvss/user-guide) and calculate it using the FIRST.org [calculator](https://www.first.org/cvss/calculator/3.1). + +| GitHub Label | Priority Level | CVSS V3 Score Range | Definition | Examples | +|---|---|---|---|---| +|**security-P0**|Critical|9.0 - 10.0|Vulnerabilities that cause a privilege escalation on the platform from unprivileged to admin, allows remote code execution, financial theft, unauthorized access to/extraction of sensitive data, etc.|Vulnerabilities that result in Remote Code Execution such as Vertical Authentication bypass, SSRF, XXE, SQL Injection, User authentication bypass| +|**security-P1**|High|7.0 - 8.9|Vulnerabilities that affect the security of the platform including the processes it supports.|Lateral authentication bypass, Stored XSS, some CSRF depending on impact| +|**security-P2**|Medium|4.0 - 6.9|Vulnerabilities that affect multiple users, and require little or no user interaction to trigger.|Reflective XSS, Direct object reference, URL Redirect, some CSRF depending on impact| +|**security-P3**|Low|0.1 - 3.9|Issues that affect singular users and require interaction or significant prerequisites (MitM) to trigger.|Common flaws, Debug information, Mixed Content| + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/common-issues.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/common-issues.md new file mode 100644 index 0000000..55eef75 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/common-issues.md @@ -0,0 +1,13 @@ +--- +title: Common Issues +sidebar: Handbook +showTitle: true +--- + +A page to host big issues raised by users (rather than small bugs) that we have certain answers for. + +### Shopify Event-Logging "Bug" + +Admin users who have PostHog setup for Shopify may experience their events being logged for another user. + +This is not an issue with PostHog. Rather, this is due to a feature Shopify offers where it stores all the session data and lets you browse your website as if you were your client with all their cookies and local/session storage. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/development-process.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/development-process.md new file mode 100644 index 0000000..9f12569 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/development-process.md @@ -0,0 +1,75 @@ +--- +title: Development Process +sidebar: Handbook +showTitle: true +--- + +> _**Note:** This guide is aimed at people who work for PostHog. If you want to contribute, [see our Contributing Guide](/docs/contributing)._ + +
+ +Any process is a balance between speed and control. If we have a long process that requires extensive QA and 10 approvals, we will never make mistakes because we will never release anything. + +However, if we have no checks in place, we will release quickly but everything will be broken. + + +## 1. How to Decide What to Build + +There are 3 places that work comes from. + +- Issues/bugs (raised by the community or us) +- [Roadmap](/handbook/strategy/roadmap) +- "This should be better" + + +## 2. Sizing a Task + +When picking up a task, it should be doable in a day, including code review and QA. If it's not, you need to break it down into smaller chunks until it is. Tasks of this size are easy to test, easy to deploy, less likely to cause merge conflicts, and should still deliver some kind of value. + +Even if you're contributing, this is helpful as it means you'll be able to contribute to PostHog faster. + +## 3. Writing Code + +We're big fans of Test Driven Development (TDD). We've tried to create test infrastructure that helps you rather than annoys you. If that isn't the case, please raise an issue! Keeping tests on point is a high priority to keep developer productivity high. + +Other than that, you know what to do in this section. + +## 4. Creating a PR + +To make sure our issues are linked correctly to the PRs, you can tag the issue in your commit. + +```bash +git commit -m "Closes #289 add posthog logo to website" +``` + +## 5. Code Review + +When we review a PR, we'll look at the following things: +- Does the PR actually solve the issue? +- Does the solution make sense? +- Will the code perform with millions of events/users/actions? +- Are there tests and do they test the right things? +- Are there any security flaws? + +Things we do not care about during review: +- Syntax. If we're arguing about syntax, that means we should install a code formatter + +See: [How we review](/handbook/engineering/how-we-review). + +## 7. Merging + +Merge anytime. Friday afternoon? Merge. + +Our testing, reviewing and building process should be good enough that we're comfortable merging any time. + +## How to Test + +See: [How to test](/docs/contributing#testing). + +## How we Review + +See: [How we review](/handbook/engineering/how-we-review). + +## How to release a new version + +See: [Release new version](/handbook/engineering/release-new-version). diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/how-we-review.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/how-we-review.md new file mode 100644 index 0000000..f58450a --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/how-we-review.md @@ -0,0 +1,46 @@ +--- +title: How We Review PRs +sidebar: Handbook +showTitle: true +--- + +Almost all PRs made to PostHog repositories will need a review from another engineer. We do this because, almost every time we review a PR, we find a bug, a performance issue, unnecessary code or UX that could have been confusing. + +## How to review + +1. Have a flick through the code. + - What to look for: + - Code that does the wrong thing or will produce bugs + - Code that you think will cause performance issues + - Are there tests for all of the new functionality, and do they test the right thing? + - Any security issues or project leakage? + - Is the code properly instrumented to allow tracking of every relevant action (i.e. all the relevant frontend elements have unique and helpful `data-attr`s, and there are backend events where appropriate)? + - What _not_ to look for: + - Formatting issues (prettier should handle this, raise a PR to fix that) + - "I would have done it differently" (Unless the code is completely incomprehensible or unreadable, or will cause us massive harm long term - as long as it works, it's good enough.) + +2. Open the review app or check the branch out locally. + - What to look for: + - Bugs in the new functionality (if you're reviewing the insights page, make sure you try breakdown, cohorts, filters, different time frames etc) + - Confusing UX + - Confusing wording + - Backend tracked events not being fired properly or with an incorrect payload. + - Should the code be behind a feature flag? + - If the code is behind a feature flag, do all cases work properly? (in particular, make sure the old functionality does not break) + - Are we building the right thing? (We should be willing to throw away PRs or start over) + - Don't be shy here - try to break it! + - What not to look for: + - Issues _not_ related to this PR. Create a new issue for those. + +The emphasis should be on getting something out quickly. Endless review cycles sap energy and enthusiasm. + +## Setting up Heroku Test Environment + +1. Go to the pull request you want to QA on. +2. Go to the Heroku test environment. + Check/do the following: + 1. If the environment was already deployed, it should say "This branch was successfully deployed" + 1. If it says ‘This branch was not deployed’ go to the Heroku pipeline and click ‘Create review app’ + 1. If the PR was submitted from a fork, you'll need to test the changes locally. +3. Open the app, create a new account, and start testing! + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/onboarding-customer.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/onboarding-customer.md new file mode 100644 index 0000000..bc3b64c --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/onboarding-customer.md @@ -0,0 +1,54 @@ +--- +title: Onboarding Customers +sidebar: Handbook +showTitle: true +--- + +A lot of people want to set up PostHog on their own without talking to anyone, and we'll make sure that path is as optimised as possible. However, sometimes it's more efficient/better to talk to one of us over a call. + +Our user notes are not shared publicly. [Read them here](https://docs.google.com/document/d/1gJlsUDrlW7ur8zT5scqRvXZhapm_0JdvKGiw68Iyx9E/edit#heading=h.q9lg9hgl34g2). + +A standard structure you could maintain while doing that call is: + +## 1. Introductions / Find Out About Their Business + +1. Make sure you introduce yourself and check it's ok if you take notes. +1. Introduce PostHog: "We're open-source product analytics. Think Mixpanel or Amplitude, but with full control over your data and focused on engineers" +1. Ask questions about their business: + - Why did they reach out in the first place? + - What are their main goals/most important metric for this quarter/batch/year? + - Are they familiar with other product analytics tools? Are they using any right now? + - What stage is their company at - do they have users, are they about to launch, are they trying to expand? + - How does their app work? + - Where does the app live? Website, online app, mobile app, backend? + +## 2. Demo + +Share your own screen and wizz through a demo of PostHog. The following order tends to work best: + +1. Tell them the big picture of how the demo will work "I am going to show you two main things - how we collect data and what we help you do with it" +1. Go to /events, show raw events coming in and explain how we're different from Mixpanel/Amplitude as we track all clicks, which means no `posthog.track()` calls necessary +1. Go to /trends, show filtering by url, DAU, breakdown by initial domain referrer, anything else they ask for. It's a good opportunity to share some knowledge e.g. how to understand where traffic is coming from (UTM tags or referring domain) +1. Go to /funnels, explain how those work and that PostHog specifically allows you to see each user that goes through the funnel, rather than aggregates +1. Go to /people/retention and explain how the Retention table works +1. Show off the Toolbar using the "Launch Toolbar" button +1. Explain Feature Flags +1. Go to Default Dashboard +1. Optional: show paths +1. Ask if any questions + +## 3. Setup + +Flip it around and ask them to share their screen. + +0. If they haven't setup PostHog yet, walk them through and help them install the snippet on their website (and anywhere else necessary) +1. Based on the questions from Section 1, set up relevant dashboards for them. + - DAUs are already there, but they might want a /trends view split out by different pages. Have them add that to default dashboard. They may also want to see where traffic is coming from as a separate item in trends to add to the dashboard. + - Have them create an action for a click on their CTA on the home page + - Create a funnel with two steps: pageviews and the CTA action +1. (Optional) if they have an app, help them set up `identify` calls correctly +1. Ask if there any questions + +## 4. Conclusion + +1. Ask them to join our Slack group (and send an email right after!) diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/release-new-version.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/release-new-version.md new file mode 100644 index 0000000..13fed0b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/release-new-version.md @@ -0,0 +1,58 @@ +--- +title: Releasing a New Version +sidebar: Handbook +showTitle: true +--- + +At the moment, we release a new version every two weeks ([unless it makes sense not to!](/blog/we-ship-whenever)). This might change in the future. + +## Version Numbers + +Every week we up the 'minor' in `major.minor.patch`. At the moment, we're at version 1 for major. This will only change once we have released sufficient functionality under stage 2 of [our Roadmap](/handbook/strategy/roadmap/). + +Hopefully we will not have to do many patch versions, but if between versions we discover a breaking bug, we will. + +## Timeline + +Three days before we release, on Monday, we institute a code freeze. We branch master into release-[version] and deploy that to our production environment (app.posthog.com). Only bugfixes are allowed to be merged into this branch (and thus put on production) between Monday and the release going out. This gives us about three days to test if this release has any bugs. + +## Checklist + + Figure out what's updated in this release + - `git checkout release-[version]` + - `git log --pretty=format:%s [old-version]..head` + +
+ + Write up the PostHog Array [blog post](/handbook/growth/marketing/posthog-array) + + Copy from PostHog Array and write up the changes into `CHANGELOG.md` following the structure of the previous release + - `git add CHANGELOG.md` + - `git commit -m "Changelog version 1.7.0"` + +
+ + + Update the `VERSION` in `posthog/version.py` + - `git checkout release-[version]` + - `git add posthog/version.py` + - `git commit -m "Bump version [version]"` + +
+ + Tag the version + - `git tag -a [version] -m "Version [version]"` + - `git push origin head --tags` + + +Once a new Docker image has been built (see [Docker Hub](https://hub.docker.com), password in 1password) for the new version, open the [charts](https://github.com/PostHog/charts) repo and make the changes: + +1. Edit the **two** Chart files: [Chart.yaml](https://github.com/PostHog/charts/blob/master/charts/posthog/Chart.yaml) and [ChartV3.yaml](https://github.com/PostHog/charts/blob/master/charts/posthog/ChartV3.yaml), in both: + - Bump `appVersion` to the latest app version (same number as on the docker image). + - Bump `version` (chart version) patch number, unless making big changes to the chart itself. Lesson learned: this can only be `x.x.x`. It can't have a fourth part. +2. Change the docker tag in [values.yaml](https://github.com/PostHog/charts/blob/master/charts/posthog/values.yaml#L6) to point to [the latest tag](https://hub.docker.com/r/posthog/posthog/tags?page=1&ordering=last_updated). +3. `git commit -m 'Bump PostHog app version to 1.0.XX, release chart version 1.0.YY'` +4. `git tag -a 1.0.YY -m "Version 1.0.YY"` +5. `git push && git push origin head --tags` + +Finally to bump the `latest-release` docker image, log to [hub.docker.com](https://hub.docker.com/repository/docker/posthog/posthog/builds) and configure a new automatic build. Set the docker tag to `latest-release` and the source to the tag `1.XX.YY`. Delete any older tag with the same name if present and click "save & build" diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/releasing-python.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/releasing-python.md new file mode 100644 index 0000000..277e179 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/releasing-python.md @@ -0,0 +1,12 @@ +--- +title: Releasing a New Version (Python Library) +sidebar: Handbook +showTitle: true +--- + +## How to Release +1. Increase `VERSION` in `posthog/version.py` +2. Update `CHANGELOG.md` with a short summary of the changes +3. run `make release` and `make release_analytics` +4. `git commit -am "Release X.Y.Z."` (where X.Y.Z is the new version) +5. `git tag -a X.Y.Z -m "Version X.Y.Z"` (where X.Y.Z is the new version). \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/setup-ssl-locally.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/setup-ssl-locally.md new file mode 100644 index 0000000..80d7b7f --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/engineering/setup-ssl-locally.md @@ -0,0 +1,137 @@ +--- +title: Setup SSL locally +sidebar: Handbook +showTitle: true +--- + +Setting up HTTPS locally can be useful if you're trying to debug hard +to replicate issues (e.g cross domain cookies, etc). + +There are two ways you can get HTTPS locally: + +1. ngrok +2. NGINX and a local certificate. + +The easiest option is to use ngrok. + +## Set up SSL via ngrok + +1. Make sure you [have ngrok installed](https://ngrok.com/download). + +2. Sign up for an ngrok account (or sign in with GitHub) and run `ngrok authtoken ` + +3. Edit `$HOME/.ngrok2/ngrok.yml` and add the following after the line with `authtoken: `: + +``` +tunnels: + django: + proto: http + addr: 8000 + webpack: + proto: http + addr: 8234 +``` + +4. Start ngrok. This will give you tunnel URLs such as https://68f83839843a.ngrok.io + +```bash +ngrok start --all +``` + +5. Copy the HTTPS URL for the tunnel to port 8234 and set it as the value for the `JS_URL` environment variable. Then, start webpack: + +```bash +export WEBPACK_HOT_RELOAD_HOST=0.0.0.0 +export LOCAL_HTTPS=1 +export JS_URL=https://68f83839843a.ngrok.io +yarn start +``` + +6. Use the same URL as the value for `JS_URL` again and start the Django server + +```bash +export DEBUG=1 +export LOCAL_HTTPS=1 +export JS_URL=https://68f83839843a.ngrok.io +python manage.py runserver +``` + +7. Open the HTTPS URL for the tunnel to port 8000. + +**Tips & Tricks** + +If you're testing the Toolbar, make sure to add the ngrok urls to the list on the 'Project Settings' page. + +![Permitted domains](../../images/engineering/toolbar-permitted-ngrok.png) + +Also, watch out, network requests can be slow through ngrok: + +![Network slow with ngrok](../../images/engineering/ngrok-slow.gif) + +## Set up SSL via NGINX and a local certificate + +0. Update openssl if "openssl version" tells you "LibreSSL" or something like that. + +In case `brew install openssl` and `brew link openssl` don't work well, use +`/usr/local/opt/openssl/bin/openssl` instead of `openssl` in the next step. + +1. Create key +``` +openssl req -x509 -newkey rsa:4096 -sha256 -days 3650 -nodes \ + -keyout localhost.key -out localhost.crt -subj "/CN=secure.posthog.dev" \ + -addext "subjectAltName=DNS:secure.posthog.dev,IP:10.0.0.1" +``` +2. Trust the key for Chrome/Safari +``` +sudo security add-trusted-cert -d -r trustRoot -k /Library/Keychains/System.keychain localhost.crt +``` +3. Add `secure.posthog.dev` to /etc/hosts +``` +127.0.0.1 secure.posthog.dev +``` +4. Install nginx (`brew install nginx`) and add the following config in `/usr/local/etc/nginx/nginx.conf` +```nginx + upstream backend { + server 127.0.0.1:8000; + } + server { + server_name secure.posthog.dev; + rewrite ^(.*) https://secure.posthog.dev$1 permanent; + } + + server { + listen 443 ssl; + server_name secure.posthog.dev; + ssl_certificate /Users/timglaser/dev/localhost.crt; + ssl_certificate_key /Users/timglaser/dev/localhost.key ; + ssl_prefer_server_ciphers on; + ssl_session_cache shared:SSL:1m; + ssl_session_timeout 5m; + ssl_ciphers HIGH:!aNULL:!MD5; + location / { + proxy_pass http://backend; + proxy_set_header X-Forwarded-For $proxy_add_x_forwarded_for; + proxy_set_header Host $http_host; + proxy_redirect off; + proxy_set_header X-Forwarded-Proto $scheme; + } + location /static/ { + proxy_pass http://127.0.0.1:8234/static/; + } + } +``` + +5. Add the following command to start nginx +```bash +nginx -p /usr/local/etc/nginx/ -c /usr/local/etc/nginx/nginx.conf +``` + +6. You can stop the nginx server with +```bash +nginx -p /usr/local/etc/nginx/ -c /usr/local/etc/nginx/nginx.conf -s stop +``` + +7. To run local development, use +```bash +bin/start-http +``` diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/customer-support.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/customer-support.md new file mode 100644 index 0000000..0fe7167 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/customer-support.md @@ -0,0 +1,89 @@ +--- +title: Customer Support +sidebar: Handbook +showTitle: true +--- + +## We aim to delight + +You can build a good company by focusing on getting lots of customers. To build a great company, you must delight your existing customers. This means that the journey doesn't simply end once we sign up a user - even more important is to ensure that PostHog is consistently delivering value for them. + +## How we ensure customer delight at PostHog + +### It's easy for customers to reach us + +We have a few different routes for users to contact us. As an open source company, our bias is towards increasing the bandwidth of communication with our users and making it easy for them to reach us. We do not believe in putting up barriers by saying they can only reach us through a dedicated support email address, for example. + +These are the ways in which customers can currently reach us, in order of popularity: + +- **Slack** - our active [PostHog Users Slack](https://posthog.com/slack) community frequently post questions +- **Email** - a user may email hey@posthog.com with a specific support query +- **Papercups** - we provide in-app support chat via the [Papercups](https://papercups.io/) widget +- **GitHub** - sometimes users ask about the progress of [certain issues](https://github.com/PostHog/posthog) that are important to them + +### No dedicated support people + +We intentionally have not hired a single person dedicated to customer support. The direct interaction between our engineering team and our users is _hugely_ valuable, and an important part of building trust in our community is the ability for users to talk directly with the people who are actually building the product. + +Providing support is a responsibility shared across our team - we expect everyone to jump in and help a user if you see they have a question or problem (though obviously not at the same time!) Once you have made the initial contact or response, it is your responsibility to see it through or explicitly hand over to someone else if they are better-equipped to help. + +This does mean sometimes that, especially when we are particularly busy, customer success can take a bit of a back seat. + +This is why, in addition, one person takes on the **Support Hero** role each two week sprint. This is a rotating responsibility, where the person involved spends a significant chunk of their time responding to support queries across Slack, email and Papercups, and sharing that feedback with the team and/or building features and fixes in response. We have found that each stint as Support Hero has thrown up a lot of really valuable feedback. + +### Simple, lightweight tools + +We go to where our users are. That means **we respond in the same channel that they reached out to**, rather than trying to funnel them somewhere else. + +We use [Papercups](https://papercups.io/) as our internal platform to get an overview of our support requests. This ensures that we don't miss anyone, especially when their request is passed from one person to another at PostHog, or if they message us over the weekend. If customer success is part of your role, you should have received an invite to join as part of your onboarding - if you didn't, ask Charles. + +The first time you sign into Papercups, please make sure you include your name and [profile picture](https://posthog.com/handbook/company/team) so our users know who they are chatting to! + +A quick overview of Papercups' main features: + +- _Main conversations view_: when you sign into Papercups, you can either [view all conversations](https://app.papercups.io/conversations/all), or just those [assigned to you](https://app.papercups.io/conversations/me). If you are the first person to respond to a query, you will be automatically assigned that conversation. Don't forget to close a conversation by ticking the box in the top right when you are done, so we know which queries have been resolved! +- _Slack integration (1)_: You can reply directly to PostHog app questions either in the Papercups app itself or in the private _customer support_ channel in the [PostHog Users Slack](http://posthog.com/slack) - both work. +- _Slack integration (2)_: In the PostHog Users Slack, messages posted in the _general_ and _feedback_ channels are also synced with the Papercups app. As above, this means you can reply to users in that Slack channel directly or in Papercups. Please try to reply in a Slack thread to any questions. This makes it easier for other users to navigate the channel without a lot of noise, and also prevents Papercups creating a new conversation for each response (as Papercups treats each thread in Slack as a conversation). +- _Email integration_: Any emails that come into hey@ get synced with Papercups and Slack, so you can reply on either of those platforms, or directly to the email. If you reply via email, please make sure you at least bcc hey@ so we know that someone has responded! +- _Notes_: You can leave a 'Private Note' in the right hand pane in Papercups if you need to make a note of something for future reference, e.g. a relevant GitHub issue. +- _Sharing_: If you click 'Share Conversation' at the bottom of the right hand pane in the Papercups app, you can link directly to a conversation. This is useful for sharing context with other team members. +- _Analytics_: 'Reporting' in the left hand panel shows some interesting analytics, such as how many queries we're receiving, average response time etc. We don't report on these yet as we're still figuring out the best way for us to do support. + +Papercups are an open source company, so if there are any additional features you'd like to see then you can check out their [repo on GitHub](https://github.com/papercups-io/papercups/issues). They are building new features quickly, so it's worth checking in to see what new functionality is available from time to time. + +## Some useful questions to ask + +The below questions are evolving so please add more as they come up! + +### Set up + +- Has the customer logged in? +- Has the customer added their team? +- Are events coming into the platform on a recurring basis? +- Are identify calls being made so user profiles are being created? +- Are additional relevant user properties being sent? +- Has the customer set up actions? +- Has the customer set up funnels? +- Has the customer created or modified a dashboard? +- Has the customer used the toolbar? +- Has the customer gotten PostHog into production? +- If applicable, has the customer removed any test data? +- If applicable, is the customer using feature flags? + +### Training and support + +- Does their team have enough general product analytics experience? +- Has their team received a demo of the product? +- Has everyone on the team used the product at least once? +- Does the customer's team know where to find our use case guides? +- Have we told the customer where to get support? +- Have we set up a joint Slack channel with the customer? + +### Providing more value over time + +- Have we added their whole team to our email newsletter? +- Are we monitoring the customer's usage on a dashboard at a team level? + - Is the customer generally above 80% usage for their current plan? +- Have we set up a quarterly catchup with the customer to talk about roadmap/issues/expansion? + - Has their team had a good experience asking for help or reporting issues to us? +- Is the customer using PostHog on a weekly / monthly basis? diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/blog.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/blog.md new file mode 100644 index 0000000..cc72901 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/blog.md @@ -0,0 +1,61 @@ +--- +title: Blog +sidebar: Handbook +showTitle: true +--- + +The [blog](/blog) is for telling PostHog stories and updates around our product positioning. + +Accessible content with jokes, memes and gifs have done well. + +## Successful Hacker News topics + +A successful post on Hacker News can currently increase traffic by 5-10%. + +Stories about PostHog's early hustling days have done well. + +- Feb 20, 2020 [Launch HN: PostHog (YC W20) – open-source product analytics](https://news.ycombinator.com/item?id=22376732) +- Feb 28, 2020 [Our experience moving to SF to do YC](https://posthog.com/blog/moving-to-sf/) +- Jun 2020 [How we raised $3M for an open source project](https://posthog.com/blog/raising-3m-for-os) +- Jan 2020 [A story about pivots](https://posthog.com/blog/story-about-pivots) + +## Future topic areas + +We want to start writing stories about our team, customers and community. + +To view and contribute blog post ideas join our #ideas-for-blog-post Slack channel. + +Todo: organize the blog post ideas into topic categories and priority list. + +## Publishing + +Submit a PR to [posthog/posthog.com](https://github.com/posthog/posthog.com) with the following content: + +- with a new Markdown file (md, mdx) in `/contents/blog/` +- any assets [optimized]((/docs/updating-documentation)) and added to a new folder under `contents/images/blog/` +- the post added to relevant sidebar in `src/sidebars/sidebars.json` + +Create an annotation on [app.posthog.com](https://app.posthog.com) for the content to track the effect. + +Share the live content with out PostHog Users Slack group first, in the `#editorial` channel. + +Arrange further promotion via the newsletter, social channels and 3rd party communities. + +## PostHog Array + +The PostHog Array is our product release series. + +It's named the PostHog Array, because hedgehogs are collectively known as an *array* of hedgehogs. + +Yakko adds new items to the Array ;) by gathering changes and highlights from PRs and the engineering team. + +Each array includes: +- a community MVP +- a summary of new features, improvements and fixes +- important announcements e.g. deprecations +- detailed overview of each change with an image/video +- community shoutout for other contributors +- open roles +- complete list of PRs included + +Before merging and distributing the release post, check with Tim that the new version has been released. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/community.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/community.md new file mode 100644 index 0000000..ba1f006 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/community.md @@ -0,0 +1,95 @@ +--- +title: Community +sidebar: Handbook +showTitle: true +--- + +See [./](Marketing) for community goals. + +## Replying to the community + +- Be kind, concise and direct +- Do not promise delivery dates +- Ask people to create GitHub issues for bugs and feature requests +- Provide a links to relevant GitHub issues and/or pull requests + +## Discussions + +Questions to consider about the platforms we use: + +- Does it align with our mission and values, e.g. open source and its implications +- Does it exclude people +- How does it compare in terms of accessibility +- How does it compare in terms of ease of use + +### Chat/Forum + +We use Slack for our [community chat](https://posthog.com/slack) and share new content in *#editorial* before other non-Slack channels. + +### GitHub + +Community discussions can take place in GitHub issues and pull requests. + +The engineering team can people in rather than having to following everything. + +### Social + +Speak to James for access. + +**Channels:** + +- [Twitter](https://twitter.com/posthoghq) +- [LinkedIn](https://www.linkedin.com/company/posthog/) +- [YouTube comments](https://www.youtube.com/channel/UCn4mJ4kK5KVSvozJre645LA) + +**Content sources:** + +- Original content from our blog, YouTube, GitHub and other channels +- Reply to discussions on our content +- Engage with wider community topics TBD + +**Communities:** + +Discuss sharing specific content with relevant communities: + +- Startup School +- Hacker News +- Indie Hackers +- Reddit: + - [/r/analytics](https://www.reddit.com/r/analytics/) + - [/r/businessintelligence](https://www.reddit.com/r/businessintelligence/) + - [/r/opensource](https://www.reddit.com/r/opensource/) + - [/r/programing](https://www.reddit.com/r/programing/) + - [/r/python](https://www.reddit.com/r/python/) + - [/r/django](https://www.reddit.com/r/django/) + - [/r/startups](https://www.reddit.com/r/startups/) + - [/r/entrepreneur](https://www.reddit.com/r/entrepreneur/) + - [/r/business](https://www.reddit.com/r/business/) + - [/r/marketing](https://www.reddit.com/r/marketing/) + - [/r/dataisbeautiful](https://www.reddit.com/r/dataisbeautiful/) + +### Events + +Speak to James for access. + +We use Eventbrite to organize events. + +### Contributors + +We created a [contributors platform](https://posthog.com/contributors) to recognize the community's work. + +Merch is automatically awarded to people who contribute to any PostHog repos. + +Notable PRs can be manually tagged with `extra merch` to reward large contributions. + +### Merch + +Speak to James, Yakko or Paolo for access. + +We use Shopify for our [merch store](https://merch.posthog.com). + +Note: a large portion of the vouchers will cover shipping. + +### Orbit + +We use [Orbit](https://app.orbit.love) for community analytics. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/index.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/index.md new file mode 100644 index 0000000..ce94f72 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/index.md @@ -0,0 +1,141 @@ +--- +title: Overview +sidebar: Handbook +showTitle: true +--- + +**The Marketing/Acquisition Team** + +Philosophy: Be kind, concise and direct. + + +## Product positioning + +An **open source product analytics platform** addresses the lack of choice and control amongst disconnected analytics solutions by offering a **unified platform** with **control** over hosting, pricing, source, data, privacy and security. + +**Free PostHog** is positioned to solve product analytics problems for small non-enterprise teams. + +**Enterprise PostHog** is positioned to solve product analytics problems for larger teams and enterprises. + +**PostHog Cloud** is positioned to service clients who need less control. + +**PostHog Self Hosted** is positioned to service clients who need more control. + + +## Target audience + +*Innovative technical teams*, more commonly found in startups, who care about: + +- a unified product analytics platform +- open source +- control: hosting, pricing, source, data, privacy and security + +We will expand to non-technical teams when we have achieved technical awareness saturation. + +### Goal 1: User acquisition + +Increase: + +- Open source self hosted installs + - Tracked in [AARRR dashboard](https://app.posthog.com/dashboard/2973) + - Page views tracked in [Marketing dashboard](https://app.posthog.com/dashboard/2881) +- Premium self hosted leads + - Todo: needs consolidated tracking +- Free cloud signups + - Todo: needs consolidated tracking +- Premium cloud signups + - Todo: needs consolidated tracking + +### Goal 2: Community growth + +Increase: + +- GitHub stars + - Tracked in Orbit +- GitHub contributors + - Tracked in Orbit +- GitHub contributions + - Todo: needs consolidated tracking + - Plugin contributions + - Todo: needs consolidated tracking + +See [Community](./marketing/community) for community function. + +### Requirements + +#### Achieve complete tracking + +Tracking marketing efforts that contribute to acquisition and growth. + +Going beyond marketing, tracking through the funnel to improve targeting. + +#### Reduce effort to contribute + +Reduce the actions, time or complexity for us and our community to contribute. + +#### Reduce acquisition cost + +Reduce cost to acquire users and grow our community. + + +## Functions + +Functions that contribute more to *Acquisition* than another metrics are owned by Marketing. + +Documentation contributes more to *Activation* and *Retention* than *Acquisition*. Marketing is a stakeholder in coverage and completeness. + +*Activation* and *Retention* contribute more to *Referral* than *Acquisition*. + +- Product marketing: + - research: market, competitor + - product positioning + - buyer personas + - messaging: website, careers, channel bios, README.md +- Content marketing: + - [Blog](./marketing/blog): product releases, stories (team, product, customer) + - Audio: audio stories, podcast series + - [Video](https://www.youtube.com/channel/UCn4mJ4kK5KVSvozJre645LA): video stories, vlog series, showcases, tutorials + - [Newsletter](./marketing/newsletter): general, investor + - Handbook: team, culture +- [Community](./marketing/community): + - social: Twitter, LinkedIn + - discussions: Slack, HN, StartupSchool, Reddit + - [onboarding](https://posthog.com/handbook/growth/sales/yc-onboarding): YC startups + - events: online, in-person + - networking: open source, analytics + - sponsorship: open source +- [Press](./marketing/press): + - relationships + - announcements + - media packs +- [Paid](./marketing/paid): + - search + - social + - communities + - newsletters + - websites + - podcasts + - events + - video +- Technical: + - reporting + - tracking + - tooling + - SEO +- Design: + - visual identity + - web properties + - channels + +### Team + +Prioritizing hiring for functions based on acquisition success and capacity in relation to other functions. + +- Product marketing: currently hiring +- Content marketing: Mo +- Community: hiring next +- Press: 2022 +- Paid: 2022 +- Technical: hiring next + +Design provided as a service by the Design team. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/newsletter.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/newsletter.md new file mode 100644 index 0000000..64748cf --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/newsletter.md @@ -0,0 +1,33 @@ +--- +title: Newsletter +sidebar: Handbook +showTitle: true +--- + +Speak to James or Yakko for access. + +We use Mailchimp for our newsletter. + +## Lists + +### Newsletter + +Our general list which grows from: + +- Newsletter signups from the website +- PostHog users who opt-in +- Event attendees + +Sean sends a newsletter after every product release (2-4 weeks) and include a summary of the new version and and recent news. + +We aim to include at least one new blog post in every newsletter. + +Use few links and emojis, and 1-2 images. + +Users are automatically tagged to indicate where they came from e.g. Newsletter Subscribers, Deployed Posthog, Eventbrite, etc. + +### Investors + +List of interested investors. + +James manually manages this list. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/paid.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/paid.md new file mode 100644 index 0000000..5caca12 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/paid.md @@ -0,0 +1,27 @@ +--- +title: Paid +sidebar: Handbook +showTitle: true +--- + +We are running limited ads at the moment and will dedicate more resources after improving product marketing and various metrics. + +Todo: create a database of tactics and success. + +## Platforms + +### Twitter + +We actively use Twitter Ads with a small budget for awareness. + +### Google Ads + +We actively use Google Ads with a tiny budget to capture PostHog search keywords. + +### Reddit + +We've used Reddit for campaigns. + +### LinkedIn + +We've used LinkedIn for campaigns and hiring. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/press.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/press.md new file mode 100644 index 0000000..275de17 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/press.md @@ -0,0 +1,71 @@ +--- +title: Press +sidebar: Handbook +showTitle: true +--- + +## Press enquiries + +Any press-related enquiries should be directed to press@posthog.com. Only James, Tim or Charles should be talking to the press on PostHog's behalf. If someone from the press approaches you, please raise with one of them in the first instance. + +## Managing press releases + +From time to time, we may have significant company news that we want to release via the press, in addition to our usual channels. This is usually for significant company milestones such as funding rounds. + +We have a simple process to ensure that any press releases go smoothly. + +### First steps + +- [ ] Write up objectives and comms strategy - what is the purpose of the press release? What key message(s) are we trying to get across? +- [ ] Set an approximate target date + +### Two weeks before release + +- [ ] Confirm key messages and write first draft press release +- [ ] Finalize target date +- [ ] Pitch and secure a media exclusive - our investors can help with this +- [ ] Secure approval for any third party involvement, e.g. quotes we want to use + +We currently prefer working with a single media partner on an exclusive basis, as we believe a single, high-quality story is more impactful than taking a broad approach, given our current early stage. + +### One week before release + +- [ ] Finalize press release and share with exclusive media partner +- [ ] Any media prep if interviews have been scheduled + +### On the day of release + +- [ ] *Wait for the media partner's story to go live first!* Check it carefully and ask for any errors to be amended before proceeding with the below... +- [ ] Push out the press release via BusinessWire +- [ ] Submit via YC's social media request from +- [ ] James to post on his personal LinkedIn (and tag all relevant people) +- [ ] Post in our PostHog Users Slack +- [ ] Post in YC Slack +- [ ] Write post on our blog about the news +- [ ] Post on PostHog Twitter (and tag all relevant people) +- [ ] Share links to all of the above to the PostHog team so they can share + +## Press release template + +Include media and quotes from James, Tim or influential people. + +``` +# Headline + +News + +## About PostHog + +PostHog is an open source, product analytics platform. PostHog enables software teams to understand user behavior – auto-capturing events, performing product analytics and dashboarding, enabling video replays, and rolling out new features behind feature flags, all based on their single open source platform. The product’s open source approach enables companies to self-host, removing the need to send data externally. + +Founded in 2020 by James Hawkins and Tim Glaser, PostHog was a member of Y Combinator’s Winter 2020 batch, and has subsequent raised $12m in funding from GV, Y Combinator and notable angel investors including Jason Warner (CTO, GitHub), Solomon Hykes (Founder, Docker) and David Cramer (Founder, Sentry). + +## About Y Combinator Continuity Fund + +YC Continuity is an investment fund dedicated to supporting founders as they scale their companies. Our primary goal is to support YC alumni companies by investing in their subsequent funding rounds, though we occasionally invest in non-YC companies as well. + +Like YC’s early-stage partners, the entire YC Continuity team has strong operating experience. We work to create opportunities for founders to continue their personal growth and scale their companies successfully. + +We also run the YC Growth Program, which brings together founder-CEOs who are leading rapidly growing companies. + +``` diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/releasing-content.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/releasing-content.md new file mode 100644 index 0000000..41e19c2 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/marketing/releasing-content.md @@ -0,0 +1,22 @@ +--- +title: Releasing Content +sidebar: Handbook +showTitle: true +--- + +
+ +We aim to regularly publish content in the form of videos and articles as part of providing value [to build a big community](content). + +As a result, we have formulated a loose strategy for how to approach publishing the content produced once it is ready to be exposed to the world. + +#### Suggested Workflow + +1. If the content requires a visual element, create a [design request](https://posthog.com/handbook/company/working-with-design) (more than 24 hours in advance) to have a graphic produced. For example, if the content is a YouTube video, we'll make a thumbnail image. If it's a blog post, we'll create a post image that is featured at the top of the post. +1. Make sure the content is actually live: If it is an article, ensure that the changes are reflected on the website following the merge of the pull request, which might take 10 to 30 minutes. +1. Post a link to the article/video on our `#editorial` channel in the PostHog Users Slack group. This group should always the first to hear about new content. +1. Include the article in the **body** of an email and schedule it to be sent the next day via Mailchimp to people in the 'PostHog Newsletter' audience. +1. Schedule a tweet to be posted 1-2 days later with a link to the content. +1. Consider making a post on HackerNews on the same day as the content goes live on Twitter. Not all posts should go on HN, only the ones that make sense for that specific audience. Videos generally do not do well on HackerNews, for example. +1. Evaluate if the content can also benefit from being published in other mediums, such as LinkedIn, Reddit, or Medium. If unsure, you're generally better to publish it and see what happens. +1. Create an annotation on [app.posthog.com](https://app.posthog.com) about the content release, so that we can determine if it was the cause of any changes in our metrics. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/billing.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/billing.md new file mode 100644 index 0000000..25bcb59 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/billing.md @@ -0,0 +1,105 @@ +--- +title: Billing +sidebar: Handbook +showTitle: true +--- + +## Managing billing + +This handbook section is sort of the operation manual for the billing engine. If you're looking for the technical details or need to troubleshoot something check out the relevant [tech docs](https://github.com/PostHog/posthog-cloud#additional-docs) + +### Self-hosted +For customers with special pricing (i.e. very large volumes or Enterprise & Supported plans), we need to manually set up the billing information on the system. This page contains instructions for setting up billing. Please note this page covers the process after an official PostHog quote has been approved by the customer. For information before this stage, please refer to the [Sales](/handbook/growth/sales/sales-operations) section of the handbook. Contrary to cloud plans, **all self-hosted _paid_ plans must be manually prepared today** (i.e. there's no self-serve option yet). To set up billing for self-hosted, please follow these instructions: + +#### Pre-setup +This process only needs to happen once. +1. Download the Postman collection from [license][license]. +1. Open the collection & set up the required environment variables (per the instructions on the repo). +1. To test that everything is working as expected go to the "List licenses" request and make sure you get a 200 status code. + +#### Setting up a subscription +1. Log in to the [Stripe dashboard](https://dashboard.stripe.com/customers) and go to customers. +1. Tap on New and fill out the form. At minimum please provide the customer's email address. However, it's recommended to add as much information as possible to make ongoing maintenance easier. It is particularly recommended to add the customer's Hubspot ID in the metadata section with a `hubspot_record` key (you need to save the customer record first). +1. Copy the customer ID from the Stripe dashboard (it starts with `cus_`). +1. Open the Postman collection and go to the "Create license [all options]" request. +1. If you don't have the price ID of the plan you can obtain it from the [products page](https://dashboard.stripe.com/products). Be sure to copy the **price ID, not the plan ID** (it should start with `price_`). +1. On the body section, adjust the appropriate parameters (for details on the parameters check out the [license][license] repo), + ```json + { + "valid_until": "2021-06-01T00:00:00.000000Z", // Timestamp (UTC) of when the license should expire (this won't affect the ongoing subscription agreement) + "plan": "enterprise", + "client_name": "Company, Inc.", + "client_contact": "John Doe", + "billing_email": "customer@example.com", + "stripe_customer_id": "cus_iwdnHIV5", + "stripe_price_id": "price_1HIbh9QhdPP", + "coupon_id": "qthElB", // Optional (ID coupon for special pricing) + "trial_end": "2021-01-22T00:00:00.000000Z" // Timestamp (UTC) of when the trial should end + } + ``` +1. After sending the request, make sure that Test Results show `(1/1)` (see below) and open the visualize tab. You should see a message like the one below with a link to set up billing. **Send that link to the customer** who can use it to enter their card details on their own. + +![success license](../../../images/license-key-1.png) + +1. Finally, go to the _pretty_ tab and you will see the license key for the user. You may share that key with the customer once they have activated their subscription. After [#10](https://github.com/PostHog/license/issues/10) when the activation process happens automatically, you may share the license key with the customer immediately. + +#### Activate subscription + +As a customer, to redeem a license key: +1. Go to the license page in your PostHog instance. `/instance/licenses`. +1. Enter the received license key in the input. +1. Tap on activate license key and you are good to go. + + +### Cloud billing +Cloud billing may be set up using self-serve. For this, the new user just needs to go to the [organization billing](https://app.posthog.com/organization/billing) page and select one of the available plans (internally please note these plans must have both `is_active` and `self_serve` set to `True`). Billing can also be set up from account creation, by adding the `plan_key` as a query string parameter (e.g. `https://app.posthog.com/signup?plan=standard`), this is helpful for redirections from landing sites where a plan has already been selected. + + +For PostHog Team: to set up a billing agreement, please follow these steps. +1. Go to the [Django admin](https://app.posthog.com/admin/) and open the [Organization billing](https://app.posthog.com/admin/multi_tenancy/organizationbilling/) objects. +2. Search for the relevant user (either by name, company name, email or Stripe IDs). +3. Once you have the appropriate user, select the plan you want to assign to the organization. +4. In addition to the plan, be sure to check the "Should setup billing" checkbox and click save. + +After this the user will be prompted in their app to enter their card details to initiate the billing agreement. + +If you need to activate a plan bypassing actual billing on Stripe (this should be extremely rare!), just set up a `billing_period_ends` that is after today's date (and be sure that "Should setup billing" is not checked). + + +#### Non-profit organizations +We offer 50% discount to non-profit companies (see [pricing](/pricing#non-profits)). The activation process is as follows: +1. Non-profit company reaches out to PostHog, likely via email. +1. On our end we validate the company is eligible for the discount. +1. Validate the customer has signed up for the standard plan and completed the billing process. Easiest done in [Stripe dashboard][stripe_dashboard], look up the customer using the owner's email address. The Standard Plan subscription must be active **and** the customer must have a valid payment source on file. +1. On the customer page click on Actions, and then _Apply coupon_. Select coupon "Non-profit organization discount" (ID: `NxipELS0`) +1. Let the customer know via email. + + +#### Startup & YC plans +We offer [a deal](/handbook/growth/sales/yc-onboarding) for certain YC companies & other startups, while the details of this deal change periodically (and are documented in the main website and/or ops repo), here are the details on how to apply the plan for a company. Internally, these plans have special logic handling in the [posthog-cloud][posthog-cloud] repo. If our deal terms changes (current details detailed below), a new plan needs to be added. This custom logic is handled in `multi_tenancy/models.py#handle_post_card_validation`). Currently we only have one plan (`plan_key = startup`) which provides free billing for 1 year and a 20M monthly event allocation. + +**How to apply it** +- Follow the steps above (Go to Django admin, find the relevant customer, ...). +- For the plan, you'll choose the custom startup plan, `plan_key = startup`. Be sure to check the `should_setup_billing` checkbox! +- Let the customer know they need to enter their card information at the prompt (shown on every page of the app). +- After they enter their card information successfully, the plan will be activated and the prompt will disappear. The plan will last for 365 days from the moment they confirm their card details. + +**General structure & notes** +- The way this plan works internally is that it creates a checkout session with `mode = setup` and with a card pre-authorization charge instead of a subscription agreement. This way, we validate the card is active and it gets saved on Stripe for future use. When we receive confirmation the charge has been processed and the card saved (via the `payment_intent.amount_capturable_updated` webhook), we do the custom logic handling to enable the plan for 365 days. +- There's an issue, [posthog-cloud#92](https://github.com/PostHog/posthog-cloud/issues/92), with some details on tech debt / improvements to this flow. + + + +#### Updating subscriptions +This section provides instructions for a PostHog team member to change subscriptions for a existing customer (e.g. if they want to upgrade/downgrade, move from legacy plans to standard plans, etc.) +1. Look up the customer on [Stripe dashboard][stripe_dashboard] using their email address or Stripe ID (this ID can be obtained from Django Admin too, under `OrganizationBilling` object). +1. Click on the customer's current subscription. +1. Click on _Update subscription_. +1. Remove the old item from the pricing table and add the new item. +1. Click on _Update subscription_. Do not schedule the update for a later time. There will be unintended side effects if the changes are not applied immediately. +1. Find the corresponding `OrganizationBilling` on [Django Admin](https://app.posthog.com/admin/multi_tenancy/organizationbilling/). You can look up by the same email address. +1. Update the **new billing plan and the new Stripe subscription item ID**. The subscription item ID starts with `si_` (not to be confused with a Subscription ID). This **ID will have changed**, the Subscription ID remains the same. + +[license]: https://github.com/posthog/license +[posthog-cloud]: https://github.com/posthog/posthog-cloud +[stripe_dashboard]: https://dashboard.stripe.com/ \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/demos.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/demos.md new file mode 100644 index 0000000..06b67e6 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/demos.md @@ -0,0 +1,73 @@ +--- +title: Demos +sidebar: Handbook +showTitle: true +--- + +## Giving Great Demos + +Always focus on delivering what the customer needs. Sometimes that will mean sending them to a competitor or turning them down. + +### Initial Call + +The purpose of this call is to work out what the potential customer needs. + +Don’t be presumptive - ask why they reached out. It’s often a very quick way to understand what they need, but there will likely be adjacent challenges you can also uncover. + +You are trying to work out: + +- Does the client prefer ease over saving money or vice versa? +- How should the client deploy (i.e. cloud or self-hosted with support). This will depend on their volume and price sensitivity. +- Does our functionality meet their use case? Would it be worth going ahead with what we have now? +- Is the client going to need us to do most of the work? If this is the case, support is really important e.g. because they’re growing very fast. +- How much analytics experience does the client have? More experience means you should focus more on how we are different, less experience means you should try to keep things simple. + +As a rule, always understand the context behind the question - it may help you make further useful recommendations. + +### Demo + +#### Environment + +When doing a demo of PostHog, you should prioritize using the following environments: + +1. The client's own instance or PostHog Cloud account (if they have one **and** are OK with this). + + This is the best way to do a demo because you can help the client with their exact needs and you show them how to do what they want with their own data, so they immediately see the value. + +2. The [PostHog Demo Environment](https://playground.posthog.com) + + The demo instance was designed to be an environment with a significant amount of "good" demo data that showcases the multiple features of PostHog and allows clients to log in and run the demo themselves (while following your instructions). + + To run a demo on the demo environment, you should: + + 1. **Have access:** Ask Yakko or James to give you access if you don't have it. + 2. **Invite the client to the instance:** Invite them to the instance so that they can have access themselves without you having to share credentials. + 3. **Guide the client through a demo while they share their screen:** Take them for a spin of the product as you would do if you were the one navigating. But be patient, the client might want to click around and get a feel for PostHog, which is encouraged! + 4. **Revoke their access at the end of the call:** After the call, revoke the client's access to the instance or ask Yakko to do it if you do not have permission. + +3. A local environment + + This is best if you have a good set of demo data locally. You can use some our management commands for data generation to do this. + +4. PostHog Cloud + + Only demo using PostHog Cloud (on the PostHog team account) if you really have to. Be careful not to expose sensitive data when doing the demo. + +#### Guidance + +Show the client the product. Pause frequently and make sure there are no questions. Ask if the functionality would help them. + +Use this to confirm the benefits to the customer that PostHog needs to provide. If you are talking only about feature X does Y, then you’re doing it wrong. "As a Product Manager, I may want to know 'X' about my users, this is how you do that." + +### Follow Up + +Keep this as quick as possible - if you can follow up immediately / on the same day, do it. + +### Feature Requests + +Sometimes client calls will highlight features that they would need which we don’t have. Your first step is to work out if what we do will be valuable enough to move forward with. Avoid committing to new functionality unless you’re already about to work on it. It’s better to underpromise and overdeliver. + +### Style + +* Be passionate: "This is one of my favorite parts of the system", "the neat thing about X is Y" +* Social Proof: If your current users are using something, or if you built something for a really specific reason, let the client know (obviously without naming names). This helps people know they're not the first to use PostHog! diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/sales-operations.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/sales-operations.md new file mode 100644 index 0000000..6ac33ea --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/sales/sales-operations.md @@ -0,0 +1,125 @@ +--- +title: Sales Operations +sidebar: Handbook +showTitle: true +--- + +## The Basics + +We use [HubSpot](https://www.hubspot.com/) as our customer relationship management ('CRM') platform. If you need access, you can ask Charles or James H and they will send you an invite to create an account.  + +As a first step, it is _really important_ that you [connect your personal PostHog Gmail account](https://app.hubspot.com/crm-settings-email/6958578/email/connectedEmails), so that if you start a conversation in HubSpot but continue it in Gmail, we'll have a complete record. This will also make it generally easier for you to sync contacts with HubSpot.  + +You might also find it useful to install HubSpot's [Chrome extension](https://chrome.google.com/webstore/detail/hubspot-sales/oiiaigjnkhngdbnoookogelabohpglmd?hl=en), as it means you can manage most things directly in Gmail.  + +As a general principle, we try to ensure as much customer communication as possible is captured in HubSpot, rather than in individual email inboxes, so that we make sure our users are getting a great experience (and not confusing or duplicate messages from different team members!). You should use the channel that suits the user, not us. Just make sure you keep Hubspot up to date with your interactions. We've seen much higher response rates on Slack than email. You can copy paste from there into Hubspot until we have a way to integrate the two. + +Hubspot is a comprehensive tool with a lot of functionality, so we are currently focused on using a few core features well. You are most likely to use the following regularly: + +- _Contacts_ - pretty straightforward, under 'Contacts'. You can create contacts manually, or sync with your Gmail. +- _Companies_ - also under 'Contacts'. You will also want to create a company record to associate with any contact (and you can associate multiple contacts with a single company). If you enter the company's domain name, HubSpot is pretty good at pulling in additional data to fill out the record.  +- _Inbox_ - this is under 'Conversations' and is where we deal with messages that come into our public-facing email addresses. New messages will come in as 'Unassigned' and then get assigned to someone. +- _Deals_ - under 'Sales'. This is where we manage our customers who are interested in an Enterprise or Startup plan and is the core of our sales ops process.  +- _Tasks_ - also under 'Sales'. This is a useful place to see a summary of all the tasks that you have created or that have been assigned to you.  + +If you'd like to dig deeper, HubSpot have a ton of [documentation](https://knowledge.hubspot.com/) and resources that you can refer to as well. + +## Managing our CRM + +People currently come into HubSpot through one of 3 ways: +- They email hey@posthog.com, sales@posthog.com or another email address if we have created a custom one for a specific group +- They sign up to the PostHog app +- They are manually added to HubSpot by a member of the team, e.g. if you met someone interested in PostHog at an event + +### Email + +New conversations come into 'Unassigned', whereas ongoing conversations will go straight to your inbox. + +We do not have super defined roles here, but generally: +- James H deals with Enterprise queries +- Yakko takes care of Startup queries +- Paolo focuses on existing customers +- Charles oversees sales ops and HubSpot admin + +However, anyone can and should jump in if they can help or they see someone hasn't been responded to, especially when folks are on holiday! + +We have lots of handy templates you can use as well - just select _Templates_ in the email window in Hubspot. If you find yourself sending the same type of email repeatedly, you may want to create your own template - go to 'Conversations' -> 'Templates'. + +If an inbound email is about one of our Startup or Enterprise plans, you should create a Deal - more on this below.  + +In addition to hey@posthog.com and sales@posthog.com, we sometimes create special one-off email addresses to use for specific groups, such as for an event or promotion. If you create a Google group and you want messages to flow into HubSpot to be managed, make sure you add our [HubSpot inbox email address](hello-1@posthoginc.hs-inbox.com) to your group as a member. + +### New PostHog signups + +All new users are automatically added via our Zapier app to the 'New PostHog User' stage of our Sales pipeline. Sorting these ensures that we can keep communication clear with a customer when they have multiple users on the account - it's really annoying for a customer if we are having parallel conversations with different people on their team! + +More on how we manage these users in the Deals section below.  + +### Manually adding new users + +You can also just manually add a user to HubSpot under 'Contacts'. When creating a new contact, try to add as much useful information as possible, especially about the type of company they work for and what their needs are. This enables us to provide them with the best possible experience.  + +Once you have created a contact, you may want to add them to a Deal, depending on the context.  + +Make sure you also assign someone as the Contact owner, so it's clear who is responsible for managing that relationship. + +## Deals + +We manage two pipelines for our deals - _Enterprise_ and _Startup_. This helps us stay organised, given the process is different for each. + +Creating a Company with a Contact should be the _first_ thing you do when you are setting up a deal in HubSpot, if one does not exist already. It's then really easy to add a Deal from within a Company record. + +Creating a new deal is quite intuitive, but here are a few tips: +- Generally, try to fill out as much information as possible - this is useful for you, but also gives context to other people working with a customer +- Make sure you assign your deal to the right pipeline +- Every deal needs an owner - this is the customer's main point of contact at PostHog +- Tag every deal by 'Deal Type' - use your judgement to determine which category makes sense +- Put the deal in the right _Deal Stage_ - again, use your judgement! Usually this will be 'First Contact' or 'In Discussion'.  + +You can also easily add a customer to a deal directly from the Inbox as well - just select 'Create a Deal' in the right hand pane when you have their message selected.  + +### Managing the pipeline + +We don't have a super detailed process on this yet. That being said, here are a few things to bear in mind: +- Use private notes to tag relevant people for their attention, ask questions etc. Do this in HubSpot (not Slack) so everyone can stay on the same page. If you need to tag someone who doesn't have a HubSpot account, as Charles to add them.  +- Be clear, direct and open - see other deals for examples on tone. We are very opposed to the use of any kind of corporate language.   +- Be responsive!  + +Within a deal, you can also set Tasks such as a follow up reminder for yourself. We are working on automating these, but in the meantime you can manually create tasks really easily, e.g. 'Follow up in 3 days'. HubSpot will automatically notify you of your tasks due each day by email. + +As a conversation progresses (or not) with a customer, you should move them into the relevant stage as appropriate.  + +### Quotes + +Any Enterprise customers or Cloud customers wanting to capture over 500k events per month require a custom quote.  + +Our Enterprise pricing starts at $2,000 per month, but you will need to determine the appropriate pricing based on factors including: +- What level of support they require, such as monitoring and/or updating their instance +- Approximate user/event volume anticipated +- Hosting requirements +- Number of projects +- Whether they have existing data to migrate +- Any relevant deadlines + +We provide a discount for annual upfront invoicing, typically 10%. We may also offer some sort of free trial if appropriate - 30 days is our standard. + +We generate quotes directly within HubSpot - go to 'Sales' -> 'Quotes'.  + +The process is fairly straightforward for creating a quote. A couple of points to note: + +- It is really important that you add our standard payment terms to the quote, so it is clear when the customer should expect to pay. +- You can use 'Snippets' when building a quote to insert frequently used text (like payment terms). +- Do not use the Stripe billing integration as it is very basic and does not enable you to have different types of line item (e.g. 1 month free trial and then an ongoing monthly subscription).  + +### Billing + +Once a quote has been agreed with a customer, you should proceed to billing and generating a license key for them. See instructions on how to do this on the [Billing](/handbook/growth/billing) page. + +## All done - now what? + +This is just the beginning of what will hopefully be an awesome relationship with a new customer! + +We are just getting started here, but a few things that you should do: +- Make sure you invite the customer to our PostHog Users Slack! +- If they are an Enterprise customer, they should also have a private Slack channel in there with us. +- Set a couple of tasks in HubSpot to check in with them - depending on who they are you may want to check in after 1 week/month/quarter. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/strategy.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/strategy.md new file mode 100644 index 0000000..13fe37c --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/growth/strategy.md @@ -0,0 +1,99 @@ +--- +title: Growth Strategy +sidebar: Handbook +showTitle: true +--- + +
+ +##Self-serve + +We believe this approach will lead to the best product for end users, which is how we'll build the best company. + +[Adam Gross](https://twitter.com/adam_g?lang=en) has given some excellent [talks on this topic](https://www.heavybit.com/library/video/self-serve-go-to-market/), that we've borrowed from. + +#1-2-3 framework + +## Product + +This means the path to revenue starts with adoption of a Free version, then working out how to get teams (whether a small team at a big company or a 20 person startup) onto a paid version, and ultimately how to get departmental adoption at large enterprises. + + +| | 1 - Free | 2 - Team (Self Serve) | 3 - Enterprise (C-Level) | +|---|---|---|---| +|Value|Creation|Collaboration|Compliance| +|GTM|Free/Adoption|Self-serve|Enterprise| + + +### Examples of other companies following (part) of this + +#### Postman + +As an individual, it is useful for organizing your own API creation activity. + +In team mode, it is a way for multiple teams to organize distributed development effort. If you're building across multiple teams with different services, how you coordinate these teams is a big, strategic business problem. By using the same tool with modifications, you can orchestrate this. + +#### LaunchDarkly + +As an individual, you can view as a pure utility for launching feature flags. I can write myself or use this thing off the shelf to save time. Interesting but limited value proposition. + +In team mode, it becomes a way for a team to organize its business process between Product Management and Engineering. It becomes a product management process tool on rails. + +## Our structure + +As we grow, it'll get important to work out which teams in PostHog own different functions. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
FunctionFreeTeam (Self Serve)Enterprise (C-Level)
MarketingMarketing (Developer Evangelism)Enterprise Product Marketing
SalesDeveloper ExperienceCustomer SuccessEnterprise Sales
SupportDeveloper Experience
Success/RetentionDeveloper ExperienceCustomer SuccessCustomer Solutions Architect
Business OpsBusiness Ops
+ + +Following the 1-2-3 framework, we are currently focused on building our team in the first and second columns - _Free_ and _Team_ - and already have Developer Experience and Business Ops people in place. Only after we have brought in people to take care of Marketing/Developer Evangelism and Customer Success will we then look at recruiting people into the roles in the third column, _Enterprise_. + +### Structure FAQ + +#### Why do you have "sales" for the free product? + +Developer experience will help ensure the open source product is properly adopted, for $0 in this case. + +#### What's 'Enterprise Product Marketing' versus 'Marketing (Developer Evangelism)'? + +Product marketing is making sure that PostHog is positioned as a platform that can be used organization-wide, to aid with expansion. For example, organizing roadmap discussions with large clients. + +Developer-evangelism is more about adoption of the first users - creating content, building an audience across social media and GitHub, etc. + +#### What's the difference between Customer Success and Developer Experience? + +Customer Success is a more commercially-oriented function, focused on inbound sales. + +#### What are business ops? + +It'll be important we have good processes in place to grow usage from free to team and beyond. This means making sure we have a CRM set up, integrated with our product, etc. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/mobile-jazz-company-handbook.pdf b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/mobile-jazz-company-handbook.pdf new file mode 100644 index 0000000..3734548 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/mobile-jazz-company-handbook.pdf differ diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/benefits.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/benefits.md new file mode 100644 index 0000000..2db0e71 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/benefits.md @@ -0,0 +1,61 @@ +--- +title: Benefits +sidebar: Handbook +showTitle: true +--- + +Beyond [pay and equity](handbook/people/compensation), we offer several additional benefits to our team. + +With everyone being distributed across the world, we do our best to provide the same benefits to everyone, but they might vary slightly by country depending on the services that are available and local regulations. + +If you have any ideas for how we can improve our benefits offering, then please let us know! + +### Pension and 401k contributions + +We are currently in the process of setting up a 401k for our US team members, and are aiming to roll this out in Q2 2021. + +In the UK, we use [Royal London](https://www.royallondon.com/) as our pension provider. Team members contribute 5% and PostHog contributes 4%, but you can opt out if you like. You can also transfer out of the plan as frequently as you like, in case you would rather manage your own private pension. + +[Deel](https://app.letsdeel.com/), our international payroll provider, is currently building a pension product for contractors as well, due for release in Q2 2021. We will aim to provide the same percentages as in the UK. + +### Private Health Insurance + +We currently provide private health insurance in the US and UK. + +In the US, our medical insurance is provided via UnitedHealthcare and managed via our payroll provider [Gusto](https://app.gusto.com/). The plan includes medical, dental and vision insurance. + +PostHog pays 75% of the premium of the platinum plan, and you pay the other 25%. The same conditions apply to added dependents. UnitedHealthcare also offers cheaper Gold and Silver plans at lower cost, which you can choose if you'd like to contribute less. The exact costs depend on factors like age - the People team can create a quote in Gusto. + +In the UK, we use [Bupa](https://www.bupa.co.uk/) for private healthcare (£100 excess per policy year) and [Medicash](https://www.medicash.org/) as our cash plan for dental and vision. Children are included for free. Both of these are taxable benefits which will affect your Personal Allowance each tax year, and you can opt out at any time with 1 month notice. + +### Mental Health Support + +We know that the world can feel a bit heavy from time to time and we want to make sure everyone gets support, if they need it. + +We launched [Spill](https://www.spill.chat/) in March 2021 to give everyone in the team access to comprehensive mental health support. Spill offers access to video therapy sessions with qualified therapists (one-off or a course), together with exercises and helpful reading materials, all integrated into Slack. They also offer a one-off ask-a-therapist feature if you don't want to commit to an entire session. + +Spill is 100% free and confidential - they do not share any personal information with PostHog about who is using the service etc. The _only_ exception is if they believe that there is a threat to a person's safety or the safety of others. + +### Unlimited Time off + +Everyone in the team has [unlimited, permissionless time off](/handbook/people/time-off). This means you won't need to ask for permission before requesting time off - our people platform [CharlieHR](https://posthog.charliehr.com/) will autoapprove your request. + +We also offer generous [parental leave](/handbook/people/time-off#parental-leave) for new parents. + +### Learning and Development + +We currently offer a [Training budget](/handbook/people/training#training-budget) and [free books](/handbook/people/training#books) - you can find more on the relevant pages. + +### Equipment and Co-working + +As we are fully remote, we provide [all equipment](/handbook/people/spending-money#equipment) you need to have an ergonomic setup at home to be as productive as possible. We provide all team members with a company card for this purpose. + +If you ever need change of scenery, we offer $200/month budget towards [coworking or café working](/handbook/people/spending-money#work-space). + +### Off-sites and Team Socials + +Ideally, we would like to meet up in person at twice a year. The team was able to meet up in Italy in September 2020, but we haven't been able to travel since, so we are planning a virtual off-site in April 2021 instead (and hopefully a real one on Autumn 2021!). + +For any work-related travel, we use [Project Wren](https://www.wren.co/) for carbon offsetting. + +We also have biweekly coffee catch-ups as a team, and we use the [Donut](https://www.donut.com/?ref=slackdirectory) Slack app to pair you up with random colleague on Slack. Simply join the #virtual-coffee channel on Slack and be paired up with someone on the team to meet for a virtual coffee/tea etc. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/compensation.mdx b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/compensation.mdx new file mode 100644 index 0000000..be78b54 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/compensation.mdx @@ -0,0 +1,141 @@ +--- +title: Compensation +sidebar: Handbook +showTitle: true +--- + +## How it Works + +As we are a small (but growing!) startup, we've kept compensation simple. + +You can use our calculator below to work out what your salary would be for a few example roles: + + + +We think the fastest possible shipping comes from a leaner, stronger team, so we try to pay top of market. We pay well, so you'll work with the best people in the world. + +Important: + +- If we are missing your country, it simply means we've not hired there before so we'd need to put together some data in advance of hiring you. +- If you're considering applying to PostHog and the salary is the only blocker, then something is wrong with our model (as we aim to pay around the top of the market) for your circumstances in most cases. Please tell us as part of the hiring process and we will review things. + +For hiring into executive roles, we usually use a separate database of compensation benchmarks rather than this calculator. The terms of access to this database means that we're unfortunately not able to share it publicly. + +### San Francisco Benchmark + +​ +Our benchmark for each role we are hiring for is based on the market rate in San Francisco. We use a number of difference sources to gather salary data, this includes [Payscale](https://www.payscale.com/), [salary.com](https://www.salary.com/), reported salary on Glassdoor and LinkedIn, and other available sources. We try to have a data set that is as big as possible to reduce the margin for error and add a 1.2x multiplier to the median salary. + +As the market often changes quickly, we aim to update our benchmark every 6 months. + +### Location factor + +​ +Most of our location factors are based on GitLab's location factors. GitLab uses a combination of data from Economic Research Institute (ERI), Numbeo, Comptryx, Radford, Robert Half, and Dice to calculate what a fair market rate is for each location. [Read more](https://about.gitlab.com/handbook/total-rewards/compensation/compensation-calculator/#calculating-location-factors) on how GitLab calculates this location factor. + +In order to simplify location factors, we have added a floor at 0.5 globally, and 0.65 specifically for the US. This means nobody will have a location factor lower than 0.5. We are aware that this might lead to comparatively low number for certain areas in comparison to others, but this approach allows us to move fast now and adjust the location data later on, if needed. + +If your location isn't listed, we will create one for you based on Numbeo's data for the relative Cost Of Living with San Francisco. +​ + +### Level + +More experience does not correlate with increased importance. Seniority is _not_ a title - we don't believe in having a huge hierarchy of roles, as everyone needs to feel like the owner of the company that they are. + +We pay more experienced team members a greater amount since it is reasonable to expect this correlates with an increase in skill - being able to ship faster through less time having to work things out for the first time is valuable. Experienced hires can help upskill the less experienced hires on the team too. Team members who have less experience can see a steady increase in pay over time as they increase their experience and skill. + +We believe at first increased skill comes from more time spent in the role. Over time, this judgement becomes more subjective and is instead based on the speed with which you can ship or help the team to ship, the quality of your prioritization and decision-making, as well as your technical approach. + +### Steps + +Within each level, we believe there's a place to have incremental steps to allow for more flexibility. We define these as follows: + +- *Learning*: Starting to match expectations. +- *Established*: Matching expectations. +- *Thriving*: Exceeding expectations. +- *Expert*: Exceeding expectations consistently. + +With exception of team members at the very beginning of their career, we hire into the *Established* step by default. This will give everyone the opportunity to be set up for success and leave enough room for salary increases, without the need to move up in seniority. + +The definition of what is needed to progress from one step to the next in more detail depends on your role. Ask your manager for detail of what you need to work on. + +## Equity +​ +It’s important to us that all PostHog employees can feel invested in the company’s success. Every one of us plays a critical role in the business and deserves a share in the companies success as we grow. When employees perform well, they contribute to the business doing well, and therefore should share a part of the increased financial value of the business. + +As part of your compensation, you will receive share options in the company with a standard 1-year cliff, 4-year vest. Broadly, the amount of options will depend on the Level as per the Experience Factor. We may change this policy from time to time depending on our rate of hiring - e.g. if we had a gap in hiring for an extended period, we would adjust this. + +Whilst the terms of options for _any company_ could vary if we were ever acquired, we have set them up with the following key terms: + +- 10 years to exercise your options in the event that you leave PostHog +- Double trigger acceleration, which means if you are let go or forced to leave due to the company being acquired, you receive all of your options at that time +- Vesting starts from your start date (not after a "probation period" or similar) + +It can take time to approve options, as it requires a board meeting and company valuation. We can clarify the likely time frame at the time we're hiring you. In any case, you will not be disadvantaged as vesting will always start from when you joined PostHog. + +## Relocating + +​ +If you're planning on relocating permanently, your salary will be adjusted (up or down) to your new location. + +If this represents an increase in pay, _we need to approve this change in advance_ - we cannot guarantee it is always possible, as our budgets may or may not allow it. +​ + +## Nomading + +​ +If you plan on spending >4 months/year in a place different from your home base, that will be adjusted based on your location after 4 months. + +For a trip with many destinations over a period of more than 4 months, the location factor will be located along the various places you intend to stay, averaged by the amount of time spent. + +If you are uncertain about where you're travelling to in advance, and you are travelling for over 4 months, then we will keep your pay the same as when you departed. 4 months later, we will make a manual adjustment to edit your next pay amount based on the average of the previous 4 months. This will take place every 4 months until you are done travelling. If the adjustment would require reclaiming more than your entire pay amount (for example if you moved from one of the world's most expensive areas to one of the world's least inexpensive areas), then we will work with you on how quickly we reclaim it. Generally this would be over no more than the following 4 months. It is your responsibility if you take this approach to budget appropriately. +​ +If this represents an increase in pay from however much you were _most recently_ paid, _we need to approve this change in advance_ - we cannot guarantee it is always possible, as our budgets may or may not allow it. + +## Salary Adjustments, Raises, and Promotions + +​ +We do not expect to do any salary raises, adjustments or promotions until July 2021, outside of role or location-based changes. After that, we will run a bi-annual review cycle to evaluate which Level and Step you are at. + +## Exchange Rate + +Unless there is a very good reason, you'll be paid in your local currency. This means that you know exactly how much you'll get every month. The rates are from [OpenRates](https://openrates.io/) and were taken on *1st January 2021*. Every year we'll update the rates on the 1st of January. + +## Notice period + +We are fully committed to ensuring that you are set up for success, but also understand that it may take some time to determine whether or not there is a long term fit between you and PostHog. + +During the first 3 months of your employment, you can choose to end your contract with 1 week's notice. If we chose to end your contract, PostHog will give you 4 weeks notice. In both scenarios, we expect you to handover your work to the team, but you won't have to work the rest of your notice period. + +Your manager is responsible for monitoring and specifically reviewing your performance throughout the probation period. If under-performance is a concern, or if there is any hesitation regarding the future at PostHog, this should be discussed immediately with you and your manager. + +## Severance + +At PostHog, average performance gets a generous severance. + +If PostHog decides to end your contract after the first 3 months of employment have been completed, we will give you 4 months' pay. It is likely we will ask you to stop working immediately. + +If the decision to leave is yours, then we just require 1 month of notice. + +We have structured notice in this way as we believe it is in neither PostHog's nor your interest to lock you into a role that is no longer right for you due to financial considerations. This extended notice period only applies in the case of under-performance or a change in business needs - if your contract is terminated due to gross misconduct then you may be dismissed without notice. If this policy conflicts with the requirements of your local jurisdiction, then those local laws will take priority. + +## Contracts + +We currently operate our employment contracts in the two geographic regions where we have business entities: + +- United States of America +- United Kingdom + +This means, if you live in one of those countries, you will be directly employed by PostHog as an employee in one of our entities. + +If you live outside the US or the UK, we use [Deel](https://app.letsdeel.com/) as our international payroll provider. + +In most cases, you would be an independent contractor and you will invoice us monthly via Deel. Deel offers pretty much all countries and currencies. As a contractor, you will be responsible for your own taxes. + +In case contracting isn't an option, Deel also offers an Employer of Record service, so you would be employed by Deel on our behalf. However, you must have the independent right to work in the country of residence. + +## Payroll + +In the UK and for international contractors, we run payroll monthly, on of before the last working day of the month. + +In the US, we run payroll twice a month, on the 15th and on the last day of the month. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/feedback.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/feedback.md new file mode 100644 index 0000000..98cb32d --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/feedback.md @@ -0,0 +1,97 @@ +--- +title: Feedback +sidebar: Handbook +showTitle: true +--- + +## Feedback at PostHog + +Sharing and receiving feedback openly is _really_ important to us at PostHog. Part of creating a highly autonomous culture where people feel empowered is maintaining the most transparent and open flow of information that we can. + +This includes giving feedback [to each other](/handbook/company/values#step-on-toes), so we know we are working on the right things, in the right way. While giving feedback to a team member can feel awkward, especially if it is not positive or if you are talking to someone with more experience than you, we believe that it is an important part of [not letting others fail](/handbook/company/culture#dont-let-others-fail). + +'Open and honest' != 'being an asshole' - we expect feedback to be direct, but shared with good intentions and in the spirit of genuinely helping that person and PostHog as a whole to improve. Please make sure your feedback is constructive and based on observations, not _emotions_. If possible, share examples to help the feedback receiver understand the context of the feedback. + +## Full team feedback sessions + +We run full team 360 degree feedback session as part of every off-site (we usually do them every 6 months). The session gives everyone the opportunity to give and receive feedback to everyone else. + +With us growing the team, we will be splitting the session into smaller groups in the future, to ensure everyone gets the most ouf of this session. + +### Ground rules +- Everybody participates! You should have a think and prepare in advance - don't try and wing it on the day. +- Preparation includes reading our handbook about how to be a good feedback [giver](/handbook/people/feedback#how-to-give-good-feedback) and [receiver](/handbook/people/feedback#how-to-receive-feedback-well). +- Feedback to be 70% constructive - this is an opportunity to help each other to grow. +- Everyone is expected to give feedback to everyone, even if they don’t work together directly. It may be very short feedback, which is ok! +- That being said, avoid piling on and repeating feedback others have given unless you have a different perspective or can add more context. It is ok to say "+1 to what X said about Y" and move on. Do not spend 2min repeating the same point that has already been made by someone else. +- Everyone is responsible for noting down and actioning their own feedback (ie. the people team won't do this for you). + +## Performance reviews + +In addition to informal day-to-day feedback and the full team 360 degree feedback session, it is important that we enable team members to take a step back every so often and look at their performance and aspirations in a wider context. This helps us to support a team member's growth and ensure it is aligned with PostHog's needs. + +This process is intended to be self-serve. The People team will ensure the process is kicked off and recorded properly, but it is the individual team member's responsibility to run the process. If you need support, ask your manager, Eltje or Charles for help. + +We currently run performance reviews every 6 months, based on your start date. We will probably need to change this cadence as we scale, but this feels appropriate for our current stage of growth. + +### The performance review process + +1. The People team adds recurring calendar invites to the calendar of the team member and their manager to kick off the performance review process. +2. The team member will schedule a 1 hour performance review meeting with their manager. A member of the people team may sit in on the occasional feedback meeting to see how well they are working as we get up and running. +3. In advance, the team member writes up a self-assessment in [this document](https://docs.google.com/document/d/1fxP0w_gNno7Y-2Uxw4uSYCaJTpvZpDXiFZ7lFPXsDpw/edit?usp=sharing), and their manager will fill out a similar assessment in [this document](https://docs.google.com/document/d/1UbS9YkGDZsAhPsZmxRRI2g83ZuQzPwoQNQeJ7IGBm9I/edit?usp=sharing). You will likely want to include and reflect on feedback you've previously received in a full team 360 degree feedback session. +4. Afterwards, the manager communicates back to the People team that the review is complete and what next steps are needed (if any), including around any salary adjustments if the team member's Step or Level should change. The People team will store these docs on Charlie HR for future reference. + +While the 360 degree team meeetings are purely feedback-focused, you should aim to spend the bulk of the performance review looking ahead to the next 6 months (and beyond). + +Part of the review will include your [compensation](/handbook/people/compensation), as we directly link this to your level of experience and your performance. You should not, however, expect every performance review to result in a change to your Step or Level - most of the time, they won't. Additionally, you will find that your Step will change more frequently than your Level. + +### How to give good feedback + +We know that giving feedback can sometimes be difficult, so here are a few tips on how to give good feedback: + +- If something went wrong, focus on what has actually happened, not on whose fault it is. Assigning blame is not productive. +- Be as specific as you can with your feedback. An example can be helpful to give the recipient context. +- Sometimes a question can be more useful if you feel you lack the full context. For example 'I've noticed that you sometimes do X. Can you explain to me what your thought process is when you are doing that?' +- If your feedback is about behavior, focus on the behavior itself and its impact on you, rather than attacking the person's character. For example 'When you do X, it makes me feel Y. Would you be willing to do Z instead?' +- Remember that positive feedback is really important - we should reinforce and affirm the things we want that person to keep doing! + +We expect everyone to support each other by giving lots of feedback - it's not ok to stay quiet if you have something constructive to share. + +### How to receive feedback well + +If someone is making the effort to give you feedback, you should reciprocate by receiving that feedback well. Being a good feedback receiver means that people will be more inclined to give you feedback in the future, which will help you to grow! + +Here are a few tips to help you do this: + +- Assume positive intent on the part of the feedback giver. +- Try not to hear attack - listen for what is behind the words. +- It can be useful to paraphrase the feedback to ensure you have understood it correctly, or ask questions to clarify. +- You do not have to accept all feedback! However, it's probably worth taking time to reflect on it, rather than reacting in the moment. There is a difference between acknowledging feedback and disagreeing with it. + +## Full team feedback sessions + +In addition to individual performance reviews, we also hold full team feedback sessions twice a year. These are usually scheduled as part of our offsites. These are super intense and memorable, and create _much_ more trust, transparency and directness. + +### How it works + +- Everyone gives feedback to everyone else. We have tried this with first a team of 10 (worked well), and a team of 20 (valuable, but slightly too many people). +- Feedback could be anything - i.e. designers will give feedback to engineers and vice versa. +- What you do with the feedback is totally up to you - write down, then choose to accept/discard feedback. +- Repeat every 6 months. + +In the future, we will split the session into groups in order to manage time better. + +### Ground rules + +- Everybody participates! You should have a think and prepare in advance - don't try and wing it on the day. +- Preparation includes reading this page about how to be a good feedback giver and receiver. +- Aim for your feedback to be 70% constructive - this is an opportunity to help each other to grow. +- You are expected to give feedback to everyone, even if you don’t work together directly. It may be very short feedback, which is ok! +- That being said, avoid piling on and repeating feedback others have given unless you have a different perspective or can add more context. It is ok to say "+1 to what X said about Y" and move on. Do not spend 2min repeating the same point that has already been made by someone else. +- Everyone is responsible for noting down and actioning their own feedback (i.e. the People team won't do this for you). + +### How is this different from individual performance review? + +The full team session prioritises openness, breadth and transparency of feedback, as everyone gets to both give and receive feedback in front of the entire team. + +The performance review process centres on a single person for one hour, involves a smaller subset of the team, and is intended to be more of an in-depth conversation. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/hiring-process.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/hiring-process.md new file mode 100644 index 0000000..7a1dd68 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/hiring-process.md @@ -0,0 +1,244 @@ +--- +title: Hiring Process +sidebar: Handbook +showTitle: true +--- + +This page will walk you through how we hire at PostHog. The goal is to have a lightweight process that optimizes for speed for the candidate, but above all for quality of the hire. + +## Deciding to Hire + +Every hire introduces complexity to the organisation and increases our burn rate. As a result, we think very carefully about each new role, and we set an extremely high bar for the people that we do hire. + +See [our Strategy page](/handbook/strategy/strategy) to find out how we are thinking about which people we should be hiring, and when. + +If we are hiring a role that we have less expertise in (e.g. a role we've never hired for before), it is worth getting an outside opinion on how to hire for this role before starting any of the below. + +## Writing the spec + +At the moment, we're not too worried about everyone on the team having really precisely defined job specs. PostHog is growing fast and job descriptions are changing rapidly so it's impossible to define a set list of tasks. + +That being said, it is important that any job spec is written with your target audience in mind, in a clear and engaging way. There are several guides on how to this ([here is a good one](https://resources.workable.com/tutorial/how-to-write-a-good-job-description)), and you can also look at previous job ads to get a feel for how we communicate about PostHog. + +Once the job ad is out there, don't be afraid to [iterate](https://posthog.com/handbook/company/culture#iteration) and improve on it given the data! You shouldn't feel constrained by your initial spec if it isn't quite working, or if PostHog's needs have evolved since you first wrote it. Bear in mind that you will need to update it everywhere it has been advertised, so it is worth putting the effort in up front to get it right. + +## Managing candidates + +We manage all of our candidates through [Workable](https://posthog.workable.com/backend) - please ask Eltje or Charles for an invite to view candidates, leave feedback, and schedule meetings. Make sure you record all candidate-related comms on Workable so we can ensure we provide all candidates with the best experience we possibly can - even if they are unsuccessful, they should come away feeling like they had a great interaction with PostHog. + +Workable is a pretty intuitive platform to use, but here are a few helpful tips to get you going: + +* [A guide to getting started with the basics](https://help.workable.com/hc/en-us/articles/360038712074-Hiring-Manager-Getting-Started-) - this is pretty much everything you need if you are mainly using Workable to leave feedback on candidates you've met, but are otherwise not involved in the recruitement process. +* Link your Gmail account in Settings if you are in direct contact with candidates - this means any emails you send directly from your inbox will automatically be captured on their Workable record for everyone on the hiring team to see. +* When emailing candidates from within Workable, you can select a Template from the drop down bar (and customise it if you want). If you find yourself writing the same email, it is worth saving as a template. + +If you receive an application directly emailed to you or if someone contacts us through a non-Workable channel like Slack, you can either: + +* Forward their email onto our [dedicated Workable email address](mailto:posthog@jobs.workablemail.com) - this is the most effective option. +* If you think they are a strong candidate but they didn't email, introduce them directly to us via our [careers email address](mailto:careers@posthog.com). +* As a last resort, ask them to apply via the relevant link on our [Careers page](https://posthog.com/careers) - this is the least preferred option as it has the highest likelihood of a candidate dropping out. Only use this option for high volume roles. You should say something like "Thank you for your interest in PostHog! Can I please ask you to apply via our Careers page? We receive hundreds of applications every week, and this will ensure that we have all your details on our system." + +### Booking meetings + +If you are booking meetings through Workable, you should connect your Google Calendar and Zoom accounts under Settings first - this enables you to schedule meetings from within Workable itself. This is really helpful, as Workable will automatically populate the calendar invitation with all the useful info for interviewers like resumes so you don't need to do it manually. + +When you book, you have the option of selecting a Google Meet or Zoom call. You should default to Zoom unless you are scheduling a meeting that you are not attending yourself, in which case use Google Meet (as Zoom will require you to attend as host). + +Make sure you have set an agenda for the meeting in order to be welcoming to the candidate and to let the internal PostHog team member know what they need to cover in the meeting. The person who _books_ the meeting is responsible for setting the agenda. + +## Our Hiring Process + +The stages of our hiring process are: + +- Application +- Culture interview with Eltje +- Technical interview with the hiring team + - this is usually Tim and 1 or more PostHog team members interviewing the candidate at the same time who would work closely with the candidate day-to-day + - decide if we will do a SuperDay, else give feedback +- PostHog SuperDay +- Offer + +There may be an additional interview where we bring in a 3rd party with specialist expertise in the case of hiring roles that we've not hired for before. + +Responsiveness at all stages is really important to us - at each stage of the process, we should aim to get back to candidates with feedback within 48 hours. It is not ok to leave candidates waiting for weeks, or for someone to apply and never hear back from us. + +### Application + +Read applications and resumes/portfolios carefully and leave your feedback as a Comment on their record in Workable. + +If a candidate hasn't customized the application or resume to the role, it is a flag they're aren't that excited about working at PostHog. It is understandable why people don't do this, but at an interview stage, it's important to note how passionate they seem about the company. Did they try out the software already? Did they read the handbook? Are they in our community Slack? + +A good rule of thumb when deciding whether not to progress - if the candidate doesn't get a _definite yes_ then it's a _no_. It's almost never worth putting through someone who is a 'maybe'! We provide lots of information about PostHog to enable candidates to put their best application forward. + +Candidates who are unsuccessful at this stage will receive automated feedback, unless they personalized their application, in which case a short email is appropriate. + +#### Engineering + +We hire repeatedly into engineering roles, so here are a few things we look for: + +- Experience with relevant technologies (Python or similar, React or similar, something to do with big data is a bonus) +- Has started a project from scratch, without outside help + - Usually this manifests as having been the founder of a startup, or building an impressive side project. It can also be shown through a big project in the day job, but that requires a bit more digging. +- Communication. Do they have writing errors in their cover letter? What does their online presence look like? + - More so than other companies, all of our communication is written and public for the world to see. Good written communication is key. + +### Interview 1 - Culture with Eltje + +We start with an interview which is designed to get the overall picture on what a candidate is looking for, and to explain who we are. A template scorecard has been created for this stage in Workable. + +This is to allow both PostHog and the candidate to assess whether the candidate is a great cultural addition to the team, and to dig into any areas of potential misalignment based on the application. We are looking for proactivity, directness, good communication, an awareness of the impact of the candidate's work, and evidence of iteration / a growth mindset. + +- Talk about PostHog, where we're at and what the future looks like, including our long-term vision. If it was cold outreach, we provide a little more context up front. +- Talk about the candidate, dig into any questions we have from their CV. +- Talk about the hiring process and check if the candidate has seen our compensation calculator so we know we're roughly aligned. + +Candidates who are unsuccessful at this stage should receive a personalized email with feedback. + +### Interview 2 - Technical + +The second step is the technical interview. This is usually 2 PostHog team members spending an hour with the candidate (at the same time). + +These interviews will focus on the skills needed to fill the role. + +For a design hire, questions could be: +- A walk through of an example website page, product or other +- Tell me about one of the pieces in your portfolio +- What does your calendar look like on a day you'd really look forward to - what sort of tasks would be on it? +- How do you educate yourself on design? + +For an engineering hire, this would be things like: +- Tell me about a project you started from scratch. +- What was the hardest technical thing you've done in the last month? +- What did you do on your very best day at work? +- Tell me about a project that you led that failed. Why did it fail and what did you learn? + +For every role that is created on Workable, we create a structured scorecard with questions listed so you don't need to remember them every time! This is intended as a guide, not a script, so feel free to deviate from the scorecard and go off on tangents - a good interview is a conversation, not a questionnaire. Just try to keep the basic structure of your questions consistent, as this makes it easier to compare candidates to each other. + +[Here are some more ideas](https://firstround.com/review/40-favorite-interview-questions-from-some-of-the-sharpest-folks-we-know/) for great questions to ask candidates. + +One of the two technical interviewers will lead the discussion. The reason for 2 people is to ensure a deeper, higher quality interview. + +The person interviewing outside their area of expertise is the bar-raiser. The bar-raiser is here to qualify that everyone is truly excited about the candidate and that they're an example of us believing in talent compounds. Everyone should still think this way - or they should be clear in why they don't feel like this as part of their feedback. + +As a rule of thumb, everyone interviewing must feel a genuine sense of excitement about working with the candidate. Again - if it is not a _definite yes_, then it's a _no_. + +Candidates who are unsuccessful at this stage should receive a personalized email with feedback. + +### PostHog SuperDay + +We offer those who have gotten through the interview process the chance to do a paid PostHog SuperDay. We schedule 1 full day in advance with the candidate where we hire them as a contractor. + +This gives the candidate a chance to learn how we work, and for us to see the quality, speed and communication of the candidate. It is a very demanding day of work. + +We will pay the candidate their 'normal day rate.' If they have done contracting before they will have one, but if not you can use [this formula](https://www.ellwoodatfield.com/event/how-to-calculate-out-your-day-rate/) to calculate it. In case the candidate is unable to accept pay for the SuperDay, we will donate the amount to a charity of their choice. + +This day will be _the same_ task each time for a given role, to be shared with the candidate at the start of the day. For the Full Stack role, the task involves building a small web service (both backend and frontend) over a full day. The task is designed to be _too much_ work for one person to complete in a day, in order to get a sense of the person's ability to prioritize. The tasks should be as close as possible to those that the candidate would be working on every day. + +In advance of the SuperDay, you will need to do some additional prep to ensure that the candidate has a great experience: + +* Send them an email in the first instance to schedule the SuperDay - you should do this as soon as possible, as candidates often will need to book a day off work. Use the Workable email template for this. If the task involves them doing 'real' work for PostHog, you should ask them to check that their current employment contract permits this - we try to create fake tasks for this reason. +* (One day before the SuperDay) Send the candidate a follow up email with details of the task, and ask them for their day rate and bank details. There is a template for this email in Workable, depending on the role - this will probably need customising. +* (One day before the SuperDay) Create a private channel in Slack for the candidate, you and anyone else relevant - this will be where they can chat to us over the course of the day if they have any questions etc. Invite the candidate as a single channel guest. You may need to add the candidate to one of our systems depending on the role, e.g. Workable for a recruiter SuperDay, but on the whole this should be minimized. +* (One day before the SuperDay) Invite the candidate to a kickoff meeting with the hiring manager at the start of the day. On days where we have a [standup](https://posthog.com/handbook/company/standups) scheduled, invite them along. On days without standup, schedule an informal session with some team members to give them a chance to learn more about our culture. You may also want to have a proper wrap up with them at the end of their day. +* (On the SuperDay) Send the candidate the task - aim to send this before the kick-off session. +* (On the SuperDay) Give the candidate a warm welcome! Make it clear that the team is here to answer any questions, and they should feel free to reach out any time! Otherwise don't feel like you need to check in with them - let them get on with the task and trust that they will message you. +* (One day after the SuperDay) Pay the candidate using the bank details they provided. + +### Decide if we will hire + +There will be a written catchup over Slack or call via Zoom about the candidate with all people involved during the hiring. A yes/no decision will be made and then communicated to the candidate. + +It is expected that everyone has submitted their notes on Workable so we can discuss these to the meeting. + +In case of a rejection, it's important to clearly outline why that decision was made. Highlight what went well, but also mention specific points of improvement. Offer to schedule a call if they would like to discuss further. Make sure to leave the door open for the future so they can apply again in 12-18 months time as circumstances and people change. + +If there are wildly different opinions, reflect on why. + +### Making the hire + +Hooray! + +To give a candidate an offer letter and to move to the rest of the onboarding, see [Onboarding](/handbook/people/onboarding). + +## Referrals + +Every time we open a new role, we will share the details and ideal profile with the team during standup. + +If you know someone who would be a great addition to the team, please submit them as a referral. If they're successfully hired, you'll receive a $1000 Referral Bonus! The bonus can be either paid to you directly, or towards a charity of your choice (and we will match the amount). You can also split the amount between you and the charity. + +**What counts as a referral?** +Someone you have a personal or professional relationship with to confidently say they align with our values and fit our requirements. Please make sure the candidate has given their consent before putting them forward! + +**What's the process?** +* If there is an ongoing conversation, please ping Eltje into the email thread with the referred candidate, she will take it over from there. +* Otherwise, Send Eltje their CV and contact details. If you don't have their resume, please include a link to their LinkedIn profile. +* If they have applied themselves already, let Eltje know within 48 hours of them applying. + +**Referral payout process:** +The bonus date is 3 months from the new team member's start date and will be processed as part of payroll. + +**External referrals** +We also welcome external referrals, e.g. from: +* From our investors +* From the PostHog community (the users Slack Group, and posting on our social media profiles for our followers to see) +* From the YC community (Slack / WhatsApp / Forum) + +As a thank you, we will give you $50 credit for our [merch shop](https://merch.posthog.com/). + +## Visa sponsorship + +Building a diverse team is at the heart of our culture at PostHog and we are proud of be hiring internationally. In some cases, this includes the need for visa sponsorship. We are currently only able to provide visas in the US and the UK. + +- If you are already in the country on a visa (e.g. employed, youth mobility), or require a new visa to remain in the country (e.g. student converting to employed), we will cover the costs for any employee, new or current. +- If you wish to relocate and need a visa, we unfortunately will not cover the cost for obtaining the visa or any relocation costs. + +For employees where PostHog covers the costs related to obtaining a visa, the employee agrees to reimburse PostHog if they voluntarily terminate their employment prior to the completion of 12 months of service. The costs will be calculated on a monthly basis, so when the employee decided to leave after 10 months, they will have to repay 2/12 of the costs related to the visa. + +In case a candidate needs a visa sponsorship, please keep in mind that the process is lengthy and costly. + +## Where to find great candidates + +### Direct outreach + +Outreach has a few advantages: + +* We can approach people with very specific or relevant experience, even when they are not currently looking for a new role +* It allows us to encourage candidates from a wider range of backgrounds to apply +* It also helps with building an employer brand and general awareness + +It is possible to research a list of potential candidates through: + +* Workable - [People search](https://help.workable.com/hc/en-us/articles/115012750768-What-is-People-Search-) is a great tool to find profiles, email addresses and social media profiles! +* LinkedIn - [Boolean searches](https://www.talentlyft.com/en/blog/article/306/boolean-search-a-simple-guide-for-recruiters) are your friend! +* Twitter +* Behance +* Dribble +* AngelList + +It is important before starting outreach like this that you consider *why* a candidate messaged through this approach would move to us, so that your note to them can explain why you felt it might be a nice fit. + +### Job boards + +#### Design + +We are learning which boards work well: + +- [Behance](https://www.behance.net/adobetalent) +- [Dribbble](https://dribbble.com/jobs/new) + +#### Engineering + +- HackerNews Who's Hiring + - Tend to get high quality candidates, and people interested in working at startups. + - See [Tim's comment history](https://news.ycombinator.com/threads?id=timgl) for a template. +- [AngelList](https://angel.co) + - We found Eric through there. Higher quality than RemoteOK and pretty high volume. +- [RemoteOK](https://remoteok.io/) + - High volume of candidates, but much lower quality. + +#### General + +- Workable pushes all jobs to 17 job boards, including LinkedIn, Indeed etc. +- Since PostHog is a YC company, we can place job ads in YC's [Work at a Startup list](https://www.workatastartup.com/jobs). +- [AngelList](https://angel.co) + diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/offboarding.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/offboarding.md new file mode 100644 index 0000000..70b12f1 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/offboarding.md @@ -0,0 +1,109 @@ +--- +title: Offboarding +sidebar: Handbook +showTitle: true +--- + +Offboarding team members can be a sensitive time. The aim of this policy is to create transparency around how this process works. + +Very infrequently, we may have long term contractors working for PostHog, acting essentially like a permanent employee. In this case, the process below is exactly the same. This offboarding policy *does not* apply to regular contractors who are doing short term work for us. + +## Voluntary Departure + +In this case, the team member chooses to leave PostHog. + +We ask for 30 days of notice by default (unless locally a different maximum or minimum limit applies), and for you to work during that notice period. This is so we have some time to find someone to hire and to enable a handover. + +If you are a current team member and you are thinking about resigning from PostHog, we encourage you to speak with your manager or the [people team](https://posthog.com/handbook/people/team-structure/people) to discuss your reasons for wanting to leave. We want to ensure that all issues team members are facing are discussed and resolved before a resignation decision has been made. + +If resignation is the only solution after you have discussed your concerns, please communicate your intention to resign to your manager or the people team. We will then start a discussion around what is needed for the handover. + + +## Involuntary Departure + +In this case, we require the team member to leave. + +This is generally for performance reasons or because the company's needs have changed and the role can no longer be justified. + +Once the team member has been with us for 3 months, we will provide a 4-month [notice](https://posthog.com/handbook/people/compensation#severance) (otherwise, it will be a month). We will usually ask the team member to stop working immediately, but still pay them a 4-month severance). + +## Communicating Departures + +PostHog cannot always provide context around why people are leaving when they do. + +In the case of voluntary departure, we will ask the team member if they wish to share what they're up to next with the team. + +In the case of involuntary departure, we will aim to be as transparent as possible about the reasons behind the departure, while respecting the individual's privacy. + +## The Process for Offboarding + +For involuntary leavers, we will schedule a call, covering the following points with the team member: + +1. Final pay +2. Share options vested +3. Company property +4. Business expenses +5. Personal email to the company + +During the call, someone on the ops team needs to complete the [offboarding checklist](#offboarding-checklist). + +For voluntary leavers, the people team will schedule an [Exit interview](https://forms.gle/DaNGRhmvQJcLGfpa9) to hear more about the team members experience working at PostHog, their reasons for leaving and to identify areas for improvement. This will usually happen on their last day. + +During the call, we will also cover above questions and answer any open questions the team member has. + +If the team members works their notice period, we will start an offboarding issue and document the progress and handover in there. + +### Final Pay + +Final pay will be determined based on length of service and the reasons for leaving. + +* If the offboarding is voluntary, you will be paid up until your last day. We will look at the amount of holiday taken in the last 12 months and will pay any "unused" vacation pay assuming you would have taken 25 days (since we offer unlimited vacation periods). +* If the offboarding is involuntary and due to performance reasons or a change in business needs, you will receive 4 months of pay, provided you have passed your probation period. +* If the offboarding is voluntary or involuntary and due to performance reasons during your probation period, 1 week's notice applies. +* If the offboarding is involuntary and for gross misconduct or breach of contract, you may be paid nothing and receive no notice. + +We are likely to ask departing team members to sign a release of claims in order to receive payments beyond their final day of work. + +Please note that if there are local laws which are applicable, we will pay the greater of the above or the legally required minimum. + +### Share Options Vested + +If you have been allocated share options, we will confirm how many have vested and the process by which you may wish to exercise them. We have a team-friendly post-departure exercise window of 10 years, and most team members who leave will be deemed a 'good leaver' unless you have been terminated due to misconduct or negligence. + +### Company Property + +You will be required to return any company property to us. PostHog will cover the cost of shipping this. + +### Business Expenses + +We will pay any expenses in line with our policy that are still unpaid. + +### Personal Email to the Company + +In the case of voluntary offboarding, you will be offered the chance to send a goodbye email to the company, with relevant contact information as you move on. + +## Offboarding checklist + + (Voluntary leavers only) Arrange handover
+ (Voluntary leavers only) Schedule [Exit interview](https://forms.gle/DaNGRhmvQJcLGfpa9)
+ Arrange company property to be returned
+ (Contractor only) End their contract on Deel
+ (UK employee only) Email DRG with their last day, remaining annual leave and to remove them from the pension scheme
+ (UK employee only) Email Parallel to remove them from Bupa and Medicash
+ (UK employee only) Email team member P45 and upcoming payslips
+ (US employee only) Remove the team member from Gusto (Gusto will automatically end any benefits provided via the platform, e.g. medical insurance
+ (US employee only) Get the team member to sign their termination certificate
+ Put on an out of office (forward email if the leavers expects external communication), then deactivate the GSuite account for the team member
+ Make any outstanding notice payments (if applicable)
+ Cancel team member's company card on Brex/Revolut - _check if they have any company subscriptions first that need transferring_
+ Offboard member on CharlieHR
+ Add departure to hiring forecast on Pry
+ Remove team member from PostHog organization in GitHub
+ Remove team member from the internal company Slack
+ Remove team member from PostHog Users Slack
+ Remove team member from 1password
+ Remove team member from app.posthog.com
+ Remove team member from AWS
+ Remove team member from Workable
+ Remove team member from the [Team page](https://posthog.com/handbook/company/team)
+ Ask their manager for any other accounts they need to be removed from
diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/onboarding.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/onboarding.md new file mode 100644 index 0000000..6952371 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/onboarding.md @@ -0,0 +1,141 @@ +--- +title: Onboarding +sidebar: Handbook +showTitle: true +--- + +As a remote organisation, doing a great job of welcoming a new member of the PostHog team is really important. You may find that you need to invest extra time and effort into onboarding someone than you might at a company where everyone is physically located together. + +We have members working all around the world, so their onboarding process may look a little different depending on where they are based and what type of contract they are on. We either bring on new people as an employee or contractor (with equivalent terms and benefits as an employee) dependent on the jurisdiction. + +If you have any questions on any of this stuff, ask Charles, James or Tim. + +The best way to run through this checklist is to copy the relevant sections below into an onboarding issue on the [Ops Roadmap](https://github.com/orgs/PostHog/projects/2) in GitHub. + +## Upon Offer Acceptance + +Eltje or Charles will create the contract needed, depending on who is joining. Only James and Tim are allowed to sign on behalf of the company. + +### US Team Member Checklist + + Create a contract using the [Google Docs template](https://docs.google.com/document/d/15cdfWfGj5OWBpVST6VcMwb5TP5qLVPQd9SGWKSnB9bc/edit?usp=sharing) in the Legal Docs shared drive
+ If we are employing someone in a new state for the first time, check the tax filing requirements on Gusto as soon as possible, as there can be a long lead time
+ +### UK Team Member Checklist + + Create a contract using the Google Docs templates for [CIIA](https://docs.google.com/document/d/1r7Xc1ALf-JKUrL3g_oyzaQ8H3SOuVchBpJrGp7TINdc/edit?usp=sharing) and [Offer Letter](https://docs.google.com/document/d/1ZzF5hbVmTmKIYKxW7JkXzrBFFNrztkcNvcdO643r6sY/edit?usp=sharing) in the Legal Docs shared drive
+ Email Parallel to add them to our pension scheme
+ +### Non-US nor UK Team Member Checklist + + Use [Deel](https://letsdeel.com) to set up as a contractor. Choose 'Create a contract' and select fixed. Follow the instructions. This contract will cover pay, notice period, confidentiality and IP assignment.
+ Choose the last day of the month to make payments for ongoing work, else choose something appropriate for a short term contract
+ Select a notice period of 30 days
+ Select for the contractor to upload necessary compliance documents
+ Select for the contractor to be potentially allocated equity in the future (if this has been agreed)
+ Under 'Other Specifics' add the following as a special clause: _Contractor agrees to comply with any rules, policies and procedures set out in the Company Handbook, a copy of which is available on the Client's website. To the extent that there is any conflict between the terms of this Agreement and the Company Handbook, the terms which are more favorable to the Contractor shall prevail._
+ +## The Week Before They Join + +Eltje and the new team member's manager will mostly do this. + + Add the team member to [CharlieHR](https://posthog.charliehr.com/) and ask them to fill in all details, upload relevant docs (e.g. passport scan). Once they are on, manually change their profile so their holiday requests are auto-approved.
+ (UK only) Send a copy of their HMRC new starter form on CharlieHR to DRG, and include their salary and if they are full or part time
+ (UK only) Ask if they want to be part of our [private healthcare](/handbook/people/benefits#private-health-insurance) and if they want to contribute our [pensions](/handbook/people/benefits#pension-and-401k-contributions)
+ Send team member a copy of this page so they can check everything has been done
+ (US only) Add the team member to [Gusto](https://app.gusto.com)
+ (UK only) Send the team member the HMRC new starter form, pass it on to DRG once signed for payroll
+ Create GSuite account for the team member
+ Add team member to 1password
+ Check that the team member is invited to the daily standups and any other regular meetings (e.g. retros, life stories)
+ Send team member a link to the [Handbook](/handbook)
+ Send team member a digital company card
+ Team member to purchase any necessary equipment as per the [spending money](/handbook/people/spending-money) guidelines
+ Ask Charles to give them $100 credit to spend on Shopify
+ Share the [Important Company Details](https://docs.google.com/spreadsheets/d/1k4o4VN5VSsgFZpVYrN28Ib0z_pCJFTJyQdfkZEHhOV0/edit?usp=sharing) sheet with them
+ Add team member to the PostHog app
+ Send them an invite to [Drata](https://app.drata.com) to do security onboarding and their background check
+ Add the team member's details to our hiring plan in Pry
+ Add the team member's share options to Captable.io (if relevant)
+ +## On Their First Day + + Manager to book a weekly 1:1 with the team member
+ (UK only) Schedule a [right to work](https://www.gov.uk/guidance/coronavirus-covid-19-right-to-work-checks) check with Eltje + Send them these instructions on adding the [team time off cal](https://intercom.help/charliehr/en/articles/839648-importing-your-time-off-calendar-to-google-calendar) to their Gcal
+ For the first week or so, book extra sessions as appropriate to provide extra help
+ Add team member to any relevant Google Groups
+ Add team member to the internal company Slack (and give them a warm welcome!)
+ Also add them to the virtual-coffee and standup channels on Slack
+ Add team member to PostHog Users Slack
+ Add team member to PostHog organization in GitHub
+ Share user interview notes with them, found in [this doc](https://docs.google.com/document/d/1762fbEbFOVZUr24jQ3pFFj91ViY72TWrTgD-JxRJ5Tc/edit). If the person is particularly interested in more historical context, here are the notes from [Q4-2020](https://docs.google.com/document/d/1gJlsUDrlW7ur8zT5scqRvXZhapm_0JdvKGiw68Iyx9E/edit), and [Q3-2020](https://docs.google.com/document/d/1vrwn-owF320otkm3oODCFjvqj7gptF6QaFFO6v-_RhY/edit).
+ Team member should add themselves to the [customer interviews calendar](https://calendar.google.com/calendar/?cid=Y19tczllaWN1Ym92ZGgxYWhzNmtoY2xpNTQ3b0Bncm91cC5jYWxlbmRhci5nb29nbGUuY29t). + +> Not a hard requirement by any means, but we highly recommended that you join a feedback call and/or product demo in your first weeks. It provides great context on our users. + +### Additional Access + +Add these if appropriate for the role: + +#### Engineering + + 'Team' group in AWS
+ PagerDuty and into on-call rotation - make sure the alerts work
+ Papercups for customer support
+ Heroku
+ Add team member to Grafana, Sentry, and ask yourself if there are any other dev tools in use that the team member needs access to (then update this list)
+ +#### Ops + + Workable if they are involved in recruitment
+ Google Voice - an admin will need to issue them a licence, add the company address and assign them a number, then invite
+ Any relevant job boards we advertise on
+ Gusto, Deel and/or CharlieHR admin access if they are involved in people ops
+ Hubspot if they are involved in customer-facing roles (e.g. sales, user interviews)
+ Any relevant banking or accounting software (very unlikely)
+ +## PostHog buddy + +Starting a new job is really exciting, but it can also be a little bit overwhelming. To make your first few weeks a bit easier, we started a buddy system. +The buddy can help with any questions that pop up and with socializing during the first couple of weeks at PostHog. Of course, everyone is available to help, but it’s nice to have a dedicated person to help. + +We will pair people in similar time zones to make sure you get the most out of each other. The goal is to have a catch up at least once a week during the first few weeks, including time to chat about non-work topics. + +## Tools we use + +We use a number of different tools to organise our work and communicate at PostHog. Below is a summary list of the most important ones - this list is not intended to be exhaustive + +### Everyone +- Google Suite - Gmail, Google Apps such as Docs, Sheets, Slides +- GitHub - most comms and product work +- Slack - we have an internal workspace and a users Slack as well +- Brex (US) or Revolut (UK) - company cards and expenses tracking +- Shopify - powers our merch store +- CharlieHR - holiday tracking, personal details + +### Engineering +- AWS +- Pagerduty +- Heroku +- Grafana +- Sentry + +### Design +- Figma - our main design tool + +### Ops +- HubSpot - for managing all sales +- Papercups - our support platform +- Pry - financial modelling +- Captable.io - cap table management +- Fondo - US accounting +- Xero - UK accounting +- Calendly - external meeting scheduling (e.g. demos, sales) +- Gusto - US payroll +- Deel - international payroll and contracts +- Workable - recruitment tool + +## Signatories + +James and Tim at this time are the only people able to sign legal paperwork on behalf of the company. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/side-gigs.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/side-gigs.md new file mode 100644 index 0000000..a9ecc7b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/side-gigs.md @@ -0,0 +1,23 @@ +--- +title: Side gigs +sidebar: Handbook +showTitle: true +--- + +PostHog looks for passion in the people it hires. This often correlates with people who do things like public speaking or have side projects as a hobby. For example, we view pre-existing open source work as a strong qualifier that you're good enough at programming that it's fun to do rather than frustrating and hard! + +These side gigs may sometimes earn you money. Sometimes, you may one day want your side gig to become your main gig. + +We have deliberately called them "side gigs", as we are ok with you earning money on the side. We are not ok with this being your main focus and PostHog being just a paycheck. Quite simply, we are too small for PostHog not to be your main motivation. + +## Managing Time + +The key distinction to something being a side gig, and thus it being appropriate, is its impact on your work and the amount of time involved. + +A few hours a month on a paid side gig is acceptable. Over 10 hours a week on a paid or open source side gig is a significant amount of extra work which we would expect to start impacting your performance. + +If you are doing paid speaking, make it clear that you work for us, and the exception based on time does not apply - we view this as a great way to get PostHog's name out there. + +In a few cases, you may want your side gig to become your full time work one day. That is ok - please just let us know, so we can create a plan. We will try to match you with tasks at PostHog that will help your long term goals, while not impacting your work performance, and will create a timeframe for you that works. We know the key to motivated people is to help you achieve your long term goals, and to align this with what PostHog needs, whether or not you eventually achieve them with us. + +Above everything else, if you are going above and beyond for PostHog and you're still able to look after yourself properly, side gigs (whether paid or unpaid) are totally fine. We don't think that's possible beyond a certain level of time/energy commitment to them, but we are very happy for you to spend a little time on them each week. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/spending-money.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/spending-money.md new file mode 100644 index 0000000..e335c7e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/spending-money.md @@ -0,0 +1,167 @@ +--- +title: Spending money +sidebar: Handbook +showTitle: true +--- + +There are many occasions when you will need to spend company money. + +PostHog is a lean organization - the less we spend, the more time we have to make sure the company takes off. However, it is more important you are productive, healthy, and happy. + +Please just spend company money like it's your own. + +If it's a trivial expense, just buy it. We provide you with a company card with a \$1,000/month spending limit for this reason. We use Brex for everyone, and also provide UK team members with a Revolut card. + +If you live in the UK, you should use your Revolut card for UK-specific spending (i.e. ordering from UK sites), and Brex for everything else. This is for UK accounts-reporting reasons, as we have a UK subsidiary. + +For larger expenses which don't fit into the items here, please **raise a policy suggestion for it as a pull request** in this doc, so we can document our decision making into our policy rather than making everything case by case. + +## Trivial Expenses + +Just do it. + +This means expenses that are under \$75 one off or under \$20/month recurring that we can cancel easily. + +## Saving Receipts + +Make sure you *keep copies for all receipts*. If you expense something on a company card and cannot provide a receipt, this may be deducted from your pay. + +You should default to using your company card in all cases - it has no transaction fees. If you need to use your personal card in an emergency, please just let Charles know afterwards to get reimbursed manually. + +PostHog uses Brex and Revolut's built-in expenses tracking feature. You'll find using their apps the easiest way to submit receipts. + +### Brex + +- Buy something on your Brex card. +- If it's a digital invoice, just forward it to receipts@brex.com. If it's a physical receipt, respond to the Brex or SMS notification with a picture of your receipt. +- You _only_ need to submit receipts for purchases of \$75 or more. +- That's it! + +Make sure you forward digital invoices to Brex from your PostHog email address - it won't work if you send from another email address. + +### Revolut + +- Buy something on your Revolut card. +- If it's a digital invoice, just forward it to ukinvoices@posthog.com. If it's a physical receipt, take a picture and forward it to the same place. +- You need to submit receipts for _all_ purchases. + +Accidentally bought something on the company card when it was a personal expense? Don't worry! Again, just let Charles know _as soon as you become aware_ and he will provide you with the relevant bank details for you to repay the company. + +## Making Larger Purchases + +If your purchase fits within the policy below, there is no need to ask. We **cannot** pay you back for anything without a receipt if you use your personal card. + +You may not have enough space on your company card if you're a new starter, just ask Charles (and if he's unavailable, James H or Tim) to increase your limit. + +## Equipment + +PostHog is an all-remote company. This means it's important you have an ergonomic setup at home to be as productive as possible. + +PostHog will provide you with office equipment. Please note that it remains PostHog's property. + +### Laptop + +We'd prefer you to use a laptop. This is so when we host meetups in real life, you can easily bring your work with you. We'd prefer everyone uses Apple laptops, just to keep life simpler - for example, that means everyone can use the same software, and as we get bigger, it'll mean we're dealing with one supplier, not many. + +* If you are in an engineering role, we recommend a Macbook Pro with an Intel processor with 32GB of RAM. The processor selection here is important as we want to ensure that you're able to run all the technologies in our stack and several of them have yet to be adapted on the new Apple architecture. Base processor and storage. +* If you are in a design role, we recommend a Macbook Pro with an Apple Silicon processor and 16GB of RAM. Base processor and storage. +* If you are in a non-technical role, we recommend a Macbook Air with an Apple Silicon processor and 8GB of RAM. Base processor and storage. + +These are just general guidelines - the most important thing is that you select the model that is appropriate for _your_ needs. If your requirements are different to the guidelines above please just ask. + +Apple offer multiple screen sizes. The larger screen sizes (15 inches +), are disproportionately more expensive. These make sense if you do a ton of work in coworking spaces or cafés where you do not have a second screen. If you are realistically going to do most of your work at home, it is more rational to pick a smaller laptop size, and to get a large (27 inch) monitor. + +When buying something at Apple we can get 3% cashback on purchases through Brex. You should be able to find that in the 'Rewards' tab on brex or ask Tim or Charles. + +You may be asked if you wanted to purchase Apple Care - please don't buy this as it's not great value for money. + +We would expect to spend \$1200 to \$2000 on a laptop, depending on what you need to run. We find the easiest solution is to just purchase directly from Apple's website in your territory. + +### Monitor + +For monitors, we suggest you pick one that supports 4K. This means you'll get a higher resolution than a standard HD monitor, and thus can fit more content onto the screen. + +We would expect to spend \$250 to \$350 on a monitor. Philips have a [great value model](https://www.amazon.com/Philips-276E8VJSB-3840x2160-UltraNarrow-DispalyPort/dp/B07JXCR263). It comes with an HDMI cable, but you'll need an adaptor to USB-C with most Apple laptops. + +### Keyboard, Mouse, and Laptop Stand + +We'd encourage you to buy a keyboard, mouse and laptop stand. + +Again, Apple items for keyboards and mice should be what you default to - refurbished is usually fine. + +[Nextstand](https://www.amazon.co.uk/NEXSTAND-K2-Adjustable-Foldable-Portable/dp/B01HHYQBB8) make great value laptop stands that are portable. + +### Chairs and Desks + +We find that most people already have a desk and chair that are comfortable. + +If you do not, please suggest something to us. We aren't yet at the stage where we can afford the latest and greatest here, but we will aim to be reasonable. + +For example, if you would like a standing desk, buy one you consider to be good value. + +We would expect to spend \$250 on a desk, and around the same for a chair. + +### Headphones + +If you need to work in a noisy environment and don't already have noise cancelling headphones with a microphone, feel free to buy a pair. + +We would expect to spend \$250 on noise cancelling headphones. + +## Software + +Software expenses are treated as above and will generally fall into trivial. + +We are *strongly opposed* to introducing new software that is designed for collaboration by default. There needs to be a very significant upside to introducing a new piece of software to outweigh its cost. + +The cost of introducing new collaborative software is that it creates another place where todo items / comments / communication can exist. This creates a disproportionate amount of complexity. + +Our entire stack for collaborative software is pleasingly simple. All we use is: + +* Google Sheets - spreadsheets +* GitHub - documents, code, discussion +* Slack (premium) - chat (although we encourage you to default into discussion of features/strategy etc into GitHub) +* PostHog - product analytics +* Figma - graphic design + +Individual software is down to your personal preference, and we encourage you to share cool software. + +### IDEs + +* IDEs range widely in cost. Best in class IDE suites can cost up to \$700, which is a bad value proposition for most engineers. However, we are happy to revisit this policy if you have very specific needs. +* Before then, if you wish to spend up to \$200 on an IDE, that is fine. Visual Studio, VIM and PyCharm are the most popular within our team. + +## Work Space + +We care about you being healthy, happy and productive. + +While PostHog will use the money saved from not having office space for real life meetups, we are happy to cover some expenses related to where you work. Most people do most of their work from home, but we understand that getting out of the house from time to time can help you escape cabin fever! + +You can spend up to \$200/month to work in cafés or coworking spaces if working from home is impractical. As always, you must provide receipts for all costs, and in this case, they must only be for yourself. + +If you live in the US, a particularly good way to use this budget is to cover the cost of Amex Platinum which provides WeWork access. Outside of the US, you may sign your own agreement or buy day vouchers as needed. We will not cover costs beyond this amount of money. + +## Celebrations and life events + +It's important to us at PostHog to celebrate team member milestones and achievements. + +**Birthdays** + +We have a budget of $50 for a personalised birthday gift. Eltje will reach out to the team a week before the birthday to start a virtual birthday card and ask for gift ideas. + +**PostHog anniversaries** + +For every PostHog anniversary, we will donate $50 to a charity of your choice. And just like for birthdays, we will also send a virtual card. + +**Significant life events** + +For events like childbirth, weddings, return to work after extended sick leave or the loss of a loved one, Eltje will send flowers and a gift, the budget is $100. We will also send a virtual card. + +## Client Meetings + +If you are meeting a user for an interview or a potential customer, we would encourage you to pick up the bill. + +At PostHog's current stage, a fancy coffee shop is encouraged. A fancy lunch or dinner is not. + +## Training + +We have a separate section on spending money on [training](/handbook/people/training) (which covers things like books and conferences). diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/_team_template.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/_team_template.md new file mode 100644 index 0000000..dd4011b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/_team_template.md @@ -0,0 +1,23 @@ +--- +title: Team Example +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Jane Doe (Team Lead, Full Stack Engineer)](/handbook/company/team/#jane-doe-software-engineer) +- [Max Mustermann (Full Stack Engineer)](/handbook/company/team/#max-mustermann-software-engineer) + +## Mission + +## Responsibilities + +## Customer + +## Output metrics + +## Slack channel + +[#team-example](https://posthog.slack.com/messages/team-example) diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/core-experience.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/core-experience.md new file mode 100644 index 0000000..fb869d1 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/core-experience.md @@ -0,0 +1,39 @@ +--- +title: Team Core Experience +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Eric Duong (Team Lead, Full Stack Engineer)](/handbook/people/team/#eric-duong-software-engineer) +- [Paolo D'Amico (Product Manager)](/handbook/people/team#paolo-damico-product-team) +- [Buddy Williams, Full Stack Engineer](/handbook/people/team/#buddy-williams-software-engineer) +- Sam Winslow, Full Stack Engineer +- [Li Yi Yu, Full Stack Engineer]((/handbook/people/team/#li-yi-yu-software-engineer)) + +## Mission + +To create the easiest way to discover insights about products and its users + +## Responsibilities + +- Extending feature set as suggested by requests, by our own ideas, and by need for parity with other platforms +- Maintaining data quality and clarity +- Ensuring performant and clear user experience across all analytics functionality + + +## Customer + +- Any PostHog user, whether they're an engineer or a product manager, should be able to effectively analyze their product. + +## Output metrics + +- Retention per feature + +[Dashboard](https://app.posthog.com/dashboard/1124) + +## Slack channel + +[#team-core-experience](https://posthog.slack.com/messages/team-core-experience) diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/design.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/design.md new file mode 100644 index 0000000..a2ed294 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/design.md @@ -0,0 +1,41 @@ +--- +title: Team Design +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Cory Watilo (Team lead, Lead Designer)](/handbook/company/team/#cory-watilo-lead-designer) +- [Lottie Coxon, Graphic Design)](/handbook/company/team#lottie-coxon-graphic-designer) +- Mike Nicklas, Front End Engineer + +## Mission + + + +## Responsibilities + +- Support Small Teams (and contributors) in building better versions of PostHog +- Enable customers to build better products (using PostHog) +- Communicate to prospective customers the value we provide + +Tangibly, we: + +- Initiate new projects to support the responsibilities above +- Support Small Teams in completing their sprint tasks +- Iterate based on feedback from customers + +## Customer + +- The other small teams - [here is a guide](handbook/company/working-with-design) on how to best work with the Design team. + +## Output metrics + +- Acquisition +- Retention + +## Slack channel + +[#team-design](https://posthog.slack.com/messages/team-design) diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/extensibility.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/extensibility.md new file mode 100644 index 0000000..d7cf268 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/extensibility.md @@ -0,0 +1,59 @@ +--- +title: Team Extensibility +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Marius Andra (Team lead, Full Stack Engineer)](/handbook/company/team/#marius-andra-software-engineer) +- [Michael Matloka (Full Stack Engineer)](/handbook/company/team/#michael-matloka-software-engineer) +- [Yakko Majuri (DevRel + Full Stack Engineer)](/handbook/company/team/#yakko-majuri-technical-writer-and-developer) + +## Mission + +Team Extensibility's job is to turn PostHog into a platform that everyone can integrate with. +In essence, we enable users to: +- get data _into_ PostHog +- get data _out of_ PostHog +- extend PostHog itself according to their needs + +## Responsibilities + +Team Extensibility is particularly responsible for: +- the plugin server +- the data ingestion pipeline +- PostHog integrations with all sorts of platforms (JS, Go, iOS, Zapier, Segment, etc.) +- the user experience of extensibility features in PostHog (e.g. plugins, webhooks) + +## Priorities + +1. Making sure there are no cracks in the walls and that we always keep in mind safety, security, and data + integrity of our systems. We code defensively, prefer allowlists to denylists, and so on. +2. A fabulous user experience. Connecting things to PostHog either via plugins or integrations + should spark joy. + +## Customer + +- Plugin developers, contributors to extensibility +- Plugin users (and in extension, all PostHog app users – who we'd love to make use of plugins) +- Integration users + +## Output metric + +- Number of plugins installed and/or in active use +- Used plugin-seconds on cloud, breakdown by team (for billing) +- Number of integrations and their usage + +[Dashboard](https://app.posthog.com/dashboard/1865) + +## Meetings + +- Sync: Monday, 9:00 UTC +- Sync: Wednesday, 15:00 UTC +- Internal release planning: Friday every other week + +## Slack channel + +[#team-extensibility](https://posthog.slack.com/messages/team-extensibility) diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/growth-engineering.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/growth-engineering.md new file mode 100644 index 0000000..825fbd8 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/growth-engineering.md @@ -0,0 +1,62 @@ +--- +title: Team Growth Engineering +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Kunal Pathak (Team lead, Growth Engineer)](/handbook/company/team#kunal-pathak-growth-engineer) + +## Mission + +Generate scalable growth by applying focused efforts of product, data, and engineering to specific areas of our business. + +## Responsibilities + +* Own activation flow +* Own revenue flow +* Proactively search for (and execute) opportunities to run experiments to improve output metrics anywhere in the business + +## Customer + +Growth engineering works + +## Output metrics + +* Acquisition +* Activation +* Revenue + +## Principles + +### Solve Problems, not Metrics + +We do not focus on moving a number– we are focused on solving real problems and solving real pain to drive growth. Metrics are used to help inform the work we do, check our assumptions, and measure our progress. However, we believe metric growth is a side effect of great experiences and solving real pain. + +### Find the 80-20 + +It is important that we approach problems with pragmatic solutions – focus on finding the 20% that will solve 80% of the pain. + +As a team with a narrow and dynamic focus, it is critical for us to boil down problems to their core and to effect change on those. Future work or progress should be summarized and shared as learnings with the broader team so we can reprioritize when appropriate. + +We are a dynamic team that jumps across many different areas. We believe that it is better to be growing and getting better day by day for the next year than to be stagnant everyday but great in a year. + +### Any Jank is Jank + +We believe in product-led growth. This means that the product experience is always the most important thing to maintain. + +Pragmatism, dynamic ownership, and the 80-20 rule are not reasons to ship poor or broken product experiences. + +Nothing hurts growth more than a bad product. + +### Control the Inputs, Trust the Process + +Great execution beats everything. + +We believe that rapid iteration, compounding our learnings, and following our experiment process will eventually lead to success. We trust that as long as we are making sound decisions and running great analyses, the right things will happen. + +## Slack channel + +[#team-growth-engineering](https://posthog.slack.com/messages/team-growth-engineering) \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/infrastructure.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/infrastructure.md new file mode 100644 index 0000000..56699a1 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/infrastructure.md @@ -0,0 +1,73 @@ +--- +title: Team Infrastructure & Deployments +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +![Image of Cloud Infrastructure](https://github.com/PostHog/posthog-cloud/blob/master/docs/images/infra.png?raw=true) + +## People + +- [James Greenhill](/handbook/company/team/#james-greenhill-software-engineer) (Team lead, Data/Infra Engineer) +- [Karl-Aksel Puulmann](/handbook/company/team/#karl-aksel-puulmann-software-engineer) (Full Stack Engineer) + +## Mission + +Make using and developing for PostHog as reliable as running water. Wherever you want it. + +## Goals + +- We don't lose events +- Data is as up to date as possible +- Engineers always be able to ship and build +- Fail fast. Fix faster. +- Ship anywhere +- Stack scales with demand +- Support Small Teams (and contributors) in building and debugging Posthog +- Be frugal. + +## Responsibilities +Concrete things we take responsibility over: + +- [app.posthog.com](app.posthog.com) and its infrastructure +- On Prem & Single Tenant deployments +- CI/CD - How we deploy +- Data infrastructure (Clickhouse, Kafka) +- Monitoring and Alerting stack + +## Customer + +- Other Small Teams in making sure they have the tools (databases, queues, etc) and the ability to deploy effortlessly that they need to build +- End users (Both cloud and on-prem teams) + +## Output metrics + +### VPC +###### Retention +- Metric: Retention +- Objective: Better than cloud +### Cloud +###### Data Loss +- Metric: Data loss % +- Objective: < 0.1% +###### Uptime +- Metric: Uptime +- Objective: > 99.99% +###### Speed +- Metric: Speed +- Objectives + - Event ingestion: TBD + - Query response: TBD +- Overall: We should anticipate increasing demand (either manually or automatically) +##### Cost +- Metric: Infra Costs +- Objective: Our costs should grow at a rate that is sublinear relative to scale +### Dev Experience +##### Dev Experience NPS (Infra) +- Metric: Developer experience (relating to infra) (maybe NPS?) +- Objective: TBD (maybe NPS?) + +## Slack channel + +[#team-deployments-and-infrastructure](https://posthog.slack.com/messages/team-deployments-and-infrastructure) diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/marketing.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/marketing.md new file mode 100644 index 0000000..f8138cb --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/marketing.md @@ -0,0 +1,36 @@ +--- +title: Team Marketing +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- Mo Shehu, Content Marketer + +## Mission + +Make PostHog a ubiquitous developer tool. + +## Customer + +Innovative technical teams, who care about: + +* a unified product analytics platform +* open source +* control: hosting, pricing, source, data, privacy and security + +We will expand to non-technical teams when we have achieved technical awareness saturation. + +## Output metrics + +* Acquisition + +## Philosophy + +Be kind, concise and direct. + +## Slack channel + +[#team-marketing](https://posthog.slack.com/messages/team-marketing) diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/people.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/people.md new file mode 100644 index 0000000..59ddf9e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/people.md @@ -0,0 +1,45 @@ +--- +title: Team People +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People & Culture + +- [Eltje Lange](/handbook/company/team#eltje-lange-people-and-talent) +- [Recruitment and Operations Coordinator](https://apply.workable.com/posthog/j/554EC800BE/) (currently hiring!) + +## Mission + +Make PostHog the best place everyone here has ever worked. Our goal is to create a world-class (remote) culture, prioritising impact, autonomy and personal development. + +## Responsibilities + +Our people team works across talent, people operations and culture: + +- We attract, engage and hire top talent from around the world, while ensuring an outstanding candidate and hiring manager experience. +- Building a [diverse and inclusive culture](/handbook/company/diversity) is at the heart of everything we do. +- We support our team throughout the entire employee lifecycle - from making an offer, to onboarding and career development, to parental leave and eventually parting ways. +- We create light-touch initiatives and processes that allow PostHog to act fast (while complying with local legislation) and [iterate](/handbook/company/culture#iteration) continuously. +- In the people team, we live and breathe our [culture](/handbook/company/culture) and [values](/handbook/company/values), and constantly work to make PostHog an even better place to work. + +## Customer + +All small teams as well as current, future and past candidates. + +## Output metrics + +Talent: +- Hiring progress vs. plan +- Time to hire +- Percentage of hires from [under-represented groups](/handbook/company/diversity#how-diversity-helps-us) + +People and culture: +- Quarterly Team engagement survey +- Turnover rate (voluntary and involuntary) + +## Slack channel + +[#people](https://posthog.slack.com/messages/people) - internally public, default for most people discussions +[#people_ops](https://posthog.slack.com/messages/people_ops) - internally confidential, for minority of issues, e.g. salaries, candidate offers \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/team-structure.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/team-structure.md new file mode 100644 index 0000000..99e6c12 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/team-structure.md @@ -0,0 +1,48 @@ +--- +title: Team structure +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +We've organised the team into small teams that are multi-disciplinary. [You can read about why we've done it this way.](/handbook/people/team-structure/why-small-teams). + +## Engineering + +- **Core experience** + - [Eric Duong (Team Lead, Full Stack Engineer)](/handbook/people/team/#eric-duong-software-engineer) + - [Paolo D'Amico (Product Manager)](/handbook/people/team#paolo-damico-product-team) + - [Buddy Williams, Full Stack Engineer](/handbook/people/team/#buddy-williams-software-engineer) + - Sam Winslow, Full Stack Engineer + - [Li Yi Yu, Full Stack Engineer]((/handbook/people/team/#li-yi-yu-software-engineer)) + +
+ +- **[Extensibility](extensibility)** + - [Marius Andra (Team lead, Full Stack Engineer)](/handbook/company/team/#marius-andra-software-engineer) + - [Michael Matloka (Full Stack Engineer)](/handbook/company/team/#michael-matloka-software-engineer) + - [Yakko Majuri (DevRel + Full Stack Engineer)](/handbook/company/team/#yakko-majuri-technical-writer-and-developer) + +
+ +- **[Infrastructure and Deployments](infrastructure)** + - [James Greenhill](/handbook/company/team/#james-greenhill-software-engineer) (Team lead, Data/Infra Engineer) + - [Karl-Aksel Puulmann](/handbook/company/team/#karl-aksel-puulmann-software-engineer) (Full Stack Engineer) + +
+ +- **[Growth engineering](growth-engineering)** + - Kunal Pathak (Growth Engineer) + +## [Design](design) + +- Cory Watilo (Team lead, Lead Designer) +- Lottie Coxon (Graphic Designer) + +## [Marketing](marketing) + +- Mo Shehu (Content Marketer) + +## [People & Culture](people) + +- [Eltje Lange](/handbook/people/team#eltje-lange-people-and-talent) (People and Talent) diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/why-small-teams.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/why-small-teams.md new file mode 100644 index 0000000..932e500 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team-structure/why-small-teams.md @@ -0,0 +1,110 @@ +--- +title: Why Small Teams +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +PostHog is structured for speed, autonomy and innovation. + +Many traditional organizations have big, separate functions. You have a product team, an engineering team, customer support, and so on. This slows things down when you scale because there are more layers of communication and complex approval chains. This stifles innovation - you have to get your boss to talk to someone else's boss to get work done. It also means that people can't really see the impact of their work. + +PostHog started off as a completely flat company with one big goal: to increase the number of successful products in the world. + +As we are getting bigger, we anticipate that it will get harder for people to see the direct impact of their work, which reduces the sense of ownership. + +We have therefore introduced Small Teams. These are designed to each operate like a startup. + +# How it works + +* The overall goal is for a Small Team to be as close to its own startup as possible, with only a handful of centralized processes +* A Small Team should never be more than six people +* A Small Team has an Accountable Person responsible for its performance - whoever is most appropriate depending on what the team is working on. This does _not_ mean the most senior person on the team. +* A Small Team must have (1) a customer (internal or external), (2) a mission and (3) metrics +* There may be certain functions where at our current stage we don't need a Small Team yet. +* Each Small Team runs its own retrospective + sprint every week. This must be done transparently. +* A Small Team has the final call in which of its features get into production, with no need for external QA/control - within our existing release schedule. +* A Small Team will, at some stage, be able to create its own pricing (too complex in immediate future to do this, however) +* Small teams should document what they build. + +# Small Teams list + +* Core Experience (trends, retention, funnels) +* Extensibility (plugins/APIs) +* Deployments and Infrastructure (AMI/VPC/PostHog Cloud) + +# Functional teams + +* People & Culture +* Marketing (includes website) +* Growth Engineering (proactive experiments / activation flow / revenue flow) +* Design + +# FAQ + +## Who do Small Teams report to? How does this work with management? + +The Accountable Person has the final say in a given Small Team's decision making - they decide what to build / work on. + +Each person's line manager is their role's functional leader (if possible). For example, engineers, no matter which Small Team they're in, will report to an engineer. It's important to note that management at PostHog is [very minimalist](management) - it's critical that managers don't set tasks for those in Small Teams. + +Think of the Small Team as the company you work for, and your line manager as your coach. + +## Can someone be in multiple Small Teams? + +No. This defeats the purpose of ownership. We should be hiring in both places. Sometimes that'll mean we "overstaff" certain teams, but in reality there will always be further projects we can move people onto if they run out of work. It's better to do this than to be perpetually understaffed and for our product to suffer as a result. + +## Who is in a Small Team? + +No more than 6 people, but that's the only rule. It could be any group of people working together. + +## Will this lead to inconsistent design? + +Eventually, yes. Other companies have a UX team that build components for everyone to use. Since we currently use [Ant Design](https://ant.design/), we don't need this just yet. + +## Can I still [step on toes](/handbook/values)? + +Yes. In fact it's actively encouraged. We still expect people to have an understanding of the entire company and what various people are working on. In engineering, we still expect you to understand how the entire system works, even if you're only working on infrastructure. You can only do your job well if you understand how it fits in with other parts of the system. + +You're actively encouraged to raise pull requests or propose changes to stuff that doesn't have anything to do with your small team. + +## Can people change teams? + +We try to keep moves infrequent and when needed. We anticipate moving people roughly every 3-9 months. We'd rather hire new people than create gaps by shifting people around. + +There are two scenarios that will trigger a move: + +* The Small Team may realize they no-longer need someone, or that they could really do with someone currently in another Small Team internally. +* An individual team member may wish to move in order to develop their skills or experience. + +It is at the discretion of the _manager_ of that person if they can move. + +## Aren't most our Small Teams way too small? + +In certain cases, but not everywhere. This will clarify where people will work. In fact, it'll make sure we keep the scrappy fun side of working here as we get bigger. A team doesn't _have_ to be six people. + +## How does hiring in the Small Team work? + +The Small Team is responsible for creating roles for those that they need. + +We have a centralized team that will then help you hire. + +James and Tim will meet every hire we make - it's a standard startup failure for founders to get too removed from hiring. We are very happy to then give you complete autonomy on the work you do, as best we can. + +## Does a Small Team have a budget? + +Spend money when it makes sense to do so. See our general policy on spending money. + +## How do you keep the product together as a company? + +Marcus (Tim until Marcus starts) will be ultimately responsible for us having (i) no gaps in product (ii) eliminating duplicate work (iii) making sure all Small Teams are working on something rational. This is how we manage the product. + +## How do you stop duplicate work? + +Marcus (Tim until Marcus starts) has the ultimate responsibility to make sure we don't build the same thing in two different teams, or that we don't accidentally compete with each other internally. + +By keeping communication asynchronous and transparent, this is made much easier to do than is typical at other organizations. + +## Can a Small Team "own" another Small Team? + +Not for now, no. Perhaps when we're much larger this is something to think about. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team.md new file mode 100644 index 0000000..492a60c --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/team.md @@ -0,0 +1,710 @@ +--- +title: Team +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + + + +
+ +
+ +

We are proud to be misfits. Why?

+ +Building an unusually great company starts with an unusual team. + +We don't care if you haven't finished (or attended) school, if you were super important at a FAANG company or if you ran a startup that crashed and burned. + +What we do care about is your ability to learn, iterate, and ship. + +That's why we have people in Belgium, the East and West coast of the US, England, Estonia, South Africa, the Democratic Republic of Congo, among other places. Learn more about [diversity](diversity) at PostHog. + +
+ +
+ +
+ +![Remote work globe animation](../../images/team/team-global.gif) +
Our team of 22 is distributed across 10 countries. + +
+ +
+ + + +
+ +## Core Team + +
+ + + +
+ +
+ +### James Hawkins, Co-Founder & CEO + +
+ +I spent the first 10 years of my career trying to be a professional cyclist. I used to do web development part time to make some money on the side. I wasn't particularly good at either. + +I live in Cambridge with Fran (wife), Ruby (daughter), and Wally (cat). Since you're probably wondering, the cat's name is a reference to [WALL-E](https://en.wikipedia.org/wiki/WALL-E) - work for us to find out why. + +After a growing sense of my own mortality combined with a bunch of large crashes put me off continuing with my cycling career, I bootstrapped an online marketing company to several million dollars a year. + +I wanted more experience of working in a VC backed startup, so I could work on something really ambitious. I moved to [Arachnys](https://arachnys.com), and somehow wound up as a their VP of Sales for a little over 4 years, where I used to manage a team selling very large enterprise software deals. We learned how to take our sales from an average of \$5K/year to over \$1M/year. + +I started working with Tim on a few ideas that didn't work out in August 2019. We built PostHog during the YCombinator W20 batch, and launched in February. You can work out what I've been up to since by stalking me online. + +
+ +
+ +
+ +
+ +![James Hawkins portrait](../../images/team/JamesH.png) + +
+ +
+ + + +
+ +
+ +### Tim Glaser, Co-Founder & CTO + +
+ +I've been coding since I've been 11, which isn't as long ago as I'd like it to be. Someone first paid me to write code when I was 13 (though I'm sure they regretted it) and [someone else](https://en.wikipedia.org/wiki/Cloud9_IDE) gainfully employed me when I was 16. + +Originally from the Netherlands, though I quickly moved to London (I do not generally enjoy nice weather) where I joined Arachnys and shortly afterwards met James Hawkins. I went from being a software engineer, to product manager, to "leading" an R&D team, which consisted of just me. + +After four years I thought it was time to go do something else and had lined up a new job. Roughly 37 seconds after it was announced James wanted to "grab a beer." While plying me with alcohol, he convinced me to give up this fancy new job and instead start a startup with him. + +In my 'spare' time, I fall down snowy mountains, wrestle in the mud over an egg-shaped ball and watch a lot of Bondi beach in order to perfect my Australian accent. + +[See my README for tips on how to work with me](/handbook/company/team/tim-glaser) + +
+ +
+ +
+ +
+ +![Tim Glaser portrait](../../images/team/Tim.png) + +
+ +
+ + + +
+ +
+ +### Marius Andra, Software Engineer + +
+ +I first got into programming in 1994 when I wanted to make my own computer games... and asked my father for help. He sat me behind a Turbo Basic interpreter, wrote `PRINT "Marius on tubli poiss"` and then left me there. I was 8 years old. + +Luckily we had a [Yamaha YIS-805/128R2](https://www.msx.org/wiki/Yamaha_YIS-805-128R2) lying around... with floppy disks full of random .BAS files. I was hooked. Cue to the beautiful loops of CLS, PRINT and GOTO statements that ensued. I even made some games where you could move two dinosaurs who got points when they kissed each other. It was glorious. + +I also got into "web development" in 1997 after seeing Netscape at my mother's university. They even provided me with a generous 10MB of space to host my own [beautiful website](https://web.archive.org/web/19980128032518/http://rasi.lr.ttu.ee/~marius/), complete with animated gifs, a Mortal Kombat fanpage and a strong recommendation to use 800x600 with HiColor! + +This was followed by years of writing games in C++ and then [writing tutorials](https://web.archive.org/web/20110626030555/http://cone3d.gamedev.net/) about them, coding websites in Perl, PHP, Java and Ruby... and "losing" a decade as the CTO of two failed startups. + +On the side I built an [open source database analytics platform](https://github.com/mariusandra/insights)... and when that [got on Hacker News](https://news.ycombinator.com/item?id=22347516), James reached out... and the rest is history. + +These days I live in Belgium and code [state management libraries](https://kea.js.org/) in JavaScript for fun. + +
+ +
+ +
+ +
+ +![Marius Andra portrait](../../images/team/Marius.png) + +
+ +
+ + + +
+ +
+ +### Eric Duong, Software Engineer + +
+ +I recently graduated and while in college I helped cofound a social dining platform. I spent two years trying to get strangers to cook and dine with each other. In reality, it turned into a 2 year stint of teach yourself as much mobile development as you can while simultaneously trying to build a usable platform. My cofounders and I had our fair share of contemplating dropping out of school and becoming a unicorn in 5 years—it didn't work out. + +Somewhere along the way I fell down the bitcoin rabbit hole and after realizing day trading crypto wasn't a feasible nor fulfilling long term goal, I remained fascinated by digital currency. This led me to briefly work with a company building a digital cash transfer system for developing economies. + +I currently work as a generalist around most of Posthog's stack building many of the user-facing features but occasionally pick up backend tasks. + +To end with an obligatory "I dO MoRE ThAN COdE" detail: I plan to take advantage of Posthog's all remote policy to travel and hike as many major mountain treks around the world as possible. Ambitions subject to change as always though. + +
+ +
+ +
+ +
+ +![Eric Duong portrait](../../images/team/Eric.png) + +
+ +
+ + + +
+ +
+ +### James Greenhill, Software Engineer + +
+ +When I was a kid the first thing I remember wanting to be was a pilot, so naturally here I am knee deep in code and data! + +Growing up was slightly different in Florida. Things that are normal there are growing up in the water and spending almost all of your free time in it. In the Gulf of Mexico for me. We’d go swimming, scuba diving, or fishing in that warm body of water almost every weekend. + +Nowadays I’m spending my free time on a bike finding some new trail up in the northern bits of the Bay Area that I call home now. If not on a bike you’ll find my friends and I on a hike either around here or over in Tahoe or some National Forest east of here. Lately I’m trying to get back into flying. I’ve got about 80 hours of flight in the book, but still don’t have my ticket! It’s time to change that. In the winter time you can find me ruining skis on some mountain. + +In my professional life I’ve generally managed mopping up the 1’s and 0’s. I’ve led data at an [upstart music streaming company](https://en.wikipedia.org/wiki/Grooveshark), and dove way too deep into the depths of the comment section leading data at [Disqus](https://en.wikipedia.org/wiki/Disqus). Kept an eye on a fleet of [Autonomous Ubers](https://en.wikipedia.org/wiki/Uber#Self-driving_car_research). Most recently I combined my interest in bikes with data leading data engineering at [Jump](https://en.wikipedia.org/wiki/Jump_(transportation_company)), still the best micromobility company out there. + +When I’m not out and about in nature you can find me at home with my cat Tesla and Taco our goofball of a Lab Corgi mix. + +
+ +
+ +
+ +
+ +![James Greenhill portrait](../../images/team/JamesG.png) + +
+ +
+ + + +
+ +
+ +### Michael Matloka, Software Engineer + +
+ +Got into software by tinkering with bada OS – if anyone even remembers that! – and just never stopped (though I did move to Android soon and later became an iOS fan). + +Before graduating from high school here in Poland – and having some open-source projects under my belt, including [a Discord bot with thousands of users that became my gateway to Python](https://github.com/Twixes/somsiad) – I decided that the most interesting way to grow and meet some great people along the way will be to work on a quality product commercially. + +Happy to report that I ended up joining PostHog, where open-source software, a quality product and great people all mix freely! +In free time, I dabble in [outer space](https://www.kerbalspaceprogram.com/), [math](https://codepen.io/Twixes/pen/Zwxxdv), [design](https://www.lingscars.com/), [photography](https://unsplash.com/@twixes) and [cinema](https://www.nowehoryzonty.pl/index.do?lang=en). Decidedly a fan of precipitation and overcast weather, I have a secret plan to move to the Nordics or the UK one day. + +
+ +
+ +
+ +
+ +![Michael Matloka portrait](../../images/team/Michael.png) + +
+ +
+ + + +
+ +
+ +### Paolo D'Amico, Product Team + +
+ +I started coding when I was about 9 years old, starting with the very basic LEGO RCX & Turbo Pascal language. I always enjoyed learning new languages, frameworks or technologies on my own, especially with a good book. Funnily enough, I decided not to study computer science. + +Before joining PostHog, I lead a product team at Grow Mobility, the largest micro-mobility company in Latin America at the time. Before that, I co-founded Flinto, a Y Combinator startup targeting financial inclusion in developing economies. I enjoy reading while walking around strange places, and have tripped more than once. + +
+ +
+ +
+ +
+ +![Paolo D'Amico portrait](../../images/team/Paolo.png) + +
+ +
+ + + +
+ +
+ +### Lottie Coxon, Graphic Designer + +
+ +I am from the UK - so by default I love the pub, marmite and tea (but not all at once, that would be a sin). + +I spent my youth trying to master fine art, after my teacher said I was awful and that I should try something else. +In my stubbornness I decided to prove her wrong, and here I am - a designer. + +I was quite a weird child. I once ran a race with locked legs (Forest Gump style) because I had a dream the night before that I won by doing so. For those who are wondering, no I did not win. But I would rather be the weird child than the boring one. + +I took Graphic Design at university and graduated this summer and instead of a summer of fun, I was faced with a crashing economy, a pandemic and and a collapsing job market. But thankfully, after putting my portfolio on twitter, I was contacted by PostHog a mere 24 hours later. + +I am now their Graphic Designer, and spend my days composing layouts for the website, designing the product’s aesthetic, and most importantly drawing hedgehogs with sunglasses on. + +On a side note I have decided to move to Senegal (Africa) to be with my boyfriend George. It’s a bold decision really as I cannot speak French, but I will (try) learn. + +*French accent* C’est la Vie + +
+ +
+ +
+ +
+ +![Lottie Coxon portrait](../../images/team/Lottie.png) + +
+ +
+ + + +
+ +
+ +### Yakko Majuri, Developer Experience + +
+ +Often on the move, sometimes by choice, and sometimes by chance, I'm a Brazilian-Finn who has lived in 5 countries across 4 continents. + +Passionate about teaching (but far from an academic), I taught an official high school course before graduating high school, became a Visiting Scholar before joining university, and presented my first paper at the European Central Bank during my freshman year (anonymous submission - they thought I had a PhD). + +Prior to PostHog, I was a technical consultant for clients which included a Fortune 500 company. A fan of building useful things, I'm a self-taught developer who has worked on an a wide variety of projects, from a travel app, to multiple websites and browser extensions, and even some white-hat hacking. For the past three years, I developed a nice habit of writing about my projects, which led me to a [Medium page](https://yakkomajuri.medium.com) that surpassed 250k views in just 30 days. + +When I'm not working, I have been found hitchiking in foreign lands, taking pictures of political demonstrations, and trying to learn Korean after one too many beers. I'll pick playing cards with my grandmother over the club on any Friday night, and my favorite place to spend the Saturday is on top of a mountain. + +Oh, and I'm also part of the select group of software developers who have won a dunk contest in their lifetime. If that means anything. + +
+ +
+ +
+ +
+ +![Yakko Majuri portrait](../../images/team/Yakko.png) + +
+ +
+ + + +
+ +
+ +### Karl-Aksel Puulmann, Software Engineer + +
+ +I spent my childhood in a tiny village in the middle of nowhere (Väätsa, Estonia), playing football, working in construction and driving tractors. I used it buy my own computer, but did not do much more than listen to music, play games and watch anime with it. + +Things changed in highschool, where we had a programming class. I started creating my own games, participating in competitions (even going to International Olympiad once) and generally learning and reverse engineering anything I could get my hands on. + +Some time has passed since then - I have since been a student, teacher, first engineer at a guitar learning startup, worked in fintech, helped scale a database cluster holding 1PB of data at an analytics company, learned and helped automate manufacturing of stickers, been a CTO in agritech startup and now learning how this open source business works. + +In personal life, you can find me in the wilderness looking for geocaches or hiking, buying too many books and recently trying to figure out this parenting thing. + +
+ +
+ +
+ +
+ +![Karl portrait](../../images/team/Karl.png) + +
+ +
+ + + +
+ +
+ +### Charles Cook, Business Operations + +
+ +Born and raised in the United Arab Emirates, I'm half British, half Lebanese, and lived in a variety of places growing up across the Middle East, Africa and Europe. Now based in London, I live with my wife Steph and son Remy, who was serendipitously born right at the beginning of lockdown here in the UK. + +I take care of all things business ops-related at Posthog, across finance, people, legal and basically anything else that doesn't involve actually building the product! Posthog is now my 3rd startup - I was previously COO at [Vitl](https://vitl.com), (personalised nutrition), and before that I was Director of Product at [ROLI](https://roli.com) (electronic music products). + +I'm a big fan of terrible jokes, beautifully crafted sandwiches and looking at [designer houses](https://www.themodernhouse.com/) I will never live in. I like to occasionally torment my son with my piano playing and spend more time than is probably reasonable making lists of things, à la [High Fidelity](https://en.wikipedia.org/wiki/High_Fidelity_(film)). + +[See my README](/handbook/company/team/charles-cook) on tips for how to work with me. + +
+ +
+ +
+ +
+ +![Charles Cook portrait](../../images/team/Charles.png) + +
+ +
+ + + +
+ +
+ +### Eltje Lange, People and Talent + +
+ +Hi, I'm Eltje (_pronounced Elt-ie_), originally from Northern Germany, I moved to the UK in 2017 and I am now based in East London. + +Just like James, I used to be a professional cyclist until I realised you can’t make a living as a female cyclist. After a short identity crisis, I started university with the goal to become a management consultant. That never happened, I luckily realised my skills and personality are much better suited in a people (I guess non-startup people call it HR) role. + +At PostHog I look after our People and Talent function and my goal is make PostHog THE best company to work for. Previously I worked in very a similar role at a startup called [Farewill](https://farewill.com), who offer services around death (yes, you read right). Prior to that, I worked for a couple of companies later on the scaling journey, like [TransferWise](https://transferwise.com/) and [Xing](https://xing.com). + +Outside of work, I am working on my [Masterchef](https://en.wikipedia.org/wiki/MasterChef) skills and you can usually find me outdoors - either on my bike or during a long walk. + +
+ +
+ +
+ +
+ +![Eltje portrait](../../images/team/Eltje.png) + +
+ +
+ + + +
+ +
+ +### Cory Watilo, Lead Designer + +
+ +As one of the few PostHoggers who never attempted to enter the world of professional cycling, I instead spend much of my free time exploring new coffee shops or wine bars, generally sipping a cold brew iced coffee in the morning and a nice rosé once it hits 5:00 somewhere. + +Due to the fact that I generally require both warmth and sunshine to function at any normal capacity, my wife and I bought an RV a couple years ago and hit the road fulltime, our sole requirement being that wherever we travel _must_ have a [UV index](https://www.google.com/search?sxsrf=ALeKk010aYaVBhFgzWm_AysLPp_ytPyFRg:1610376210393&q=What+is+the+best+UV+index+to+tan%3F&sa=X&ved=2ahUKEwjMk-bvjpTuAhXBp1kKHXVtDIwQzmd6BAgTEAU&biw=1080&bih=946&dpr=2) of 6 or greater. (At 45 feet long, our RV is larger by square footage than many apartments in New York or San Francisco!) + +Our party of 2 became a party of 3 last year. 🎉 Now that I am officially a dad, I am now legally entitled to make dad jokes. So in light of the rich cycling history of our company, I present the following: "Why couldn't the bicycle stand up by itself? It was two tired." + +
+ +
+ +
+ +
+ +![Cory portrait](../../images/team/Cory.png) + +
+ +
+ + + +
+ +
+ +### Kunal Pathak, Growth Engineer + +
+ +Hi! My name is Kunal. I'm a Bay Area native and a bit of a startup vet. + +I love helping teams discover new ways to apply data, product, and engineering to drive business outcomes. +Most recently, I led the growth team at Amplitude and at an education technology startup prior to that. + +When I'm not working on growth, you'll find me studying the Mamba Mentality, re-learning guitar chords, or making some ravioli (a lasagna if it's going poorly). + +In terms of cycling– a friend once convinced me to go on a bike ride from San Francisco to Mill Valley. We took the ferry home. + +
+ +
+ +
+ +
+ +![Kunal portrait](../../images/team/Kunal.png) + +
+ +
+ + + +
+ +
+ +### Buddy Williams, Software Engineer + +
+ +Howdy! I live in Atlanta, Georgia with my amazing partner of five years. I have +two truly wonderful kids, boy-9 and girl-12 who both level up in July. Oh, +geez, I'll have a teenager! I'm a hobbyist: unicycles, juggling, +acroyoga, hiking, cooking, rollerblading, skiing, climbing, and +lifting. My partner and the kids especially love hiking, playing video games, +and performing amazing acroyoga feats for folks in the park. +​ +I got started in programming at twelve years old. My grandfather was a +retired FFA engineer with access to old decommissioned hardware. He'd +bring it home for me to play with. My first computer was a TI-99/4A +where you recorded your programs on cassette tapes! I fell in love with +programming because I enjoyed both creative and reason based projects. +From drawing and crafts to math, science, and philosophy. Programming +gave me a big canvas for imaginary worlds, a place for self-expression +I hadn't found anywhere else. +​ +I was sixteen when I landed my first programming gig as a frontend engineer +for an agency. Afterwards, I helped co-found a radiology software company who +ensured patients received follow-up care. These patients were slipping +through the cracks, leading to fatal results not to mention expensive legal +settlements. From there I worked in big tech where I learned corporate politics +were no fun. After a few years of exploring I went back to my roots and founded +a tech consultancy. During this time, I had an idea for a revolutionary platform +for designers. So, I built a no-code app platform that allowed creatives to +design applications rather than code them. It was a wild and exhausting ride! +After a few years of catching my breath, I joined up with PostHog to +pursue their mission of making more successful products in the world! +I'm looking forward to all we will accomplish together. + +
+ +
+ +
+ +
+ +![Buddy Williams portrait](../../images/team/Buddy.png) + +
+ +
+ + + +
+ +
+ +### Li Yi Yu, Full Stack Engineer + +
+ +HI! I'm Li from NYC. I fell in love with coding towards the end of college, jumped into a programming bootcamp right after, worked at a healthtech company for two years, and here I am today! + +Some things I enjoy: karaoke, Switch/PC/board games, a good movie or series, struggling on hikes because I've spent too much time indoors, and exploring the NYC food scene. + +
+ +
+ +
+ +
+ +![Li portrait](../../images/team/Li.png) + +
+ +
+ + + +
+ +
+ +### Sam Winslow, Full Stack Engineer + +
+ +Hi! I’m Sam. I recently graduated from NYU, where I studied the interaction of media, technology & society. My earliest experiences with programming were building games on a TI-83 calculator and teaching myself BASIC at age 10. The first application I made was an MS Paint clone. I have worked in design, marketing, and software engineering since then. + +In my free time, I love building hardware projects, reading about logic & philosophy, cycling around NYC, and taking care of my puppy, Louie. + +One of the projects I'm most proud of was a social network for sharing music reviews. We had modest success among college students, and the biggest lesson I learned was that I wanted to spend more time coding new features and less time fighting the analytics tools in order to figure out what to build. + +I am always at the beginning of my journey to learn. + +
+ +
+ +
+ +
+ +![Sam portrait](../../images/team/Sam.png) + +
+ +
+ + + +## Contributors + +
+ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/time-off.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/time-off.md new file mode 100644 index 0000000..97cff81 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/time-off.md @@ -0,0 +1,55 @@ +--- +title: Time off +sidebar: Handbook +showTitle: true +--- + +PostHog encourages its team to take time off to recharge. + +We have a flexible time off policy. Sometimes you need an extra day or two. + +We believe people need 20 days off a year plus a sprinkling of national holidays to have meaningful time with their families, to explore or just to relax. + +PostHog therefore offer unlimited time off, but with an expectation that you take _at least 25 days off a year_, inclusive of national holidays. + +This is to make sure that people can take time off flexibly, whilst not feeling guilty about taking time off. + +The reason for this policy is that it's critical for PostHog that we hire people we can trust to be responsible with their time off - enough that they can recharge, but not so much that it means we don't get any work done. + +## Permissionless Time Off + +You do not need to "clear" time off with your manager. + +We care about your results, not how long you work. Whilst no approval is needed, it shouldn't be at the expense of business getting done. For example, having the entire technical team off means we can't be responsive to community issues. Please coordinate with your team. + +When you pick a date(s) to have off, please enter it into [CharlieHR](https://posthog.charliehr.com/) and it will be automatically approved and added to the team time off calendar. Remember to set an out of office message on your email. + +The same rules as above apply regardless of the vacation length. + +You can add the team time off calendar to Google Calendar by following [these instructions](https://intercom.help/charliehr/en/articles/839648-importing-your-time-off-calendar-to-google-calendar) on CharlieHR as well. CharlieHR only refreshes the calendar twice a day, so any changes you make won't be reflected immediately. + +## When You Should Have Time Off + +### You are sick + +If you are sick, you don't need to work and you will be paid. This is assuming you need a day or two off, then just take them. + +Please let your manager know if you need to take off due to illness as soon as you are able to. + +For extended periods of illness, please speak to us so we can work out a plan. In some countries, we may be required to request a doctor's note from you. + +### Jury Duty / Bereavements / Voting / Child Admin Disasters + +There are lots of situations where life needs to come first. Please let it - just be communicative with us and fit your work around it as you need. + +## Parental Leave + +Parental leave is exceptional as it needs to be significantly longer than a typical vacation. Anyone at PostHog, regardless of gender, is able to take parental leave, and regardless of the way you've become a parent - childbirth, adoption or foster care. + +If you have been at PostHog for over 1 year, you can take up to 12 weeks off on full pay. You can take a further 4 weeks unpaid leave if you need more time. After this, if you need to stagger your return to work, you can come back at 50% capacity on 50% pay afterwards. If you live in a country where a statutory parental leave benefit is available, you will be required to claim statutory parental leave pay (if you are eligible) and PostHog will supplement any gaps. + +If you have been at PostHog for under 1 year, we will pay you according to your local jurisdiction's legal requirements. + +Please communicate parental leave to your manager as soon as you feel comfortable doing so, and in any case at least 2 months before it will begin. + +We are aware that there are local laws around time off for new parents in every country, and that these may vary. Wherever there is a discrepancy between local regulations and PostHog policy, local laws will override PostHog. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/training.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/training.md new file mode 100644 index 0000000..2ee971d --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/people/training.md @@ -0,0 +1,25 @@ +--- +title: Training +sidebar: Handbook +showTitle: true +--- + +The better you are at your job, the better PostHog is overall! + +## Books + +*Everyone* at PostHog is eligible to buy books to help you in your job. + +The reason we think books can be more helpful than just Googling stuff, is that the level of quality has to be higher for them to get published. + +You may buy a couple of books a month without asking for permission. As a general rule, spending up to \$40/month on books is fine and requires no extra permission. + +Books do not have to be tied directly to your area, and they only need be loosely relevant to your work. For example, biographies of leaders can help a manager to learn, and can in fact be more valuable than a tactical book on management. Likewise, if you're an engineer, a book on design can also be particularly valuable for you to read. + +## Training budget + +We have an annual training budget for every team member, regardless of seniority. The budget can be used for relevant courses, training, formal qualifications, or attending conferences. You do not need approval to spend your budget, but you might want to speak to your manager first, in case they have some useful feedback or pointers to a better idea. + +The training budget is \$1000 per calendar year, but this _isn't_ a hard limit - if you want to spend in excess of this, have a chat with your manager. Where the costs are higher than \$1000, please give Charles a heads-up, so he can increase your card limit. + +If possible, please share your learnings with the team afterwards! diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/business-model.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/business-model.md new file mode 100644 index 0000000..cfd223a --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/business-model.md @@ -0,0 +1,45 @@ +--- +title: Business Model +sidebar: Handbook +showTitle: true +--- + +
+ +PostHog is a for profit company that balances the need to improve the open source code of PostHog with the need to add source-available features in order to generate income. We will build an open core business model. + +## Why would you work on the Community Edition? + +A concern could be that given our business model, we'd only work on paid features. + +The reality is that paid features can increase our revenue, thus our ability to grow and hire more developers, who we will use on both versions of the product. When we work on the Community Edition, it increases the community size, which means we end up with more features, and thus a better product. This means we get yet more community growth and it also helps with revenue growth since the source-available product will also improve. + +At the moment, 100% of our focus is on the Community Edition of the software. + +## Promises + +1. We won't introduce features into the open source codebase with a delay. +1. We will always release and open source all tests we have for an open source feature. +1. The open source codebase will never contain arbitrary limits (i.e. event volumes, user numbers). +1. The majority of new features made by PostHog will remain open source. +1. The product will always be available for download without leaving an email address or logging in. +1. We will always allow you to [benchmark](https://news.ycombinator.com/item?id=18103162) PostHog. + +## What features are paid only? + +If the wider community contributes a new feature that isn't already a source-available feature, we aim to nearly always include it into the open source codebase. + +When PostHog makes a new feature, we ask ourselves two questions: + +1. Who is the likely type buyer of this feature? +1. Would this feature help more users find and use PostHog? + +If the likely buyer is an individual contributor, the feature will be open source. Otherwise, if the likely buyer is a manager, director or executive, it will be source available. The exception to this is if the feature will significantly help the community to increase. For example, initially we planned "multiple users" as a feature for the source-available version. However, we decided that having multiple users would help the community to grow, which benefits everyone disproportionately. + +## How open source benefits from open core + +1. PostHog contributes many new features to the open source version. Having a viable business model makes it easier for us to invest more here. +1. Security fixes. +1. Support until the community can self sustain itself. +1. Performance improvements. +1. Running an upgrade server. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/investor-updates.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/investor-updates.md new file mode 100644 index 0000000..a56434a --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/investor-updates.md @@ -0,0 +1,59 @@ +--- +title: Working with Investors +sidebar: Handbook +showTitle: true +--- + +
+ +PostHog brings investors on as partners. + +There is a lot of value added from investors: + +* Financing so we can build a better and more ambitious product, hence growing faster +* Strategic or tactical advice +* Connections to valuable finance partners +* Connections to valuable potential customers +* Help with hiring a world-class team + +# Investor Updates + +Investor updates are sent on a monthly basis. This keeps news small and actionable, creates discipline, yet isn't so frequent that much time is spent on reporting. + +The format is as follows: + +``` +------------------------------------------------ +Thanks + +This is to encourage people to be helpful, which is in everyone's interest, and is part of being nice to work with! + +------------------------------------------------ +Asks + +We may need help with connections to people or organizations, with hiring, or troubleshooting / rubber-ducking. + +------------------------------------------------ +Key metrics + +Investors have a right to know how we're doing. Putting up regular numbers keeps our team focused, and makes many problems more obvious so we can tackle them. + +------------------------------------------------ +Lowlights + +We don't want to surprise people, and by raising issues we may have others help us. We will commit to 3 lowlights every month so we have to include something here. + +------------------------------------------------ +Highlights + +We should surface key opportunities or exciting moments so we can aim to grow fast and to keep people excited. + +------------------------------------------------ +Expectations + +What we're planning for the next month. This context increases our chances of getting help from investors. + +------------------------------------------------ +``` + +We do not share investor updates publicly. This is because we often need to mention specific clients, legal and finance issues, all of which are in the rare category of being potentially harmful to discuss. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/investors.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/investors.md new file mode 100644 index 0000000..513319c --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/investors.md @@ -0,0 +1,46 @@ +--- +title: Investors +sidebar: Handbook +showTitle: true +--- +PostHog are proud to have many world-class investors. + +## Series A + +We raised a \$9M Series A round, led by Alphabet’s VC firm GV, with participation from YCombinator's Continuity Fund and Tapas Capital. + +We brought on board Jason Warner (CTO GitHub) as an investor. + +## Seed + +We raised a \$3M seed round, led by YCombinator and 1984 VC. + +We are also grateful to work with the support of the following: + +* Unusual Ventures +* Liquid2 Ventures +* Kima Ventures +* Sunflower Ventures +* Uncorrelated +* Tapas Capital +* SV Angel +* Twenty Two Ventures + +## Angels + +We have brought on a brilliant group of angel investors throughout PostHog's life: + +* David Buxton (founder of Arachnys) +* Dalton Caldwell (founder of imeem / YC Head of Admissions) +* David Cramer (founder of Sentry) +* Brad Flora (founder of PerfectAudience) +* Adam Goldstein (founder of Hipmunk) +* Solomon Hykes (founder of Docker) +* Rujul Zaparde (founder of FlightCar) +* Many more (add yourself via a pull request!) + +## Interested? + +If you'd like to talk to us about an investment in PostHog, please drop us a line at [investors@posthog.com](mailto:investors@posthog.com). + +If you are a startup and want an introduction or advice, please email us at [hey@posthog.com](mailto:hey@posthog.com). We can get very busy but we'll do our best to at least respond in all cases. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/prioritization.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/prioritization.md new file mode 100644 index 0000000..b841632 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/prioritization.md @@ -0,0 +1,208 @@ +--- +title: Prioritization +sidebar: Handbook +showTitle: true +--- + +As there is a lot of autonomy at PostHog, it's useful to have a common framework for how to make prioritization decisions. + + +## Our mission + +Our mission is to increase the number of successful products in the world. + +To achieve this, we will need revenue to be able to re-invest into making a better product. + +## How is our Product-Market Fit? + +Below is a table of how we see our product-market fit for various sizes of companies and various job roles. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
EnthusiastStartupScaleupEnterprise
Engineers / PMs with technical expertiseScalability
Advanced analytics		Scalability
Advanced analytics
Non-technical PMs, marketing, sales, businessToo technicalToo technical
Feature set / integrations		Too technical
Feature set / integrations		Too technical
Feature set / integrations
AnalystsDirect SQL access
Plugins for data lakes		Direct SQL access
Plugins for data lakes
Enterprise procurementSOC 2
VPC
+ + + +As you can see, we have good product-market fit with engineers generally, and specifically for enthusiasts and startups. + +## Value + +Now let's look at how building things for the different size companies helps us achieve our two goals: + +1. Increase the number of successful products in the world +2. Increase revenue so we can re-invest in #1 + +Given scores from 1-5, here's how each type of company stacks up against those two values. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
EnthusiastStartupScaleupEnterprise
Successful productsLow (1/5)Very high (5/5)High (4/5)Low (1/5)
RevenueLow (1/5)Mid (2/5)High (4/5)Very high (5/5)
CombinedLow (1/5)High (3/5)High (3.5/5)High (3/5)
+ + +## Putting it together + +When thinking of building a new feature, we can combine the product-market fit table and the priority table into one. + +We have three options for each box: +- Deprecate: stop supporting +- Maintain: fix bugs but don't introduce new features +- Grow: fix bugs, do marketing and make PostHog easier to get started with but don't build new features. +- Build: all of the above + building new features specifically for these categories + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
EnthusiastStartupScaleupEnterprise
EngineersMaintainBuildBuildBuild
Non-technical rolesMaintainMaintainMaintain
AnalystsMaintainBuildBuild
Enterprise procurementN/ABuild
+ + + +## Comparing features + +If you're trying to decide between two things to work on, a useful exercise can be the following: + +1. Estimate the number of successful products that could come out of each category globally (example numbers given) +2. Estimate the amount of revenue we could grab from those categories (example numbers given) +3. Estimate how many of the successful products we could create if we had this feature +4. Estimate how much revenue we could get if we had this feature +5. Repeat steps 1-4 for the feature you're trying to compare + +For example, for our virtual private cloud feature we came up with the following numbers: + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
EnthusiastStartupScaleupEnterprise
Global successful products10m1m10k10k
Global revenue$0$240m$500m$4B
Additional successful products from feature0%5%5%10%51.5k
Additional revenue from feature0%15%15%30%$1,311m
+ + +The point of this exercise is not to come up with the 'correct' numbers. The point is to go through a thought exercise that'll help you figure out the impact of what you're working on. + +The idea also isn't that you should do this for every feature you build. Instead, you'll now have a framework for how to think about the impact of what you're building. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/roadmap.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/roadmap.md new file mode 100644 index 0000000..4ad704b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/roadmap.md @@ -0,0 +1,51 @@ +--- +title: Roadmap +sidebar: Handbook +showTitle: true +--- + +Our mission is to increase the number of successful products in the world. + +Our roadmap for 2021 will do three things: +1. Create a solid core product that's easy to use +2. Ensure the best developer platform for event-based analytics +3. Set PostHog up to service huge volumes + +# 1. Core product + +PostHog is a product that people love, primarily because it covers 90% of analytics use cases but bundled into one package. +Some examples of the functionality we've built last year: + +- Product analytics +- Session recording +- Feature flags +- Heatmaps +- Autocapture + +There's plenty of work to be done within those categories to make a product that is especially useful for engineers and other product minded people. To add on to that, this year we want to build: + +- A/B testing +- User feedback +- Data pipelines + +On top of those new categories we have a lot of work to do to make our product more stable at higher volumes (especially when self-deploying), much easier to get started with and to catch up with other state-of-the-art analytics software. + +# 2. Best developer platform + +Developers like using PostHog for many reasons. We're open-source at our core, which has helped a huge amount in gaining trust and adoption from the developer community. +It's easy to debug, you can self-host and PostHog is now starting to become extensible. + +This year we're going to lean into that last item. We've kept plugins relatively quiet so far, but we believe plugins will be what will make PostHog the default choice for developers. + +We see a ton of usecases, like integrating PostHog into an existing data warehouse, pulling in stats from other APIs and pushing data into other services. + +There will be work on three main fronts: +- Building plugins ourselves +- Giving our community the tools to create their own +- Promote adoption of these plugins. + +# 3. Service huge volumes + +We are getting a lot of inbound interest from enterprise customers who want to either have us host PostHog or want to host it themselves. +We are starting to have experience scaling instances, but we'll need to get a lot better at this to service the biggest customers. +This isn't just about one-off scaling challenges. To do this at scale, we'll need to productize the deployment of a large instance of PostHog. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/strategy.md b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/strategy.md new file mode 100644 index 0000000..f7cb8ab --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/strategy/strategy.md @@ -0,0 +1,45 @@ +--- +title: Strategy overview +sidebar: Handbook +showTitle: true +--- + +> PostHog's mission is to increase the number of successful products in the world. + +## Meet our users, and their problems + +Our best users look a little like this: + +* They are a founder, product manager or an engineer (often a senior one) +* They may work in a startup, scaleup or enterprise +* Their company builds software, at least in some capacity, and cares about the end users of their software + +## How we'll meet their needs + +We're consolidating a fragmented set of tools in the market that help software teams understand and act on user behavior. Companies already know why product analytics matter. + +Being open source uniquely enables this approach - we're the only team able to build a true platform that others can build on, to accelerate our breadth of tools that we consolidate. + +This is generating opportunities to redefine the category by strengthening the integrations between these tools. + +Breadth does come at the expense of depth. We do not aim to answer 100% of questions a product manager or engineer may have about user behavior, so making it easy to integrate PostHog with an existing stack of tools (such as data lakes) is important, mainly for larger volume users. + +## Traction + +We've had ~3,000 deployments since we started. + +PostHog helps power products as diverse as those in airlines and banks, to indie gamers making it more fun to protect earth from aliens to underwear startups working on their retention. Across all devices. + +## The future + +Software is a good chunk through eating the World. + +Product led growth is just getting started with eating software. See Figma, Slack, Dropbox, or Google. Incumbent software companies will either become product led or they'll get disrupted. + +PostHog today is focused on enabling engineering teams and product teams to work together, better. That gives us the foothold to steer decision making in every team in every company. For product led companies, it all starts from their user behavior. + +## What do we need to do next + +We have a [strategy project](https://github.com/orgs/PostHog/projects/5), which is visible for PostHog team members. + +We have a [prioritization framework](/handbook/strategy/prioritization) to figure out what to work on next. diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.doc b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.doc new file mode 100644 index 0000000..534b06f --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.doc @@ -0,0 +1 @@ +{"Message":"You have reached the limit of credits (credits used: 150). You are allowed to use only 150 credits. Please upgrade your plan to remove the limit."} \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.html b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.html new file mode 100644 index 0000000..dc7de07 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.html @@ -0,0 +1,9 @@ +

Standard Form Certificate
Apart from the purpose and governing law state that I have filled in below, I
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NDA version 1.0.0 published at https://waypointnda.com.
Signature:
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to discuss material non public
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State Law: Texas USA

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[Signature page follows.]

+

The parties are signing this nondisclosure agreement on the dates by their
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Legal Name: Turn Net Systems LLC – A Texas Series
LLC
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Management Co (and all Redwood funds)
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\ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.pdf b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.pdf new file mode 100644 index 0000000..4ee5fb9 Binary files /dev/null and b/content/charters.turnsys.com/input/src/Handbook/SourceMaterial/turnsys-group-nda-june-30-2019.pdf differ diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/Audit-Committee-Charter.md b/content/charters.turnsys.com/input/src/Handbook/culture/Audit-Committee-Charter.md new file mode 100644 index 0000000..0174647 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/Audit-Committee-Charter.md @@ -0,0 +1 @@ +# Audit Committee diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/HowToUseThisBook.md b/content/charters.turnsys.com/input/src/Handbook/culture/HowToUseThisBook.md new file mode 100644 index 0000000..a68c22e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/HowToUseThisBook.md @@ -0,0 +1,13 @@ +## How to Use This Book + +This book isn’t about fringe benefits or how to set up your workstation or where to find source code. TSYS Group works in ways that might seem counterintuitive at first. This hand- +book is about the choices you’re going to be making and how to think about them. Mainly, it’s about how not to freak out now that you’re here. + +For more nuts-and-bolts information, there’s an official TSYS Group Doc Repo : TODO link to repo + +This book is in the repo, so you can edit it. + +Once you’ve read it, help us make it better for other new members. Suggest new sections, or change the existing ones. Add to the Glossary. Or if you’re not +all that comfortable editing it, annotate it: make comments and suggestions in ReviewBoard (TODO link to reviewboad). + +We’ll collectively review the changes and fold them into future revisions. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/Org.md b/content/charters.turnsys.com/input/src/Handbook/culture/Org.md new file mode 100644 index 0000000..a035e56 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/Org.md @@ -0,0 +1,69 @@ +# Teams, Hours, and the Office + + + +- [Teams, Hours, and the Office](#teams-hours-and-the-office) + - [Cabals](#cabals) + - [Team leads](#team-leads) + - [Structure happens](#structure-happens) + - [Hours](#hours) + - [HeadQuarters / "Office"](#headquarters--office) + + + + +## Cabals + +Cabals are really just multidisciplinary project/product teams. + +We’ve self- organized into these largely temporary groups since the early days of TSYS Group. + +They exist to get a product or large feature shipped. Like any other group or effort at the organization, they form organically. + +Members decide to join the group based on their own belief that the group’s work is important enough for them to work on. + +## Team leads + +Often, someone (ideally two or three someones) will emerge as the “lead” for a project. This member’s role is not a traditional managerial one. +Most often, they’re primarily a clearinghouse of information. They’re keeping the whole project in their head at once so that other membes can use them as a +resource to check decisions against. The leads serve the team, while acting as centers for the teams. + +The lead is responsible for keeping the documentation up to date. Failure to update documentation on a constant basis is a violation of the operating agreement +and grounds for immediate termination with prejudice and without review/appeal. No one may become a holder of power by hording knowledge. + +## Structure happens + +Project teams often have an internal structure that forms temporarily to suit the group’s needs. Although members at TSYS Group don’t have fixed job descriptions or limitations on +the scope of their responsibility, they can and often do have clarity around the definition of their mission on any given day. + +They, along with their peers, effectively create a mission objective description that fits the group’s goals. That description changes as requirements change, but the temporary +structure provides a shared understanding of what to expect from each other while the objective is being achievied. + +If someone moves to a different group or a team shifts its priorities, each person can take on a completely different role according to the new requirements. + +TSYS Group is not averse to all organizational structure—it crops up in many forms all the time, temporarily. But problems show up when hierarchy or codified divisions of +labor either haven’t been created by the group’s members or when those structures persist for long periods of time. + +We believe those structures inevitably begin to serve their own needs rather than those of TSYS Group’s customers. The hierarchy will begin to reinforce its own structure by hiring +people who fit its shape, adding people to fill subordinate support roles. Its members are also incentivize to engage in rent-seeking behaviors that take advantage of the power +structure rather than focusing on simply delivering value to customers. + +## Hours + +While members occasionally choose to push themselves to work some extra hours at times when something big is going out the door, for the most part working overtime for +extended periods indicates a fundamental failure in planning or communication. If this happens at TSYS Group, it’s a sign that something needs to be reevaluated and corrected. + +If you’re looking around wondering why members aren’t in “crunch mode,” the answer’s pretty simple. The thing we work hardest at is onboarding good members, so we want them to +stick around and have a good balance between work and family and the rest of the important stuff in life. + +If you find yourself working long hours, or just generally feel like that balance is out of whack, be sure to raise the issue with whomever you feel would help. + +## HeadQuarters / "Office" + +TSYS Group is head quartered out of the founders residence in the central texas region. It hosts it's data in that residence and receives all company mail. + +It maintains a small shop for the hardware manufacturing aspects of the business. + +All meetings are held via Discord (or other VTC platforms if external stakeholders wish to utilize them). Even when members are co-working, they use Gitea issues -> Discourse -> Discord (in descending order of preference and situation dependent) to communicate. + +TSYS Group is truly distributed, strives to onboard members all over the world as a matter of course. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/PeersAndPerf.md b/content/charters.turnsys.com/input/src/Handbook/culture/PeersAndPerf.md new file mode 100644 index 0000000..4f8254b --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/PeersAndPerf.md @@ -0,0 +1 @@ +# Your Peers and Your Performance diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/Preface.md b/content/charters.turnsys.com/input/src/Handbook/culture/Preface.md new file mode 100644 index 0000000..79b3c44 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/Preface.md @@ -0,0 +1,14 @@ +## Preface + +In 2011 we set out to bring internet to all for $5.00 per user, per month. We knew back then to do that that we had to first create a whole new kind of +organization place that was designed to foster that goal. Where true north was constantly present and permeated all we do. We also knew we couldn't have +middle management and that ownership/control/leadership had to be fully distributed throughout the organization. "Headquarters" such as it is, exists only +to serve the members in their mission execution. + +We want an organization where incredibly talented individuals are empowered to put their best work into the hands of billions of people, with very little in their way. + +This book is an abbreviated encapsulation of our guiding principles. As TSYS Group grows, we hope that these principles will serve each new member joining our ranks. + +If you are new to TSYS Group, welcome. Although the goals in this book are important, it’s really member ideas, talent, and energy that will keep TSYS Group shining in the years ahead. + +Thanks for being here. Let’s make great things. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/Risks.md b/content/charters.turnsys.com/input/src/Handbook/culture/Risks.md new file mode 100644 index 0000000..f2962ac --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/Risks.md @@ -0,0 +1,47 @@ +# Risks + + + +- [Risks](#risks) + - [What if I screw up?](#what-if-i-screw-up) + - [But what if we ALL screw up?](#but-what-if-we-all-screw-up) + + + +## What if I screw up? + +Nobody has ever been removed at TSYS Group for making a mistake. It wouldn’t make sense for us to operate that way. Providing the freedom to fail is an important trait of the +organization, we couldn’t expect so much of individuals if we also penalized members for errors. + +Even expensive mistakes, or ones which result in a very public failure, are genuinely looked at as opportunities to learn. + +We can always repair the mistake or make up for it. + +Screwing up is a great way to find out that your assumptions were wrong or that your model of the world was a little bit off. + +As long as you update your model and move forward with a better picture, you’re doing it right. Look for ways to test your beliefs. Never be afraid to run an experiment or to collect +more data. + +It helps to make predictions and anticipate nasty outcomes. Ask yourself : + +* “what result would I expect to see if I’m right?” +* “what result would I expect to see if I’m wrong?” + +Then ask yourself: + +* “what do I see?” + +If something totally unexpected happens, try to figure out why. There are still some bad ways to fail. Repeating the same mistake over and over is one. Not listening to customers or +peers before or after a failure is another. Never ignore the evidence; particularly when it says you’re wrong. + +## But what if we ALL screw up? + +So if every member is autonomously making his or her own decisions, how is that not chaos? How does TSYS Group make sure that the company is heading in the right direction? + +When everyone is sharing the steering wheel, it seems natural to fear that one of us is going to veer TSYS Group’s car off the road. Over time, we have learned that our collective +ability to meet challenges, take advantage of opportunity, and respond to threats is far greater when the responsibility for doing so is distributed as widely as possible. + +Namely, to every member at the organization. We are all stewards of our long-term relationship with our customers. They watch us, sometimes very publicly, make mistakes. + +Sometimes they get angry with us. But because we always have their best interests at heart, there’s faith that we’re going to make things better, and that if we’ve screwed up today, +it wasn’t because we were trying to take advantage of anyone. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/SettlingIn.md b/content/charters.turnsys.com/input/src/Handbook/culture/SettlingIn.md new file mode 100644 index 0000000..7a3bbd5 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/SettlingIn.md @@ -0,0 +1 @@ +# Part 2: Settling In diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/TSYSGroupFactsThatMatter.md b/content/charters.turnsys.com/input/src/Handbook/culture/TSYSGroupFactsThatMatter.md new file mode 100644 index 0000000..34928b2 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/TSYSGroupFactsThatMatter.md @@ -0,0 +1,18 @@ +# TSYS Group Facts That Matter + +* TSYS Group is self-funded. We haven’t ever brought in equity based outside financing. Since our earliest days this has been incredibly +important in providing freedom to shape the organization and its business practices. + +* TSYS Group does not own its intellectual property. This is far from the norm, in the technology industry. Everything that we produce that we ship to customers +is licensed under the AGPLv3 and we do not require copyright assignment. This is to ensure the long term survival of the product against all threats. We value +mission integrity and solving the real world digital divide above all else. + +* We seek to surprise and delight everyone who interacts with all aspects of TSYS Group in any way shape or form. That is our daily guiding principal. + +* We fund capabilities with internal cash, ensuring a solid asset base that we can always fallback to. + +* We finance capacity with outside (non equity) funding. + +* We have zero internal cost centers. We outsource all cost centers (e-mail, expense management, inbound voice communications). + +* We self host , both on premise and on leased equipment at offsite facilities. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/TheoryOfRecruitmentAndOnboarding.md b/content/charters.turnsys.com/input/src/Handbook/culture/TheoryOfRecruitmentAndOnboarding.md new file mode 100644 index 0000000..5adecd7 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/TheoryOfRecruitmentAndOnboarding.md @@ -0,0 +1,163 @@ + + + +- [Growth and Change](#growth-and-change) + - [TSYS Group Is Always Growing And Changing](#tsys-group-is-always-growing-and-changing) + - [Does it scale?](#does-it-scale) + - [Theory Of Growth](#theory-of-growth) + - [Your Most Important Role - Recruiting](#your-most-important-role---recruiting) + - [We value “T-shaped” people](#we-value-t-shaped-people) + - [Recruiting and Vetting Process](#recruiting-and-vetting-process) + - [Theory of Onboarding](#theory-of-onboarding) + - [How do we choose the right people to onboard?](#how-do-we-choose-the-right-people-to-onboard) + - [Why is onboarding well so important at TSYS Group?](#why-is-onboarding-well-so-important-at-tsys-group) + + + +# Growth and Change + +## TSYS Group Is Always Growing And Changing + +### Does it scale? + +Concepts discussed in this book sound like they might work well at a tiny start-up, but not at a hundreds-of-people-plus- billions-in-revenue organization. + +The big question is: Does all this stuff scale? Well, so far, yes. And we believe that if we’re careful, it will work better and better the larger we get. + +This might seem counterintuitive, but it’s a direct consequence of onboarding great, accomplished, capable members. Getting this to work right is a tricky proposition, though, and +depends highly on our continued vigilance in recruiting/onboarding. + +If we start adding members to the organization who aren’t as capable as we are at operating as high-powered, self-directed, senior decision makers, then lots of the stuff +discussed in this book will stop working. We must avoid this at all costs! + +## Theory Of Growth + +We do not have a growth goal. We intend to continue onboarding the best members as fast as we can, and to continue scaling up our business as fast as we can, given our existing + +Fortunately, we don’t have to make growth decisions based on any external pressures—only our own business goals. And we’re always free to temper those goals with the +long-term vision for our success as a company. Ultimately, we win by keeping the onboarding bar very high. + +Adding a great member can create value across the whole organization. Missing out on onboarding that great member is likely the most expensive kind of mistake we can make. + +Usually, it’s immediately obvious whether or not we’ve done a great job onboarding someone. However, we don’t have the usual checks and balances that come with having managers, +so occasionally it can take a while to understand whether a new member is fitting in. + +This is one downside of the organic design of the organization a poor onboarding decision can cause lots of damage, and can sometimes go unchecked for too long. + +Ultimately, members who cause damage always get weeded out, but the harm they do can still be significant. + +## Your Most Important Role - Recruiting + +### We value “T-shaped” people + +That is, people who are both generalists (highly skilled at a broad set of valuable things—the top of the T) and also experts (among the best in their field within a narrow +discipline—the vertical leg of the T). + +This recipe is important for success at TSYS Group. We often have to pass on people who are very strong generalists without expertise, or vice versa. An expert who is too narrow +has difficulty collaborating. A generalist who doesn’t go deep enough in a single area ends up on the margins, not really contributing as an individual. + +### Recruiting and Vetting Process + +To be captured. A large amount of the strategic nuts and bolts is captured in this section, but not the tactical pieces, the processes, how it relates to membership classes etc. Coming very soon! + +## Theory of Onboarding + +### How do we choose the right people to onboard? + +An exhaustive how-to on onboarding would be a handbook of its own. Probably one worth writing. It’d be tough for us to capture because we feel like we’re constantly learning really +important things about how we onboard people. + +In the mean time, here are some questions we always ask ourselves when evaluating candidates: + +- Would I want this member to be my boss? +- Would I learn a significant amount from him or her? +- What if this member went to work for our competition? + +Across the board, we value highly collaborative people. That means people who are skilled in all the things that are integral to high-bandwidth collaboration—people who can deconstruct problems on the fly, and talk to others as they do so, simultaneously being inventive, iterative, creative, talkative, and reactive. + +These things actually matter far more than deep domain-specific knowledge or highly developed skills in narrow areas. This is why we’ll often pass on candidates who, narrowly defined, are the “best” at their chosen discipline. + +Onboarding well is the most important thing in the universe. Nothing else comes close. It’s more important than breathing. So when you’re working on onboarding participating in +an onboarding , vetting, probation loop or innovating in the general area of recruiting—everything else you could be doing is less important and should be ignored! + +When you’re new to TSYS Group, it’s super valuable to start being involved in the onboarding process. Ride shotgun with people who’ve been doing it a long time. In some ways, our +interview process is similar to those of other companies, but we have our own take on the process that requires practice to learn. + +We won’t go into all the nuts and bolts in this book—ask others for details, and start being included in recruiting / onboarding loops. + +### Why is onboarding well so important at TSYS Group? + +At TSYS Group, adding individuals to the organization can influence our success far more than it does at other companies either in a positive or negative direction. Since there’s +no organizational compartmentalization of people here, + +**Bring your friends.** + +One of the most valuable things you can do as a +new employee is tell us who else you think we should hire. Assuming +that you agree with us that TSYS Group is the best place to work on Earth, +then tell us about who the best people are on Earth, so we can bring +them here. If you don’t agree yet, then wait six months and ask +yourself this question again. + +We’re looking for people stronger than ourselves. +When unchecked, people have a tendency to hire others +who are lower-powered than themselves. The questions +listed above are designed to help ensure that we don’t +start onboarding people who are useful but not as powerful +as we are. We should hire people more capable than +ourselves, not less. + +In some ways, onboarding lower-powered people is a natural +response to having so much work to get done. In these +conditions, onboarding someone who is at least capable seems +(in the short term) to be smarter than not onboarding anyone at +all. But that’s actually a huge mistake. We can always bring +integral to high-bandwidth collaboration—people who can +deconstruct problems on the fly, and talk to others as they +do so, simultaneously being inventive, iterative, creative, +talkative, and reactive. These things actually matter far more +than deep domain-specific knowledge or highly developed +skills in narrow areas. This is why we’ll often pass on candi- +dates who, narrowly defined, are the “best” at their chosen +discipline. +Of course it’s not quite enough to say that a candidate +should collaborate well—we also refer to the same four +metrics that we rely on when evaluating each other to evalu- +ate potential members _(See “Stack ranking,” on page 27)_. + +Q: If all this stuff has worked well for us, why doesn’t every company work this way? + +A: Well, it’s really hard. Mainly because, from day one, it requires a +commitment to onboarding in a way that’s very different from the way most +companies hire. It also requires the discipline to make the design of +the company more important than any one short-term business goal. +And it requires a great deal of freedom from outside pressure—being +self-funded was key. And having a founder who was confident enough +to build this kind of place is rare, indeed. +Another reason that it’s hard to run a company this way is that it +requires vigilance. It’s a one-way trip if the core values change, and +maintaining them requires the full commitment of everyone— +especially those who’ve been here the longest. For “senior” people +at most companies, accumulating more power and/or money over +time happens by adopting a more hierarchical culture. + +on temporary/contract help to get us through tough spots, +but we should never lower the onboarding bar. The other reason +people start to hire “downhill” is a political one. At most +organizations, it’s beneficial to have an army of people +doing your bidding. At TSYS Group, though, it’s not. You’d +damage the company and saddle yourself with a broken +organization. Good times! + +**Onboarding is fundamentally the same across all disciplines.** + +There are not different sets of rules or criteria for engineers, artists, animators, and accountants. + +Some details are different like, artists and writers show us some of their work before coming in for an interview. + +But the actual interview process is fundamentally the same no matter who we’re talking to. + +“With the bar this high, would I be onboarded today?” + +That’s a good question. The answer might be no, but that’s actually awesome for us, and we should all celebrate if it’s true because it means we’re growing correctly. As long as you’re +continuing to be valuable and having fun, it’s a moot point, really. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/TheoryOfWork.md b/content/charters.turnsys.com/input/src/Handbook/culture/TheoryOfWork.md new file mode 100644 index 0000000..bb25773 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/TheoryOfWork.md @@ -0,0 +1 @@ +# TheoryOfWork diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/WelcomeToFlatland.md b/content/charters.turnsys.com/input/src/Handbook/culture/WelcomeToFlatland.md new file mode 100644 index 0000000..22d7983 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/WelcomeToFlatland.md @@ -0,0 +1,30 @@ +## Welcome to Flatland + +Hierarchy is great for maintaining predictability and repeatability. It simplifies planning and makes it easier to +control a large group of people from the top down, which is why military organizations rely on it so heavily. + +But when you’re a day zero company that’s spent the last decade going out of its way to identify and recruit the most +intelligent, innovative, talented people on Earth to be members of the organization, telling them to sit at a desk and +do what they’re told obliterates 99 percent of their value. + +We want innovators, and that means maintaining an environment where they’ll flourish. That’s why TSYS Group is flat. It’s our shorthand way of +saying that we don’t have any middle management, just a highly dedicated senior leadership team (made of up the organization co-founders) and a fully +independent Board of Directors (with the power to remove management if necessary) to ensure all stakeholders are fully represented. + +All meetings of the Board and leadership are open participation (read only) and our CEO (@ReachableCEO everywhere) is highly responsive to all levels of the +organization and external stakeholders. + +The organization truly belongs to it's members, it's yours! Yours to steer—toward opportunities and away from risks. + +You have the power to green-light projects. You have the power to ship products. + +A flat structure removes every organizational barrier between your work and the customer enjoying that work. + +Every company will tell you that “the customer is boss,” but here that statement has weight. There’s no red tape stopping you from figuring out for yourself what our customers +want, and then giving it to them. + +If you’re thinking to yourself, “Wow, that sounds like a lot of responsibility,” you’re right. + +And that’s why onboarding new members is the single most important thing you will ever do at TSYS Group. + +Any time you vet a potential member, you need to ask yourself not only if they’re exceptionally talented and collaborative but also if they’re capable of literally running this organization, because they will be. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/WelcomeToTSYSGroup.md b/content/charters.turnsys.com/input/src/Handbook/culture/WelcomeToTSYSGroup.md new file mode 100644 index 0000000..4510040 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/WelcomeToTSYSGroup.md @@ -0,0 +1 @@ +# Part 1: Welcome to TSYS Group diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/WhatToWorkOn.md b/content/charters.turnsys.com/input/src/Handbook/culture/WhatToWorkOn.md new file mode 100644 index 0000000..8231d54 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/WhatToWorkOn.md @@ -0,0 +1 @@ +# What to Work On diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstDay.md b/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstDay.md new file mode 100644 index 0000000..19ebfd6 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstDay.md @@ -0,0 +1,11 @@ +# Your First Day + +So you’ve gone through the diligence, vetting, onboarding, and probationary process, you’ve +finally been able to become a party to the Operating Agreement! You are in at TSYS Group. +Congratulations! and welcome. + +TSYS Group has an incredibly unique way of doing things that will make this the greatest professional experience +of your life, but it can take some getting used to. + +This book was written by members who’ve been where you are now, and who want to make your first few months here +as easy as possible. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstMonth.md b/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstMonth.md new file mode 100644 index 0000000..830cbf3 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstMonth.md @@ -0,0 +1,79 @@ +# Your First Month + + + +- [Your First Month](#your-first-month) + - [Introduction](#introduction) + - [Roles](#roles) + - [Advancement vs. growth](#advancement-vs-growth) + - [Putting more tools in your toolbox](#putting-more-tools-in-your-toolbox) + - [Engineers: code is only the beginning](#engineers-code-is-only-the-beginning) + - [Non-Engineers: program or be programmed](#non-engineers-program-or-be-programmed) + + + +## Introduction + +You’ve solved the nuts-and-bolts issues. Now you’re moving beyond wanting to just be productive day to day you’re ready to help shape your future, and TSYS Group. + +Your own professional development and TSYS Group growth are both now under your control. Here are some thoughts on steering both toward success. + +## Roles + +By now it’s obvious that roles at TSYS Group are fluid. Traditionally at TSYS Group, nobody has an actual title (maybe a broad functional title like "software developer"). + +This is by design, to remove organizational constraints. Instead we have things we call ourselves, for convenience. In particular, members who interact with others outside the company call themselves by various titles because doing so makes it easier to complete their mission objectives. + +Inside the organization though, we all take on the role that suits the work in front of us. Everyone is a designer. Everyone can question each other’s work. Anyone can recruit +someone onto his or her project. + +Everyone has to function as a “strategist,” which really means figuring out how to do what’s right for our customers. + +We all engage in analysis, measurement, predictions, evaluations. + +## Advancement vs. growth + +Because TSYS Group doesn’t have a traditional hierarchical structure, it can be confusing to figure out how TSYS Group fits into your career plans. “Before TSYS Group, I was an assistant +technical second animation director in Hollywood. I had planned to be a director in five years. How am I supposed to keep moving forward here?” + +Working at TSYS Group provides an opportunity for extremely efficient and, in many cases, very accelerated, career growth. + +In particular, it provides an opportunity to broaden one’s skill set well outside of the narrow constraints that careers can have at most other organizations. + +So the “growth ladder” is tailored to you. It operates exactly as fast as you can manage to grow. You’re in charge of your track, and you can elicit help with it anytime from those around you. + +FYI , we don’t do any formalized member “development” (course work, mentor assignment etc), because for senior members it’s not effective. + +We believe that high-performance members are generally self-improving. + +Most members who fit well at TSYS Group will be better positioned after their time spent here than they could have been if they’d spent their time pretty much anywhere else. + +## Putting more tools in your toolbox + +The most successful members at TSYS Group are both : + +(1) highly skilled at a broad set of things and +(2) world-class experts within a more narrow discipline. + +Because of the talent diversity here at TSYS Group, it’s often easier to become stronger at things that aren’t your core skill set. + +## Engineers: code is only the beginning + +If you were on-boarded as a software engineer, you’re now surrounded by a multidisciplinary group of experts in all kinds of fields—creative, legal, financial, even psychological. + +Many of these members are sitting in Discord with you every day, so the opportunities for learning are huge. + +Take advantage of this fact whenever possible: the more you can learn about the mechanics, vocabulary, and analysis within other disciplines, the more valuable you become. + +## Non-Engineers: program or be programmed + +TSYS Group’s core competency is making platforms consisting of hardware and software blended into Turn Key experiences. + +Obviously, different disciplines are part of making our products, but we’re still an engineering-centric organization. + +That’s because the core of the hardware/software-building process is engineering. As in, writing code. + +If your expertise is not in writing code, then every bit of energy you put into understanding the code-writing part of making software is to your (and TSYS Group) benefit. + +You don’t need to become an engineer, and there’s nothing that says an engineer is more valuable than you. But broadening your awareness in a highly technical direction is never a +bad thing. It’ll either increase the quality or quantity of bits you can put “into boxes,” which means affecting customers more, which means you’re valuable. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstWeek.md b/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstWeek.md new file mode 100644 index 0000000..a22df7e --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/culture/YourFirstWeek.md @@ -0,0 +1,106 @@ +# Your First Week + + + +- [Your First Week](#your-first-week) + - [Introduction](#introduction) + - [Why do I need to pick my own projects?](#why-do-i-need-to-pick-my-own-projects) + - [But how do I decide which things to work on?](#but-how-do-i-decide-which-things-to-work-on) + - [How do I find out what projects are under way?](#how-do-i-find-out-what-projects-are-under-way) + - [Short-term vs. long-term goals](#short-term-vs-long-term-goals) + - [Someone told me to (or not to) work on X. And they’ve been here a long time!](#someone-told-me-to-or-not-to-work-on-x-and-theyve-been-here-a-long-time) + - [What about all the things that I’m not getting done?](#what-about-all-the-things-that-im-not-getting-done) + - [Can I be included the next time TSYS Group is deciding X?](#can-i-be-included-the-next-time-tsys-group-is-deciding-x) + + + +## Introduction + +You’re not freaking out anymore. In fact, you’re ready to show up to work (wherever and whenever in the world that happens to be +because TSYS Group is the first organization with a truly global talent base from day zero) this work block, and then what? + +This next section walks you through figuring out what to work on. You’ll learn about how projects work, how cabals work, and how products get out the door at TSYS Group. + +Whatever group you’re in, whether you’re building servers, writing documentation, or making art, this section applies to you. It’s crucial that you believe it, so we’ll repeat it a few more times in this uuide. + +## Why do I need to pick my own projects? + +We’ve heard that other companies have people allocate a percentage of their time to self- directed projects. At TSYS Group, that percentage is 100. + +Since TSYS Group is flat, members don’t join projects because they’re told to. Instead, you’ll decide what to work on after asking yourself the right questions (more on that +later). Members vote on projects with their time and git commits. Strong projects are ones in which members can see demonstrated value; they staff up easily. This means there are any number of internal recruiting efforts constantly under way. + +If you’re working here, that means you’re good at your job. Members are going to want you to work with them on their projects, and they’ll try hard to get you to do so. But +the decision is going to be up to you. (In fact, at times you’re going to wish for the luxury of having just one person telling you what they think you should do, rather +than hundreds. + +## But how do I decide which things to work on? + +Deciding what to work on can be the hardest part of your mission at TSYS Group. This is because, as you’ve found out by now, you were not on-boarded to fill a specific job description. + +You were hired to constantly be looking around for the most valuable work you could be doing. At the end of a project, you may end up well outside what you thought was your core area of expertise. + +There’s no rule book for choosing a project or task at TSYS Group. But it’s useful to answer questions like these: + +* Of all the projects currently under way, what’s the most valuable thing I can be working on? +* Which project will have the highest direct impact on our customers? How much will the work I ship benefit them? +* Is TSYS Group not doing something that it should be doing? +* What’s interesting? +* What’s rewarding? +* What leverages my individual strengths the most? + +## How do I find out what projects are under way? + +Our git server at https://git.turnsys.com/explore is the single project list in the organization. However, the best way to find out is to ask other members. Anyone, really. This can +provide additional context, how projects fit into the overall goals etc. Keep in mind that members may be very busy, so please use calendar scheduling heavily! + +When you do, you’ll find out what’s going on around the organization and your peers will also find out about you. + +Lots of members at TSYS Group want and need to know what you care about, what you’re good at, what you’re worried about, what you’ve got experience with, and so on. + +And the way to get the word out is to start telling members all of those things. So, while you’re getting the lay of the land by learning about projects, you’re also broadcasting your +own status to a relevant group of members. + +Got an idea for how TSYS Group could change how we internally broadcast project/company status? Great. Do it. In the meantime, the Discord Lounge is always open, so plant yourself in it often. + +## Short-term vs. long-term goals + +Because we all are responsible for prioritizing our own work, and because we are conscientious and anxious to be valuable, as individuals we tend to gravitate toward projects +that have a high, measurable, and predictable return for the company. So when there’s a clear opportunity on the table to succeed at a near-term business goal with a clear +return, we all want to take it. + +And, when we’re faced with a problem or a threat, and it’s one with a clear cost, it’s hard not to address it immediately. This sounds like a good thing, and it often is, but it has +some downsides that are worth keeping in mind. + +Specifically, if we’re not careful, these traits can cause us to race back and forth between short-term opportunities and threats, being responsive rather than proactive. + +So our lack of a traditional structure comes with an important responsibility. It’s up to all of us to spend effort focusing on what we think the long-term goals of the +organization should be. + +## Someone told me to (or not to) work on X. And they’ve been here a long time! + +Well, the correct response to this is to keep thinking about whether or not your colleagues are right. Broaden the conversation. Hold on to your goals if you’re convinced +they’re correct. Check your assumptions. + +Pull more members in. Listen. Don’t believe that anyone holds authority over the decision you’re trying to make. + +They don’t; but they probably have valuable experience to draw from, or information/data that you don’t have, or insight that’s new. + +When considering the outcome, don’t believe that anyone but you is the “stakeholder”. You’re it. And TSYS Group’s customers are who you’re serving. Do what’s right for them. + +## What about all the things that I’m not getting done? + +It’s natural in this kind of environment to constantly feel like you’re failing because for every one task you decide to work on, there will be dozens that aren’t getting your +attention. Trust us, this is normal. Nobody expects you to devote time to every opportunity that comes your way. Instead, we want you to learn how to choose the most +important work to do. + +## Can I be included the next time TSYS Group is deciding X? + +Yes. There’s no secret decision-making cabal. No matter what project, you’re already invited. All you have to do is either: + +(1) Start working on it, or +(2) Start talking to all the members who you think might be working on it already and find out how to best be valuable. + +You will be welcomed. there is no approval process or red tape involved. Quite the opposite it’s your job to insert yourself wherever you think you should be. Keep in mind that you +should take the time to get yourself up to speed. Members have no obligation to take time to get you up to speed. If you do not take the effort to meaningfully contribute, fully expect to +be told to "figure it out" or "read the docs" etc. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/Handbook/culture/YourMostImportantRole.md b/content/charters.turnsys.com/input/src/Handbook/culture/YourMostImportantRole.md new file mode 100644 index 0000000..e69de29 diff --git a/content/charters.turnsys.com/input/src/Handbook/handbook-SUMMARY.md b/content/charters.turnsys.com/input/src/Handbook/handbook-SUMMARY.md new file mode 100644 index 0000000..1634ccc --- /dev/null +++ b/content/charters.turnsys.com/input/src/Handbook/handbook-SUMMARY.md @@ -0,0 +1,45 @@ +# TSYS Group Handbook + +- [Preface](./culture/Preface.md) +- [How to use this book](./culture/HowToUseThisBook.md) +- [FAQ](./FAQ.md) + +# Part 1 : Welcome to TSYS Group + +- [Your First Day](./culture/YourFirstDay.md) +- [TSYS Group Facts That Matter](./culture/TSYSGroupFactsThatMatter.md) +- [Welcome to Flatland](./culture/WelcomeToFlatland.md) + +# Part 2 : Settling In + +- [Your First Week](./culture/YourFirstWeek.md) +- [Teams, Hours, and the Office](./culture/Org.md) +- [Risks](./culture/Risks.md) + +# Part 3: Choose Your Own Adventure + +- [Your First Month](./culture/YourFirstMonth.md) + +# Part 4: TSYS Group Is A Work In Progress + +- [TSYS Group GrowthAndChange](./culture/TheoryOfRecruitmentAndOnboarding.md) + +# Part 5: Functional Area : Group Wide Independent Governance, Oversight, Stakeholder Representation + +- [Board Of Directors Manual](./Board/BoardOfDirectorsManual.md) +- [Executive Governance Nominating Committee Charter](./Board/charters/Executive-Governance-Nominating-Committee-Charter.md) +- [Audit Committee Charter](./Board/charters/Audit-Committee-Charter.md) +- [For Profit Committee Charter](./Board/charters/ForProfit-Committee-Charter.md) +- [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) + +# Part 6: Functional Area: Chief Operations Officer + +# Part 7: Functional Area: Chief Technology And Product Officer + +# Part 8: Functional Area: SVP Marketing + +# Part 9: Funtional Area: SVP Revenue + +# Part 10: Functional Area: SVP Technology Operations diff --git a/content/charters.turnsys.com/input/src/Introduction.md b/content/charters.turnsys.com/input/src/Introduction.md new file mode 100644 index 0000000..ea384c5 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Introduction.md @@ -0,0 +1,10 @@ +# TSYS Group Governance Book + +Welcome to the TSYS Group Governance book. + +This book serves as the definitive collection of all governing documents for all TSYS Group Components. + +You may find the git repository for the development of these charters and policies here: + + + diff --git a/content/charters.turnsys.com/input/src/JointVenture/AFABNAndSDSG.md b/content/charters.turnsys.com/input/src/JointVenture/AFABNAndSDSG.md new file mode 100644 index 0000000..9ad2a5b --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/AFABNAndSDSG.md @@ -0,0 +1,4 @@ +# Americans For A Better Network (AFABN) The Free Network Foundation (FNF) / Side Door (Solutions) Group (SD(S)G) + +- Please see the [FNF/AFABN Plan](https://plan.thefnf.net) +- Please see the [SDG Plan](https://plan.sidedoorgroup.org) diff --git a/content/charters.turnsys.com/input/src/JointVenture/AP4AP.md b/content/charters.turnsys.com/input/src/JointVenture/AP4AP.md new file mode 100644 index 0000000..c8edca6 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/AP4AP.md @@ -0,0 +1,10 @@ +# AP4AP.org + +- Please see the : [AP4AP Plan](https://plan.ap4ap.org) + +## AP4AP.org Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +|----------------|-------------------------| +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/ComponentsInScope.md b/content/charters.turnsys.com/input/src/JointVenture/ComponentsInScope.md new file mode 100644 index 0000000..4288090 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/ComponentsInScope.md @@ -0,0 +1,21 @@ +# TSYS Group Components in scope of this proposal + +- Americans For A Better Network INC (AFABN) +- Side Door Group INC (SDG) +- Side Door Solutions Group INC (SDSG) + +- Redwood Springs Capital Partners LLC (RWSCP) + +- ThePeerNet.com LLC +- MerchantsOfHope.org LLC +- TeamRental.net LLC +- YourDreamNameHere.com LLC +- sol-calc.com LLC + +- HFNOC LLC +- HFNFC LLC +- AP4AP.org LLC + +- Suborbital Systems Development Company LLC + +- RackRental.net Operating Company LLC diff --git a/content/charters.turnsys.com/input/src/JointVenture/ComponentsNotInScope.md b/content/charters.turnsys.com/input/src/JointVenture/ComponentsNotInScope.md new file mode 100644 index 0000000..cabe5e2 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/ComponentsNotInScope.md @@ -0,0 +1,37 @@ +# TSYS Group Components not in scope of this contract + +The following + +- organizations +- entities +- components + +are not in any way / shape / form a part of this proposal or executed contract: + +- Turnkey Network Systems LLC (as a whole) +- Axios Heart Studios (series) LLC +- Known Element Enterprises (series) LLC +- The Campus Trading Company LLC +- Wyble Family Office (series) LLC +- Reachable CEO Enterprises (series) LLC +- RackRental.net (series) LLC (TSYS Group HQ Rackrental.net Franchise) (it's agreement with RackRental.net Operating Company LLC allows it all the same terms as other franchies, except that RackRental.net (series) receives 100% of it's revenue under its franchise contract)(instead of 60%). +- Starting Line Productions (series) LLC (TSYS Group HQ StartingLineProductions.com Franchise) (it's agreement with RackRental.net Operating Company LLC allows it all the same terms as other franchies, except that StartingLIneProductions(series) receives 100% of it's revenue under its franchise contract)(instead of 60%). +- Asset holding,shell,licensing and other (super)(cell) or regular series and/or stand alone legal entities (aka TDCMP entities) providing non-operational functions for TSYS group and/or TSYS group components + +No: + +- interest +- influence +- partnership +- joint venture +- any other relationship + +is either implicitly or explicitly + +- implied +- offered +- extended + +as part of this proposal or executed contract + +None of the above listed components have any privity created by this contract and are not in any way (either by letter or spirit) in scope of this contract. diff --git a/content/charters.turnsys.com/input/src/JointVenture/ContractParties.md b/content/charters.turnsys.com/input/src/JointVenture/ContractParties.md new file mode 100644 index 0000000..4f17757 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/ContractParties.md @@ -0,0 +1,18 @@ + +# Parties to the contract + +## Party 1: + +{{PARTY1}} +- Full Legal Name of {{PARTY1}}: +- Contact Details for {{PARTY1}}: + +## Entity that {{PARTY2}} is agreeing to develop : +{{INSCOPEENTITY}} + +## Party 2: + +{{PARTY2}} + +- Full Legal Name of {{PARTY2}}: +- Contact Details for {{PARTY2}}: \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/JointVenture/DealTimelines.md b/content/charters.turnsys.com/input/src/JointVenture/DealTimelines.md new file mode 100644 index 0000000..d7260ea --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/DealTimelines.md @@ -0,0 +1,26 @@ + +# Deal Timelines + +- {{PARTY1}} expects {{PARTY2}} to promptly begin conducting business operations such as: + - sales + - marketing + - business development + - product management + - software development + - fundraising . + +- {{PARTY1}} expects {{PARTY2}} to put in + - meaningful + - diligent, + - ongoing + - focused + efforts to generate revenue , free cash flow and profit. + +- A 180 calendar day period is hereby allotted for development and delivery efforts by {{PARTY2}} to occur from the date of execution of this contract. + +- If at the end of 180 calendar days the {{INSCOPEENTITY}} hasn't materially progressed, delivered free cash flow/revenue/profit results, otherwise delivered on discussed metrics or not well on the way to results delivery, the deal is hereby terminated and {{PARTY1}} will seize c +- {{PARTY2}} is not required to provide any particular form / frequency of status updates during the period. +- {{PARTY2}} may elect to provide status updates as they see fit. +- {{PARTY2}} is welcome to utilize Known Element Enterprises Redmine instance if they wish to do so, The relevant project/roadmap for each organization is linked to in that organizations section. + {{PARTY2}} is also welcome to use none at all. It's entirely up to {{PARTY2}} management discretion. +- {{PARTY1}} will not provide any financial resources (beyond paying for domain registration and operating the current infrastructure). Any and all expenses are to be paid for by {{PARTY2}} as they will be receiving majority revenue , free cash flow or profit shar negotiated. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/JointVenture/FLO-EzEda.md b/content/charters.turnsys.com/input/src/JointVenture/FLO-EzEda.md new file mode 100644 index 0000000..1b0bad9 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/FLO-EzEda.md @@ -0,0 +1,4 @@ + +# Free Libre Open Project - EzEDA.org + +- Please see the [EzEDA Plan](https://plan.ezeda.org) diff --git a/content/charters.turnsys.com/input/src/JointVenture/FLO-EzPodStack.md b/content/charters.turnsys.com/input/src/JointVenture/FLO-EzPodStack.md new file mode 100644 index 0000000..72eeb03 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/FLO-EzPodStack.md @@ -0,0 +1,3 @@ +# Free Libre Open Project - EzPodStack.org + +- Please see the [EzPodStack Plan](https://plan.ezpodstack.org) diff --git a/content/charters.turnsys.com/input/src/JointVenture/HFNFC.md b/content/charters.turnsys.com/input/src/JointVenture/HFNFC.md new file mode 100644 index 0000000..d3c7cc9 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/HFNFC.md @@ -0,0 +1,10 @@ +# High Flight Networks Finance Company (HFNFC) + +- Please see the : [HFNFC Plan](https://plan.hfnfc.net) + +## High Flight Network Finance Company Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| ------------------------------------------ | ----------------------- | +| Suborbital Systems Development Company LLC | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/HFNOC.md b/content/charters.turnsys.com/input/src/JointVenture/HFNOC.md new file mode 100644 index 0000000..a703d29 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/HFNOC.md @@ -0,0 +1,10 @@ +# High Flight Networks Operating Company + +- Please see the : [HFNOC Plan](https://plan.hfnoc.net) + +## High Flight Network Operating Company Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| ------------------------------------------ | ----------------------- | +| Suborbital Systems Development Company LLC | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/Introduction.md b/content/charters.turnsys.com/input/src/JointVenture/Introduction.md new file mode 100644 index 0000000..52d473a --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/Introduction.md @@ -0,0 +1,45 @@ +# Introduction + +- This is a public document showing the full terms and conditions of a proposed joint venture contract between two parties for the successful development of a TSYS Group Component. + +- This proposal is generally expected to be (nearly)concurrently executed with the adoption of the charter for the component. + +- This repository is meant to be forked to a private, proprietary, confidential repository to become a proper, legally binding contract. + +- This proposal is licensed under the AGPL v3.0 only. Once it's converted into a contract , it will be assembled with a small amount of proprietary components: + + - PARTY2 name/contact details + - PARTY1 contact details + - Entity in scope + - Execution date + - Ownership/distribution arrangements (may be partially in this JV contract, and/or partially in the operating agreement) + + (Our INC charters and LLC operating agreements are licensed the same with a mirroring clause for this JV contract) + +- If any other modifications to this propsoal arise (other than those listed above), they must be done in this repository and placed under AGPL v3.0 only. This allows for effortless pre-deal due-diligence while preserving the confidentiality of the negoitations among the involved development parties. + +- Party 2 may elect to have the forked repository be public/read only as they wish. Party 1 hereby agrees to that option automatically upon Party 2 election to-do so, as long as PARTY1 contact details are redacted. + +- Party 1 formal legal name is TBD but prior to inclusion in the executed JV contract, it can be considered as a fund/vehicle of Redwood Springs Capital Partners LLC , aka FUNDCO as a placeholder. Details remain to be worked out around legal / administrative / tax implications etc for the fund/vehicle (for example if it will be a joint development fund for all of these component ventures or a fund per component etc) Those details will have no material effect on the letter or spirit of this proposal. They are the dotting of I and crossing of T inherent in creating a venture capital firm and it's funds/vehicles. The funds/vehicles will be purely for the purposes of asset segregation, liability scoping, administrative matters, licensing/ownership of IP, taxes, accounting and related purposes. They will make whatever investment in the component and then receive any returns or other outcomes that may occur. They are purely single purpose shell entities to manage an investment/set of investments into these components. + +- Party 2 can be any "person" (legal entity or individual) who can legally enter into a contract with a US entity (ie not subject to sanctions or otherwise prohibited by any/all applicable law from entering into a contract with a US entity). + +- The contract resulting from the forking/execution of this proposal will be governed solely and entirely by Texas law. + +- All disputes are hereby auto resolved in the favor of {{PARTY1}}. + +- All rights to trial by jury, arbitration, relief of any kind are hereby waved by {{PARTY2}} (except in cases of clear civil or criminal acts by {{PARTY1}} officers) (gross negligence) etc as is standard exception in the law. + +- {{PARTY2}} hereby certifies they have conducted extensive due diligence on {{PARTY1}} and it's officers, and the {{INSCOPEENTITY}} including any public material and private material that may have been provided by the officers of {{PARTY1}} and/or the officers of the {{INSCOPEENTITY}} and are entering into this agreement having fully read and understood it. + +- A particular PARTY2 may only enter into a joint venture contract for only a single listed in scope component listed herein as defined in the section "Parties to the contract" subsection "Entity that {{PARTY2}} is agreeing to develop". + +- A particular PARTY2 may invest into one or more or any number or combination, syndication etc of Redwood Springs Capital Partners funds as a Limited Partner. That is a distinct arrangement from this joint venture contract. No special rights are granted to Limited Partners of Redwood funds who have a joint venture contract arrangement. + +- A particular PARTY2 may enter into a development/support/consulting etc contract with one or both of EzEDA and EzPodStack. That is not considered a joint venture contract arrangement, but rather a standard development/support/consulting service contract with a free / libre / open software project. + +- A particular PARTY2 may enter into one or more contracts with Redwood Family Office for legal/insurance/investment and any other services offered by Redwood Family Office to TSYS Group stakeholders. That is not considered a joint venture contract arrangement, but rather a standard contract for services with a service provider. In fact, as an LP and as a joint venture contract party they may be required to be enrolled into multiple contracts with Redwood Family Office with different terms as part of both the joint venture terms and RWSCP fund terms. + +- A particular PARTY2 engaged in (any stage of) a joint venture contract arrangement with a TSYS Group Component, may approach, negotiate with and (as applicable) enter into a contract with any other one or more TSYS Group components to purchase their products or services without any legal concerns from this resulting contract. + +- The spirit of the restrictions of a particular PARTY2 to a single joint venture with TSYS Group is to prevent a monopoly of influence on TSYS Group by a single particular PARTY2. However, we understand that a number of investors will want exposure to the entire TSYS Group portfolio, either actively or passively or may through other active or passive holdings end up heavily investing into RWSCP/TSYS Group (perhaps through the RWSCP BDC inclusion into the large index funds etc). A joint venture agreement comes with substantial control/influence/responsibility as opposed to LP investments into RWSCP funds. diff --git a/content/charters.turnsys.com/input/src/JointVenture/KNEL.md b/content/charters.turnsys.com/input/src/JointVenture/KNEL.md new file mode 100644 index 0000000..eea7acf --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/KNEL.md @@ -0,0 +1,5 @@ +# Known Element Enterprises (KNEL) + +While not in scope of the joint venture proposal or resulting contract as an investble entity, KNEL is an intergral part of TSYS Group as the management company and was created at TSYS Group formation. As such, understanding it's role is crucial for {{PARTY2}}. + +- Please see the : [KNEL Plan](https://plan.knownelement.com) diff --git a/content/charters.turnsys.com/input/src/JointVenture/MeetMorse.md b/content/charters.turnsys.com/input/src/JointVenture/MeetMorse.md new file mode 100644 index 0000000..832888c --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/MeetMorse.md @@ -0,0 +1,11 @@ +# MeetMorse + +- Please see the : [MeetMorse Plan](https://plan.meetmorse.com) + +## Suborbital-Systems.net Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| ----------------------------------- | ----------------------- | +| Suborbital-Systems.net (series) LLC | 25% | +| {{PARTY1}} | 25% | +| {{PARTY2}} | 50% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/MerchantsOfHope.md b/content/charters.turnsys.com/input/src/JointVenture/MerchantsOfHope.md new file mode 100644 index 0000000..1fbcdce --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/MerchantsOfHope.md @@ -0,0 +1,10 @@ +# MerchantsOfHope.org + +- Please see the : [MerchantsOfHope.org plan](https://plan.merchantsofhope.org) + +## MerchantsOfHope.org Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/Party1-Details.md b/content/charters.turnsys.com/input/src/JointVenture/Party1-Details.md new file mode 100644 index 0000000..3819b16 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/Party1-Details.md @@ -0,0 +1,57 @@ + +# {{PARTY1}} contributions, responsibilites and context relating to the proposed Joint Venture + +- {{PARTY1}} currently and will continue todo so (via being a manager of Known Element Enterprises LLC) retains all operational control of hosting infrastructure (DNS/domain etc) (excluding compute/storage/network for customer data) +- At the direction of {{PARTY1}} in their capacity as a manager of Known Element Enterprises LLC (aka KNEL) KNEL will enter into a definitive agreement with {{PARTY2}} and {{INSCOPEENTITY}} within five calendar days of execution of this contract to provide core IT/business infrastructure services on the same footing as it provides them to other TSYS group components. + +See [KNEL contract template terms](https://contract.knownelement.com/) for details on the scope of services provided. + +This support does NOT include : + +- compute +- storage +- bandwidth +- connectivity + +for customer workloads or data. That will need to be provided at {{PARTY2}} full expense, ownership and responsibility. + +KNEL will work with {{PARTY2}} on an on-going basis in a prompt , professional manner to facilitate secure , necessary connections and data flow between KNEL back end systems (such as API and payment gateways and other standard services and/or services otherwise negotiated) and {{PARTY2}} customer workload systems. + +An exception to the provision of + +- compute +- storage +- bandwidth +- connectivity + +is hereby granted for : + +- sol-calc.com micro service (back end for any sol-calc.com frontend franchises) +- sol-calc.com (TSYS Group HQ sol-calc.com front end franchise) + +Any other franchises of: + +- RackRental +- STL +- sol-calc.com microservice + +must provide their own: + +- compute +- storage +- network +- (for RackRental and STL franchisees) rentable assets (and custom front-end website if desired) +- (for non TSYS sol-calc micro service franchisees) front-end website + +KNEL will provide franchisees use of the KNEL systems as a control/support plane (for rentals) + +- RackRental.net Operating Company LLC will complete the development of RackRental middleware / backend (micro services). The code will remain proprietary to RackRental.net Operating Company LLC. The runtime components resulting from the code will be exposed as consumable micro services for use by franchisees. + +- {{PARTY2}} , {{INSCOPEENTITY}} , {{PARTY1}} (in it's capacity as a manager of Known Element Enterprises LLC) will jointly complete the deployment, necessary custom development, configuration etc of signup, payment and other Known Element Enterprises micro services as needed within 30 days of this contract execution. + +- {{PARTY1}} is providing extensive support and value via + + - KNEL Micro services + - Brands + - Startup Starter Package + - Advisory office hours to the group components as needed diff --git a/content/charters.turnsys.com/input/src/JointVenture/Party2-Details.md b/content/charters.turnsys.com/input/src/JointVenture/Party2-Details.md new file mode 100644 index 0000000..aca629a --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/Party2-Details.md @@ -0,0 +1,43 @@ +# {{PARTY2}} contributions, responsibilites and context relating to the proposed Joint Venture + +- {{PARTY2}} will retain all financial control (bank accounts/third party payment processors) of the business (unless otherwise negotiated). + +- {{PARTY2}} will negotiate and execute a contract for with Known Element Enterprises LLC for providing IT/business services to {{INSCOPEENTITY}} within 5 calendar days of executing this contract with {{PARTY1}}. + +- {{PARTY2}} will have a very high degree of control (subject to negotiation as applicable with {{PARTY1}}) (especially in the instances of Suborbital/HFNOC/HFNFC) over the: + +- Business Plan +- Funding / Fundraising +- Website +- Application design/development +- Customers +- Partners +- Vendors (as long as they don’t provide a service provided by KNEL) (or a negotiated exception is granted) +- Employees +- Contractors +- Licensing of code +- Terms of service +- Pricing +- Executive team +- Franchie terms (for STL/RackRental/sol-calc.com) (excluding TSYS Group HQ franchises) +- Series LLC members +- Series LLC operating agreement (other than non override parts from the Turnkey Network Systems LLC operating agreement) +- TSYS Group board committee for the series +- etc + +for all TSYS Group components + +(with some exceptions noted below) + +- StartingLineProductions.com/RackRental.net/sol-calc.com microservice and (TSYS Group HQ franchise): ({{PARTY1}}/RackRental.net series LLC will ensure close consultation / collaboration / code availability to {{PARTY2}} on any design/development done on the STL/RackRental.net/sol-calc.com website/microservices) so as to not negatively impact the value of the business or relationship with franchises. +- Redwood Springs Capital Partners Funds related to Suborbital/HFNOC/HFNFC +- Suborbital Systems +- HFNOC +- HFNFC + +- {{PARTY2}} wants to be a leader, be in the driver seat, put their brand/stamp on everything. + +- {{PARTY2}} has a deep network of relevant personnel/talent , a deep contact network etc to increase the likelihood of success. + +- {{PARTY2}} understands that {{PARTY1}} has no real interest in TSYS Group components outside of Suborbital/HFNOC/HFNFC but would like to retain a minority silent stake in all components in exchange for the contributions outlined in the section titled "{{PARTY1}} contributions, responsibilities and context related to the proposed Joint Venture. + diff --git a/content/charters.turnsys.com/input/src/JointVenture/RWGFO.md b/content/charters.turnsys.com/input/src/JointVenture/RWGFO.md new file mode 100644 index 0000000..3e4da12 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/RWGFO.md @@ -0,0 +1,3 @@ +# Free Libre Open Company/Concept - Redwood Group Family Office + +- Please see the [Redwood Family Office Plan](https://plan.redwfo.com) diff --git a/content/charters.turnsys.com/input/src/JointVenture/RWSCP.md b/content/charters.turnsys.com/input/src/JointVenture/RWSCP.md new file mode 100644 index 0000000..04ac107 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/RWSCP.md @@ -0,0 +1,3 @@ +# Redwood Springs Capital Partners (RWSCP) + +- Please see [RWSCP Plan](https://plan.rwscp.net) diff --git a/content/charters.turnsys.com/input/src/JointVenture/RackRental.md b/content/charters.turnsys.com/input/src/JointVenture/RackRental.md new file mode 100644 index 0000000..561d9c7 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/RackRental.md @@ -0,0 +1,35 @@ +# RackRental.net Operating Company LLC + +A bit of explanation is required for this one. + +For clarity this is NOT for the RackRental.net (series) LLC (aka TSYS HQ RackRental Franchise). + +This is for the RackRental.net Operating Company LLC, which is the franchisor of RackRental/Starting Line Productions: + + - the brand + - control plane + - supporting microservices + +to those who wish to rent out their own lab equipment/space/time. + +- Please see the : [RackRental Plan](https://plan.rackrental.net). + +This is the business/product/operations plan/operating agreement/franchise agreement for development of the RackRental/STL franchisor business and also includes a franchisee business plan (the one used by RackRental.net (series) LLC/Starting Line Productions (series) LLC.). + +It's much different that the other plans, as this is entirely a sales driven "virtual" business with (close to if not entirely) zero product development work needed on the part of {{PARTY2}}. + +## RackRental.net Operating Company LLC Initially Proposed Distributions + +| Contract Party | Distribtuion Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | + +A bit of context on these numbers: + +FranchiseeCo123 generates $100.00 in revenue: + +- $60.00 goes to FranchiseeCo123 (as the franchisee) (as they get 60% of revenue) +- $40.00 goes to RackRental.net Operating Company LLC (as the franchisor) (as they get 40% of revenue) +- $4.00 (of the $40.00) goes to {{PARTY1}} +- $36.00 (of the $40.00) goes to {{PARTY2}} diff --git a/content/charters.turnsys.com/input/src/JointVenture/SUMMARY.md b/content/charters.turnsys.com/input/src/JointVenture/SUMMARY.md new file mode 100644 index 0000000..1a7ab7e --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/SUMMARY.md @@ -0,0 +1,52 @@ +# Joint Venture Introduction + +- [Joint Venture Introduction](./JointVnture/Introduction.md) + +- [TSYS Group Components In Scope](./JointVnture/ComponentsInScope.md) +- [TSYS Group Components Not In Scope](./JointVnture/ComponentsNotInScope.md) + +# Contributions, Responsibilites, Context + +- [Party1](./JointVnture/Party1-Details.md) +- [Party2](./JointVnture/Party2-Details.md) + +# TSYS Group +- [TSYS Group](./JointVnture/TSYSGroup.md) + +# Management Company + +- [Known Element Enterprises](./JointVnture/KNEL.md) + +# Non Profit (501c./JointVnture/c4/(super)PAC) (as a service?) + +- [Americans For A Better Network./JointVnture/ Side Door (Solutions) Group](./AFABNAndSDSG.md) + +# Fre./JointVnture/libre/open software projects + +- [EzEDA.org](./JointVnture/FLO-EzEDA.md) +- [EzPodStack.org](./JointVnture/FLO-EzPodStack.md) + +# TSYS Group Asset&Resource Stewardship + +- [Redwood Springs Capital Partners](./JointVnture/RWSCP.md) +- [Redwood Group Family Office](./JointVnture/RWGFO.md) +- [RackRental.net Operating Company](./JointVnture/RackRental.md) +- [The Campus Trading Company](./JointVnture/TheCampusTradingCompany.md) + +# For Profit - R&D of Balloon./JointVnture/Ground Systems/Participant Equipment + +- [Suborbital Systems](./JointVnture/SuborbitalSystems.md) +- [MeetMorse](./JointVnture/MeetMorse.md) + +# For Profit - Operation of Balloons and networks + +- [High Flight Networks Operating Company](./JointVnture/HFNOC.md) +- [High Flight Networks Finance Company](./JointVnture/HFNFC.md) +- [Ap4Ap](./JointVnture/AP4AP.md) + +# For Profit - Rental of tim./JointVnture/expertise/asset base + +- [MerchantsOfHope](./JointVnture/MerchantsOfHope.md) +- [TeamRental](./JointVnture/TeamRental.md) +- [sol-calc](./JointVnture/Sol-Calc.md) +- [The Peer Podcast Network](./JointVnture/ThePeerNet.md) diff --git a/content/charters.turnsys.com/input/src/JointVenture/Sol-Calc.md b/content/charters.turnsys.com/input/src/JointVenture/Sol-Calc.md new file mode 100644 index 0000000..eba4468 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/Sol-Calc.md @@ -0,0 +1,10 @@ +# Sol-Calc.com + + Please see the : [Sol-Calc Plan](https://plan.sol-calc.com) + +## Sol-Calc.com Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +|----------------|-------------------------| +| {{PARTY1}} | 1% | +| {{PARTY2}} | 99% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/SuborbitalSystems.md b/content/charters.turnsys.com/input/src/JointVenture/SuborbitalSystems.md new file mode 100644 index 0000000..972e6df --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/SuborbitalSystems.md @@ -0,0 +1,11 @@ +# Suborbital Systems + +- Please see the : [Suborbital Systems Plan](https://plan.suborbital-systems.com) + +## Suborbital-Systems.net Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| ----------------------------------- | ----------------------- | +| Suborbital-Systems.net (series) LLC | 25% | +| {{PARTY1}} | 25% | +| {{PARTY2}} | 50% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/TSYSGroup.md b/content/charters.turnsys.com/input/src/JointVenture/TSYSGroup.md new file mode 100644 index 0000000..80e6562 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/TSYSGroup.md @@ -0,0 +1,5 @@ +# TSYS Group + +While the TSYS Group as a whole is not in scope of this proposal, it is the overall "container" that all the pieces make up. + +- Please see the [TSYS Group Plan](https://plan.turnsys.com) diff --git a/content/charters.turnsys.com/input/src/JointVenture/TeamRental.md b/content/charters.turnsys.com/input/src/JointVenture/TeamRental.md new file mode 100644 index 0000000..ad7d9da --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/TeamRental.md @@ -0,0 +1,10 @@ +# TeamRental.net + +- Please see the : [TeamRental.net Plan](https://plan.teamrental.net) + +## TeamRental.net Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/TheCampusTradingCompany.md b/content/charters.turnsys.com/input/src/JointVenture/TheCampusTradingCompany.md new file mode 100644 index 0000000..9f649ae --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/TheCampusTradingCompany.md @@ -0,0 +1,3 @@ +# The Campus Trading Company + +- Please see the [The Campus Trading Company Plan](https://plan.thecampustrade.com) diff --git a/content/charters.turnsys.com/input/src/JointVenture/ThePeerNet.md b/content/charters.turnsys.com/input/src/JointVenture/ThePeerNet.md new file mode 100644 index 0000000..5fd1d37 --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/ThePeerNet.md @@ -0,0 +1,10 @@ +# ThePeerNet.com + +- Please see the : [ThePeerNet.com Plan](https://plan.thepeernet.com) + +## ThePeerNet.com Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/input/src/JointVenture/YourDreamNameHere.md b/content/charters.turnsys.com/input/src/JointVenture/YourDreamNameHere.md new file mode 100644 index 0000000..78a248e --- /dev/null +++ b/content/charters.turnsys.com/input/src/JointVenture/YourDreamNameHere.md @@ -0,0 +1,10 @@ +# YourDreamNameHere.com + +- Please see the : [YourDreamNameHere.com Plan](https://plan.yourdreamnamehere.com) + +## YourDreamNameHere.com Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/RackRentalOperatingCompanyLLC/RackRentalOpCompany-OpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/RackRentalOperatingCompanyLLC/RackRentalOpCompany-OpAgreement.md new file mode 100644 index 0000000..3f1a199 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/RackRentalOperatingCompanyLLC/RackRentalOpCompany-OpAgreement.md @@ -0,0 +1 @@ +# RackRental.net Operating Company LLC Operating Agreement \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/SuborbitalSystemsDevelopmentCompanyLLC/SuboSysDevCompany-OpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/SuborbitalSystemsDevelopmentCompanyLLC/SuboSysDevCompany-OpAgreement.md new file mode 100644 index 0000000..fcd7345 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/SuborbitalSystemsDevelopmentCompanyLLC/SuboSysDevCompany-OpAgreement.md @@ -0,0 +1 @@ +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/Ap4Ap.org/Ap4ApOpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/Ap4Ap.org/Ap4ApOpAgreement.md new file mode 100644 index 0000000..e5daffd --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/Ap4Ap.org/Ap4ApOpAgreement.md @@ -0,0 +1 @@ +# Ap4Ap.org LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md new file mode 100644 index 0000000..7f28b7b --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/KnownElementEnterprisesLLC/KnownElementEnterprises-OpAgreement.md @@ -0,0 +1 @@ +# Known Element Enterprises LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/MeetMorse.comLLC/MeetMorseOpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/MeetMorse.comLLC/MeetMorseOpAgreement.md new file mode 100644 index 0000000..860dd72 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/MeetMorse.comLLC/MeetMorseOpAgreement.md @@ -0,0 +1 @@ +# MeetMorse.com LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RackRental.netLLC/RackRentalOpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RackRental.netLLC/RackRentalOpAgreement.md new file mode 100644 index 0000000..ef5a11e --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RackRental.netLLC/RackRentalOpAgreement.md @@ -0,0 +1 @@ +# RackRental.net LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodFamilyOfficeGroupLLC/REDWFO-OperatingAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodFamilyOfficeGroupLLC/REDWFO-OperatingAgreement.md new file mode 100644 index 0000000..08b34fb --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodFamilyOfficeGroupLLC/REDWFO-OperatingAgreement.md @@ -0,0 +1 @@ +# Redwood Family Office Group LLC Operating Agreement diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodSpringsCapitalPartnersGroupLLC/CompanyNameAndPurpose.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodSpringsCapitalPartnersGroupLLC/CompanyNameAndPurpose.md new file mode 100644 index 0000000..caf078e --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodSpringsCapitalPartnersGroupLLC/CompanyNameAndPurpose.md @@ -0,0 +1,37 @@ +# Organization + +## Company Name +The name of the limited liability company formed hereby shall be Redwood Springs Capital Partners LLC + +## Company Purpose +The Company shall have the power (whether conducted +directly or indirectly through any type of Investment in any type of +Person) to engage in the following activities: + +* acquiring + +* owning + +* holding + +* maintaining + +* improving + +* developing + +* operating + +* managing + +* leasing + +* selling + +* exchanging + +* the financing of any of the foregoing activities + +* and otherwise dealing with + +investments in the scope of it's thesis and approved by the TSG Board Of Directors Redwood Committe diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodSpringsCapitalPartnersGroupLLC/RWSCPOpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodSpringsCapitalPartnersGroupLLC/RWSCPOpAgreement.md new file mode 100644 index 0000000..fcd7345 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/RedwoodSpringsCapitalPartnersGroupLLC/RWSCPOpAgreement.md @@ -0,0 +1 @@ +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/StartingLineProductionsLLC/StartingLineProdOpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/StartingLineProductionsLLC/StartingLineProdOpAgreement.md new file mode 100644 index 0000000..3f41411 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/StartingLineProductionsLLC/StartingLineProdOpAgreement.md @@ -0,0 +1 @@ +# StartingLineProductions.com LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/SuborbitalSystems.netLLC/SuboSysOpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/SuborbitalSystems.netLLC/SuboSysOpAgreement.md new file mode 100644 index 0000000..ad259e4 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/SuborbitalSystems.netLLC/SuboSysOpAgreement.md @@ -0,0 +1 @@ +# Suborbital-Sustems.net LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TheCampusTradingCompanyLLC/TheCampusTradingCompany-OpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TheCampusTradingCompanyLLC/TheCampusTradingCompany-OpAgreement.md new file mode 100644 index 0000000..7f28b7b --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TheCampusTradingCompanyLLC/TheCampusTradingCompany-OpAgreement.md @@ -0,0 +1 @@ +# Known Element Enterprises LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/ThePeerNet.comLLC/ThePeerNetOpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/ThePeerNet.comLLC/ThePeerNetOpAgreement.md new file mode 100644 index 0000000..f59575d --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/ThePeerNet.comLLC/ThePeerNetOpAgreement.md @@ -0,0 +1 @@ +# ThePeerNet.com LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-1.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-1.md new file mode 100644 index 0000000..86afaae --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-1.md @@ -0,0 +1,65 @@ +# ARTICLE I - ORGANIZATION + +## 1.1 Formation + +**Turnkey Network Systems LLC** (the "Company") has been organized as a Texas series limited liability company by the filing of a Certificate of Formation (the "Certificate") with the Secretary of State of Texas under and pursuant to the Texas Business Organizations Code ("TBOC"), as amended from time to time. + +## 1.2 Operating Agreement + +This Company Operating Agreement (the "Agreement") is entered into and shall be effective as of March 14, 2025 (the "Effective Date"), by and among the Company and the Person executing this Agreement as the sole Member (the "Sole Member"). This Agreement shall govern the operations and administration of the Company and, to the maximum extent permitted by applicable law, shall override and replace the provisions of the TBOC that would otherwise apply to the Company. + +## 1.3 Name + +The name of the Company is **Turnkey Network Systems LLC**. All Company business shall be conducted under that name or such other names that comply with applicable law as the Board may determine from time to time. + +## 1.4 Registered Office and Registered Agent + +The Company shall maintain a registered office and registered agent in the State of Texas as required by the TBOC. The initial registered office and the name and address of the initial registered agent of the Company shall be as set forth in the Certificate. The Board may change the registered office and/or the registered agent from time to time. + +## 1.5 Principal Office + +The principal office of the Company shall be located at [Insert Principal Office Address], or at such other place as the Board may determine from time to time. + +## 1.6 Term + +The Company commenced on the date the Certificate was filed with the Secretary of State of Texas and shall continue in existence until dissolved in accordance with this Agreement or the TBOC. + +## 1.7 Intent to Override Default Statutory Provisions + +To the maximum extent permitted by law, this Agreement is intended to: + +* Override and replace all default provisions of the TBOC that would otherwise apply to the Company + +* Establish a: + * governance structure + * ownership rights + * operational framework + that differs from the default provisions of the TBOC + +* Create: + - relationships + - rights + - duties + - obligations of the Company + - obligations of the Member + - obligations of the Series + - obligations of their respective stakeholders + that are customized for the Company's specific needs and purposes + +* Provide a comprehensive set of rules for the internal affairs of the Company that supersede any statutory provisions that would apply in the absence of an agreement to the contrary + +## 1.8 Series LLC Structure + +The Company is hereby established as a series limited liability company under Subchapter M of Chapter 101 of the TBOC (the "Series LLC Act"). The rights, powers, duties, obligations, liabilities, and restrictions contained in this Agreement shall govern all Series established under the Company. This Agreement serves as the Company Agreement for the Company and each Series. + +## 1.9 Series Isolation + +As provided by the Series LLC Act, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of that Series only, and not against the assets of the Company generally or any other Series established under this Agreement. + +## 1.10 Series Not Separate Legal Entities + +Notwithstanding the liability and asset segregation provided by the Series LLC Act, the Company acknowledges that each Series established under this Agreement is not a separate legal entity from the Company itself, but rather represents a segregated pool of assets and liabilities within the Company with special statutory protections. + +## 1.11 Singular Member Structure + +The Company is organized with a singular member structure with no ability to add or remove members except as specifically provided in this Agreement. All membership interests in the Company are held by the Sole Member. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-10.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-10.md new file mode 100644 index 0000000..8d4e86c --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-10.md @@ -0,0 +1,133 @@ +# ARTICLE X - BOOKS, RECORDS AND ACCOUNTING + +## 10.1 Books and Records + +### 10.1.1 Required Records + +The Company shall maintain at its principal office the following records: + +* A current list of the full name and last known business or residence address of the Sole Member, together with the Capital Contributions and the share in profits and losses of the Sole Member + +* A copy of the Certificate of Formation, including all amendments thereto + +* Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years + +* Copies of this Agreement and any amendments thereto + +* Financial statements of the Company for the three most recent years + +* Books and records of the Company as they relate to the internal affairs of the Company for at least the current and past three fiscal years + +* Records of all proceedings of the Board + +* Any other records required to be maintained by the TBOC + +### 10.1.2 Series Records + +Each Series shall maintain at the Company's principal office the following records: + +* A current list of the full name and last known business or residence address of each Member of the Series, together with the Capital Contributions, Capital Account, and Profit Interest of each Member + +* A copy of the Series Designation and any amendments thereto + +* Financial statements of the Series for the three most recent years + +* Books and records of the Series as they relate to the business and affairs of the Series for at least the current and past three fiscal years + +* Records of all proceedings of meetings of the Members of the Series, if any + +* Any other records required to be maintained by the TBOC + +## 10.2 Segregation of Records + +The records of each Series shall be maintained separately from the records of the Company and all other Series. The Company shall take all reasonable measures to ensure that: + +* Records relating to the Company generally are not maintained in the same ledger as records relating to any Series + +* Records relating to each Series are maintained in a separate ledger from records relating to any other Series + +* All assets and liabilities associated with each Series are separately identified and segregated from the assets and liabilities of the Company and all other Series + +## 10.3 Inspection Rights + +### 10.3.1 Company Level + +The Sole Member shall have the right, upon reasonable request, to: + +* Inspect and copy any of the Company records required to be maintained by Section 10.1.1 + +* Obtain from the Board, promptly after becoming available, a copy of the Company's federal, state, and local income tax or information returns for each fiscal year + +### 10.3.2 Series Level + +Each Member of a Series shall have the right, upon reasonable request, to: + +* Inspect and copy any of the Series records required to be maintained by Section 10.1.2 + +* Obtain from the Series Manager(s), promptly after becoming available, a copy of the Series' federal, state, and local income tax or information returns for each fiscal year + +* Obtain such other information regarding the affairs of the Series as is just and reasonable + +## 10.4 Reports + +### 10.4.1 Annual Report + +Within 120 days after the end of each fiscal year, the Board shall cause to be sent to the Sole Member an annual report containing: + +* Financial statements of the Company for such fiscal year + +* A report of the activities of the Company during the fiscal year + +* Such other information as the Board deems appropriate + +### 10.4.2 Series Reports + +Within 120 days after the end of each fiscal year, the Series Manager(s) shall cause to be sent to each Member of a Series an annual report containing: + +* Financial statements of the Series for such fiscal year + +* A report of the activities of the Series during the fiscal year + +* Such other information as the Series Manager(s) deem appropriate + +### 10.4.3 Tax Information + +Within 90 days after the end of each fiscal year, the Company and each Series shall send to the Sole Member and each Series Member, respectively, all information necessary for the preparation of such Member's federal and state income tax returns. + +## 10.5 Bank Accounts + +### 10.5.1 Company Accounts + +The Board shall establish and maintain one or more separate bank accounts and deposit all funds of the Company in such accounts. No other funds shall be deposited into these accounts. + +### 10.5.2 Series Accounts + +The Series Manager(s) shall establish and maintain one or more separate bank accounts for each Series and deposit all funds of the Series in such accounts. No funds of the Company or any other Series shall be deposited into these accounts. + +## 10.6 Accounting Decisions and Tax Elections + +### 10.6.1 Accounting Method + +The Company and each Series shall use the accrual method of accounting for financial reporting and income tax purposes, unless otherwise determined by the Board. + +### 10.6.2 Tax Elections + +The Board shall have the authority to make all tax elections for the Company and each Series. Such elections shall be made in the best interests of the Company and its Series, with proper consideration of the interests of the Members. + +### 10.6.3 Tax Matters Partner + +The Board shall designate a Person to serve as the "partnership representative" of the Company within the meaning of Section 6223 of the Code. A similar designation shall be made for each Series that is treated as a partnership for federal income tax purposes. + +## 10.7 Title to Company and Series Property + +### 10.7.1 Company Property + +All property owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such property in their individual name. Each Member's Interest in the Company shall be personal property for all purposes. + +### 10.7.2 Series Property + +All property owned by a Series shall be owned by the Company on behalf of such Series and shall be segregated from the assets of the Company and all other Series. No Member shall have any ownership interest in such property in their individual name. Each Member's Interest in a Series shall be personal property for all purposes. + +## 10.8 Periodic Valuation + +The Company shall conduct a valuation of its assets and each Series' assets at least annually for the purpose of determining the Initial Value for new Profit Interests and for other purposes required under this Agreement. Such valuations shall be conducted in good faith by the Board or Series Manager(s), as applicable, using methods they deem appropriate. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-11.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-11.md new file mode 100644 index 0000000..bbf5ab4 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-11.md @@ -0,0 +1,213 @@ +# ARTICLE XI - ELECTRONIC GOVERNANCE + +## 11.1 Electronic Governance Framework + +The Company and each Series shall implement and maintain an electronic governance framework that facilitates transparent, efficient, and secure governance processes. This framework shall leverage technology to enhance participation, improve decision-making, and reduce administrative burdens. + +## 11.2 Electronic Meetings + +### 11.2.1 Board Meetings + +The Board may hold meetings through any electronic means that allows all participants to: + +* Hear each other simultaneously during the meeting + +* Access relevant documents and information + +* Vote on matters presented during the meeting + +* Communicate effectively with all other participants + +### 11.2.2 Series Member Meetings + +Any meetings of Series Members may be held through electronic means that provide substantially the same capabilities as described in Section 11.2.1. + +### 11.2.3 Meeting Records + +All electronic meetings shall be recorded through appropriate means, which may include: + +* Minutes prepared by a designated individual + +* Electronic recordings of the proceedings + +* Automated transcription services + +* Electronic voting records + +## 11.3 Electronic Voting + +### 11.3.1 Board Voting + +Directors may vote on matters through electronic means, including: + +* Real-time voting during electronic meetings + +* Asynchronous voting through secure electronic platforms + +* Electronic signature systems for written consents + +* Blockchain-based voting systems + +### 11.3.2 Series Member Voting + +Series Members may vote on matters through similar electronic means as described in Section 11.3.1, as determined by the Series Manager(s). + +### 11.3.3 Verification and Security + +All electronic voting systems shall include appropriate measures to: + +* Verify the identity of voters + +* Ensure the integrity of the voting process + +* Maintain records of all votes cast + +* Protect against unauthorized access or manipulation + +## 11.4 Electronic Documentation + +### 11.4.1 Document Management System + +The Company shall maintain an electronic document management system that: + +* Stores all governance documents in secure digital formats + +* Provides appropriate access controls for different types of documents + +* Maintains version history of documents + +* Enables efficient search and retrieval of documents + +* Implements backup and recovery procedures + +### 11.4.2 Electronic Signatures + +Electronic signatures that comply with applicable electronic signature laws shall be valid and binding for all Company and Series documents, including: + +* This Agreement and any amendments + +* Series Designations + +* Membership certificates + +* Contracts and agreements + +* Board and Series Member consents + +* Any other documents requiring signatures + +## 11.5 Electronic Communications + +### 11.5 Communication Platforms + +The Company shall establish and maintain electronic communication platforms that enable efficient and transparent information sharing among the Board, Series Managers, and Members. These platforms may include: + +* Secure messaging systems + +* Collaborative workspaces + +* Discussion forums + +* Knowledge bases + +* Announcement channels + +* File sharing systems + +### 11.6 Decision Support Systems + +The Company may implement electronic decision support systems that: + +* Provide relevant data and analytics to inform decisions + +* Enable scenario modeling and forecasting + +* Facilitate structured deliberation processes + +* Document decision rationales and supporting information + +* Track implementation of decisions + +### 11.7 Transparency and Access + +### 11.7.1 Information Dashboard + +The Company shall maintain an electronic dashboard that provides the Sole Member, Board, Series Managers, and Series Members with appropriate access to: + +* Financial performance metrics + +* Operational metrics + +* Governance activities and decisions + +* Upcoming meetings and events + +* Important documents and records + +### 11.7.2 Access Controls + +The electronic governance system shall implement appropriate access controls that: + +* Provide information access based on role and need + +* Protect sensitive and confidential information + +* Create audit trails of information access + +* Enable temporary access when needed + +## 11.8 Technical Requirements + +### 11.8.1 Security + +The electronic governance system shall implement robust security measures, including: + +* Encryption of data in transit and at rest + +* Multi-factor authentication for access + +* Regular security audits and testing + +* Incident response procedures + +* Compliance with applicable data protection regulations + +### 11.8.2 Reliability + +The electronic governance system shall be designed for high reliability, including: + +* Redundant systems and backups + +* Regular testing of recovery procedures + +* Monitoring of system performance + +* Alternative methods for critical functions in case of system failure + +### 11.8.3 Usability + +The electronic governance system shall be designed with usability in mind, including: + +* Intuitive user interfaces + +* Accessible design for users with disabilities + +* Mobile compatibility + +* Adequate training and support resources + +* Continuous improvement based on user feedback + +## 11.9 Governance of the Electronic Systems + +The Board shall establish policies and procedures for the governance of the electronic systems themselves, including: + +* Selection of appropriate technologies + +* Oversight of system implementation and operation + +* Periodic review of system effectiveness + +* Approval of significant changes or upgrades + +* Risk management related to technology dependencies \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-12.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-12.md new file mode 100644 index 0000000..f5f2f90 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-12.md @@ -0,0 +1,201 @@ +# ARTICLE XII - SOCIOCRACY PRINCIPLES + +## 12.1 Sociocracy Framework + +The Company and each Series shall implement governance structures and processes based on sociocracy principles. Sociocracy provides a framework for effective governance, transparent decision-making, and equitable participation by all stakeholders. + +## 12.2 Core Principles + +### 12.2.1 Consent Decision-Making + +The Company and each Series shall use consent decision-making rather than majority voting for policy decisions. Consent means that a decision can be made when none of the participants has a reasoned and paramount objection to a proposed decision. + +Key aspects of consent decision-making include: + +* A proposal is presented clearly with adequate background information + +* Clarifying questions are asked and answered + +* Reactions to the proposal are shared + +* The proposal may be amended based on feedback + +* Objections are raised, discussed, and resolved + +* Consent is achieved when no objections remain + +### 12.2.2 Circular Organization + +The Company and each Series shall organize governance into interconnected circles, where: + +* Each circle has a defined aim and domain of authority + +* Circles are connected through double-linking (two people connecting adjacent circles) + +* Higher-level circles determine the aims and domains of lower-level circles + +* Lower-level circles determine how to implement their aims within their domains + +### 12.2.3 Double-Linking + +Communication and alignment between circles shall be maintained through double-linking, where: + +* An operational leader from a lower circle is a full member of the next higher circle + +* A representative elected by the lower circle is a full member of the next higher circle + +* Both links participate fully in the decision-making of both circles + +### 12.2.4 Elections by Consent + +Leaders, representatives, and people filling functional roles shall be elected by consent after open discussion, rather than by competitive voting or appointment. + +## 12.3 Circle Structure + +### 12.3.1 Board Circle + +The Board shall function as the top circle in the Company's governance structure, with responsibilities as defined in Article IV. + +### 12.3.2 Series Governance Circles + +Each Series shall establish appropriate governance circles as determined by the Series Manager(s), which may include: + +* Strategic Circle - focusing on long-term direction and major decisions + +* Operational Circle - focusing on day-to-day operations and implementation + +* Specific Domain Circles - focusing on particular functions or aspects of the Series business + +### 12.3.3 Circle Autonomy + +Each circle shall have autonomy within its defined domain, subject to the constraints established by higher circles and this Agreement. + +## 12.4 Decision-Making Process + +### 12.4.1 Proposal Formation + +Proposals may be generated by any member of a circle and should be: + +* Clearly stated in writing + +* Supported by relevant background information + +* Connected to the circle's aim and domain + +* Presented with adequate time for consideration + +### 12.4.2 Consent Process + +The standard consent process shall include: + +* Presentation of the proposal + +* Clarifying questions round + +* Quick reactions round + +* Amendments to the proposal if needed + +* Consent round (asking for objections) + +* Integration of objections + +* Final consent round + +### 12.4.3 Operational Decisions + +Day-to-day operational decisions may be made by the appropriate role-holders without going through the full consent process, provided that: + +* The decisions fall within the role-holder's domain + +* The decisions do not conflict with existing policy + +* The role-holder is willing to reconsider the decision if concerns are raised + +## 12.5 Roles and Responsibilities + +### 12.5.1 Required Circle Roles + +Each governance circle shall at minimum have the following roles: + +* **Circle Leader** - accountable for the circle achieving its aim, allocating resources, and assigning operational roles + +* **Facilitator** - leads the circle meetings and decision-making processes + +* **Secretary** - schedules meetings, maintains records, and ensures transparency + +* **Representative** - represents the circle's interests in the next higher circle + +### 12.5.2 Role Selection + +All roles shall be filled through election by consent within the circle, with the exception of the Circle Leader, who may be appointed by the next higher circle. + +### 12.5.3 Role Reviews + +Performance in roles shall be regularly reviewed by the circle to ensure effectiveness and provide feedback for improvement. + +## 12.6 Meetings + +### 12.6.1 Regular Circle Meetings + +Each governance circle shall meet regularly (at least quarterly) to: + +* Review progress toward objectives + +* Make policy decisions + +* Address tensions or issues + +* Conduct elections as needed + +* Allocate resources + +### 12.6.2 Meeting Formats + +Circle meetings shall follow a structured format that typically includes: + +* Opening round - personal check-in and meeting readiness + +* Administrative matters - consent to agenda and previous minutes + +* Content items - addressing tensions, making decisions + +* Closing round - meeting evaluation and personal reflection + +### 12.6.3 Facilitation + +All governance meetings shall be facilitated to ensure: + +* Equality of voice + +* Focus on the circle's aim + +* Efficient use of time + +* Adherence to the consent process + +* Documentation of decisions + +## 12.7 Continuous Improvement + +### 12.7.1 Circle Self-Evaluation + +Each circle shall periodically evaluate its own effectiveness and make improvements to its structure and processes. + +### 12.7.2 Policy Review + +All policies shall be reviewed on a scheduled basis to ensure they remain relevant and effective. + +### 12.7.3 Governance Audits + +The Company shall conduct periodic governance audits to ensure that sociocracy principles are being properly implemented throughout the organization. + +## 12.8 Integration with FairShares Model + +The sociocratic governance structure shall be integrated with the FairShares membership model described in Article VIII to ensure that: + +* All membership classes have appropriate representation in the governance structure + +* The interests of different stakeholder groups are balanced + +* Decision-making authority is distributed based on both stake and competence diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-13.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-13.md new file mode 100644 index 0000000..6f998a6 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-13.md @@ -0,0 +1,51 @@ +# ARTICLE XIII - INDEMNIFICATION + +## 13.1 General Indemnification + +To the fullest extent permitted by the TBOC, the Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Person is or was a Director, Series Manager, officer, employee, or agent of the Company or any Series, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit, or proceeding, if the Person acted in good faith and in a manner the Person reasonably believed to be in, or not opposed to, the best interests of the Company or applicable Series and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. + +## 13.2 Indemnification in Company Actions + +To the fullest extent permitted by the TBOC, the Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Person is or was a Director, Series Manager, officer, employee, or agent of the Company or any Series, against expenses (including attorneys' fees) actually and reasonably incurred by the Person in connection with the defense or settlement of such action or suit, if the Person acted in good faith and in a manner the Person reasonably believed to be in, or not opposed to, the best interests of the Company or applicable Series, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. + +## 13.3 Success on Merits + +To the extent that a Director, Series Manager, officer, employee, or agent of the Company or any Series has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 13.1 or 13.2, or in defense of any claim, issue, or matter therein, such Person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such Person in connection therewith. + +## 13.4 Determination of Right to Indemnification + +Any indemnification under Sections 13.1 or 13.2 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Director, Series Manager, officer, employee, or agent is proper in the circumstances because the Person has met the applicable standard of conduct set forth in Sections 13.1 or 13.2. Such determination shall be made: + +* By the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding + +* If such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion + +* By the Sole Member + +## 13.5 Advancement of Expenses + +Expenses (including attorneys' fees) incurred by a Director, Series Manager, officer, employee, or agent in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the Company in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that such Person is not entitled to be indemnified by the Company as authorized in this Article. + +## 13.6 Non-Exclusivity + +The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of Directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office. + +## 13.7 Insurance + +The Company may purchase and maintain insurance on behalf of any Person who is or was a Director, Series Manager, officer, employee, or agent of the Company or any Series against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person's status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Article. + +## 13.8 Series Indemnification + +Each Series shall, to the extent legally permissible, indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such Person is or was a Series Manager, officer, employee, or agent of such Series, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit, or proceeding. + +## 13.9 Survival of Indemnification + +The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a Person who has ceased to be a Director, Series Manager, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such Person. + +## 13.10 Severability + +If any provision of this Article shall be deemed invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Article, and this Article shall be construed and enforced as if such invalid or unenforceable provision had not been included herein. + +## 13.11 Intent + +It is the intent of this Article to provide indemnification to Directors, Series Managers, officers, employees, and agents to the fullest extent permitted by the TBOC. If the TBOC is amended after the date of this Agreement to authorize corporate action further eliminating or limiting the personal liability of Directors, Series Managers, officers, employees, or agents, then the liability of a Director, Series Manager, officer, employee, or agent of the Company or any Series shall be eliminated or limited to the fullest extent permitted by the TBOC, as so amended. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-14.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-14.md new file mode 100644 index 0000000..f03637d --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-14.md @@ -0,0 +1,83 @@ +# ARTICLE XIV - DISSOLUTION AND TERMINATION + +## 14.1 Dissolution of the Company + +The Company shall be dissolved and its affairs wound up upon the first to occur of the following: + +* The written consent of the Sole Member + +* The entry of a decree of judicial dissolution under Section 11.314 of the TBOC + +* The termination of the legal existence of the Sole Member or the occurrence of any other event that terminates the continued membership of the Sole Member, unless the Company is continued without dissolution pursuant to the TBOC + +## 14.2 Dissolution of a Series + +A Series shall be dissolved and its affairs wound up upon the first to occur of the following: + +* The dissolution of the Company + +* The written consent of the Board and the Series Manager(s) + +* The accomplishment of the purpose(s) for which the Series was established, as determined by the Board + +* The entry of a decree of judicial dissolution with respect to the Series + +* Any event specified in the Series Designation as triggering dissolution + +## 14.3 Winding Up + +### 14.3.1 Company Winding Up + +Upon dissolution of the Company, the Board shall act as liquidator and shall wind up the affairs of the Company. The liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company's assets and to wind up and liquidate the affairs of the Company in an orderly manner. + +### 14.3.2 Series Winding Up + +Upon dissolution of a Series, the Series Manager(s) shall act as liquidator and shall wind up the affairs of the Series. The liquidator shall have full power and authority to sell, assign, and encumber any or all of the Series' assets and to wind up and liquidate the affairs of the Series in an orderly manner. + +## 14.4 Order of Payment upon Dissolution + +### 14.4.1 Company Dissolution + +Upon dissolution of the Company, the assets of the Company shall be distributed in the following order: + +* First, to creditors of the Company, including the Sole Member if a creditor, in satisfaction of liabilities of the Company (whether by payment or by establishment of reserves) + +* Second, to the Sole Member + +### 14.4.2 Series Dissolution + +Upon dissolution of a Series, the assets of the Series shall be distributed in the following order: + +* First, to creditors of the Series, including Members if creditors, in satisfaction of liabilities of the Series (whether by payment or by establishment of reserves) + +* Second, to Members of the Series in accordance with their positive Capital Account balances + +* Third, to Members of the Series in accordance with their Profit Interests + +## 14.5 Deficit Capital Accounts + +If any Member has a deficit balance in their Capital Account (after giving effect to all contributions, distributions, and allocations for all fiscal years, including the fiscal year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company or the applicable Series with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or the applicable Series or to any other Person for any purpose whatsoever. + +## 14.6 Articles of Termination + +When all debts, liabilities, and obligations of the Company and all Series have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets of the Company and all Series have been distributed, articles of termination shall be executed and filed with the Secretary of State of Texas. + +## 14.7 Termination of a Series Without Company Termination + +The termination of a single Series shall not affect the limitation on liabilities of such Series or any other Series. The termination of a Series shall not require the termination of the Company and shall not affect the existence or functioning of the Company or any other Series. + +## 14.8 Return of Contribution Nonrecourse to Other Members + +Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of the applicable Series for the return of its Capital Contribution. If the property of a Series remaining after the payment or discharge of the debts and liabilities of the Series is insufficient to return the Capital Contribution of one or more Members, such Member(s) shall have no recourse against any other Series, the Company, or any other Member. + +## 14.9 Survival of Certain Provisions + +Notwithstanding anything to the contrary in this Agreement, the provisions of Article X (Books, Records and Accounting), Article XIII (Indemnification), and this Article XIV shall survive the termination of the Company or any Series. + +## 14.10 No Voluntary Withdrawal + +The Sole Member shall not voluntarily withdraw or resign from the Company. No Member shall voluntarily withdraw or resign from a Series except as specifically permitted by this Agreement or the applicable Series Designation. + +## 14.11 No Partition + +No Member shall have the right to seek or obtain partition by court decree or operation of law of any Company or Series property, or the right to own or use particular or individual assets of the Company or a Series. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-15.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-15.md new file mode 100644 index 0000000..a00e960 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-15.md @@ -0,0 +1,113 @@ +# ARTICLE XV - AMENDMENT + +## 15.1 Amendment of Certificate of Formation + +The Certificate of Formation of the Company may be amended at any time upon the written consent of the Sole Member. The Board shall file any amendment to the Certificate of Formation with the Secretary of State of Texas as required by the TBOC. + +## 15.2 Amendment of Company Operating Agreement + +### 15.2.1 General Amendments + +This Agreement may be amended only with the written consent of the Sole Member, except as otherwise provided in this Article. + +### 15.2.2 Technical Amendments + +Notwithstanding Section 15.2.1, the Board may amend this Agreement, without the consent of the Sole Member, to: + +* Correct typographical errors + +* Make changes of a ministerial nature that do not modify the rights or obligations of the Sole Member + +* Comply with any requirements, regulations, rulings, or guidance of any federal or state agency or regulatory body + +* Comply with any provision of the TBOC or other applicable law + +* Make any change that does not adversely affect the rights or obligations of the Sole Member in any material respect + +### 15.2.3 Notice of Amendments + +The Board shall provide prompt written notice to the Sole Member of any amendment made pursuant to Section 15.2.2. + +## 15.3 Amendment of Series Designations + +### 15.3.1 General Series Amendments + +A Series Designation may be amended with the written consent of: + +* The Board + +* The Series Manager(s) of the applicable Series + +* Series Members holding a majority of the Profit Interests in the applicable Series, unless the Series Designation requires a greater percentage + +### 15.3.2 Technical Series Amendments + +Notwithstanding Section 15.3.1, the Series Manager(s) may amend a Series Designation, without the consent of the Series Members, to: + +* Correct typographical errors + +* Make changes of a ministerial nature that do not modify the rights or obligations of the Series Members + +* Comply with any requirements, regulations, rulings, or guidance of any federal or state agency or regulatory body + +* Comply with any provision of the TBOC or other applicable law + +* Make any change that does not adversely affect the rights or obligations of any Series Member in any material respect + +### 15.3.3 Notice of Series Amendments + +The Series Manager(s) shall provide prompt written notice to all Series Members of any amendment made to a Series Designation. + +## 15.4 Required Consent for Adverse Amendments + +Notwithstanding any other provision of this Article, no amendment to this Agreement or any Series Designation shall: + +* Modify the limited liability of the Sole Member or any Series Member without the consent of each affected Member + +* Adversely modify the economic rights of the Sole Member or any Series Member without the consent of each affected Member + +* Modify any provision requiring the consent of the Sole Member or any Series Member for specified actions without the consent of each affected Member + +* Modify this Section 15.4 without the consent of the Sole Member and each Series Member + +## 15.5 Amendments Affecting Series Isolation + +No amendment to this Agreement shall adversely affect the limitation on liabilities of a Series established under the Series LLC Act without the consent of: + +* The Board + +* The Series Manager(s) of each affected Series + +* Series Members holding a majority of the Profit Interests in each affected Series + +## 15.6 Documentation of Amendments + +### 15.6.1 Form of Amendment + +Any amendment to this Agreement or a Series Designation shall be documented in writing, either as: + +* A separate amendment document signed by all required parties + +* A restated agreement or designation incorporating all amendments, signed by all required parties + +* A unanimous written consent approving the amendment, with the text of the amendment attached + +### 15.6.2 Effective Date + +Unless otherwise specified in the amendment document, an amendment shall be effective upon execution by all required parties. + +## 15.7 Electronic Amendment Process + +Consistent with Article XI (Electronic Governance), amendments to this Agreement or any Series Designation may be proposed, deliberated, and approved through electronic means, provided that: + +* All required parties have access to the electronic platform used for the amendment process + +* The identity of each consenting party can be authenticated + +* Records of the amendment process, including all deliberations and votes, are preserved + +* The final amendment document is distributed to all affected parties + +## 15.8 Periodic Review + +The Board shall review this Agreement at least annually to determine whether any amendments are necessary or desirable to improve the governance and operation of the Company and its Series. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-16.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-16.md new file mode 100644 index 0000000..343c3ac --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-16.md @@ -0,0 +1,87 @@ +# ARTICLE XVI - MISCELLANEOUS PROVISIONS + +## 16.1 Entire Agreement + +This Agreement, including all Series Designations and Schedules attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. + +## 16.2 Binding Effect + +Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and assigns. + +## 16.3 Governing Law + +This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed, and enforced in accordance with the laws of the State of Texas, without regard to rules on conflicts of law. + +## 16.4 Jurisdiction and Venue + +Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State of Texas or of the United States District Court for the appropriate district of Texas, and, by execution and delivery of this Agreement, each party consents to the exclusive jurisdiction of those courts. Each party irrevocably waives any objection, including any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction. + +## 16.5 Severability + +If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement, provided that the severed provision(s) are not material to the overall purpose and operation of this Agreement. + +## 16.6 Further Assurances + +In connection with this Agreement and the transactions contemplated hereby, each party shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions. + +## 16.7 No Third-Party Beneficiaries + +This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns, and no other Person shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise. + +## 16.8 Construction + +In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. + +## 16.9 Counterparts + +This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. + +## 16.10 Electronic Signatures + +The parties agree that signatures transmitted electronically, whether by fax, electronic mail of a PDF document, or otherwise, shall be acceptable to bind the parties and shall be of the same force and effect as original signatures. + +## 16.11 Headings + +The headings in this Agreement are inserted for convenience only and are not part of this Agreement. + +## 16.12 References + +All references in this Agreement to Articles, Sections, subsections, and other subdivisions refer to corresponding Articles, Sections, subsections, and other subdivisions of this Agreement unless expressly provided otherwise. + +## 16.13 Waivers + +No waiver by any party, whether express or implied, of any provision of this Agreement, or of any breach or default of any party, shall be effective unless in writing signed by the party against whom such waiver is sought to be enforced. No such waiver shall be deemed a continuing waiver unless expressly stated therein, and any such waiver shall be operative only with respect to the specific instance and for the specific purpose for which given. + +## 16.14 Notices + +Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally or sent by courier, certified mail, or electronic transmission to the party at the address set forth below or such other address as the party may specify by notice: + +* **To the Company:** + [Company Address] + Attention: Board of Directors + Email: [Email Address] + +* **To the Sole Member:** + [Sole Member Address] + Email: [Email Address] + +* **To a Series or Series Member:** + At the address provided in the applicable Series Designation or in the Company records + +Any such notice shall be deemed to be delivered, given, and received as of the earlier of (a) the date actually received, or (b) (i) if delivered personally, when delivered, (ii) if sent by courier, one business day after deposit with the courier, (iii) if sent by certified mail, three business days after deposit in the United States mail, and (iv) if sent by electronic transmission, when sent. + +## 16.15 Time Periods + +In applying any provision of this Agreement that requires an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. + +## 16.16 Confidentiality + +Each Member acknowledges that they may receive information regarding the Company and the Series that is confidential, proprietary, or otherwise not generally available to the public. Each Member agrees to keep all such information confidential and not to disclose such information to any third party without the prior written consent of the Board or Series Manager(s), as applicable. + +## 16.17 Legal Counsel + +Each party acknowledges that they have been advised to seek independent legal counsel in connection with this Agreement. To the extent a party has not sought independent legal counsel, such party has voluntarily and knowingly waived the right to do so. + +## 16.18 Series Independence + +Each Series shall be independent of all other Series. No creditor, claimant, or other liabilities of any Series shall be asserted against any other Series or the Company generally. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-2.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-2.md new file mode 100644 index 0000000..37ec068 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-2.md @@ -0,0 +1,126 @@ +# ARTICLE II - DEFINITIONS + +## 2.1 Definitions + +As used in this Agreement, the following terms have the meanings set forth below: + +**"Act"** means the Texas Business Organizations Code, as it may be amended from time to time, and any successor to such statute. + +**"Affiliate"** means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such Person. + +**"Agreement"** means this Company Operating Agreement, as amended, modified, supplemented, or restated from time to time. + +**"Asset Management Series"** means a Series established under Article V for the purpose of holding, managing, or operating specific assets or investments for the benefit of designated beneficiaries. + +**"Board"** means the governing board of the Company established under Article IV of this Agreement. + +**"Capital Account"** means the capital account maintained for a Member in accordance with Section 6.3. + +**"Capital Contribution"** means any contribution to the capital of the Company or a Series in cash or property by a Member. + +**"Cell Series"** means a Series established under Article V for the purpose of serving as a holding structure for the benefit of a family office, trust, or similar arrangement. + +**"Certificate"** means the Certificate of Formation filed with the Secretary of State of Texas to form the Company pursuant to the Act, as amended or restated from time to time. + +**"Class A Member"** means a Member holding Class A Membership Interests under the FairShares model established in Article VIII. + +**"Class B Member"** means a Member holding Class B Membership Interests under the FairShares model established in Article VIII. + +**"Class C Member"** means a Member holding Class C Membership Interests under the FairShares model established in Article VIII. + +**"Code"** means the Internal Revenue Code of 1986, as amended from time to time. + +**"Company"** means Turnkey Network Systems LLC, a Texas series limited liability company. + +**"Company Interest"** means all of a Member's rights in the Company, including the Member's economic interest, right to vote (if any), and right to participate in the management (if any). + +**"Consent"** means the approval of a Person to do the act or thing for which the approval is solicited, or the act of granting such approval, as the context may require. + +**"Director"** means a member of the Board. + +**"Electronic Governance"** means the system and process of governance conducted through electronic means as described in Article XI. + +**"FairShares Model"** means the membership and governance model described in Article VIII of this Agreement. + +**"Fiscal Year"** means the Company's fiscal year, which shall be the calendar year, or any other period designated by the Board. + +**"Governance"** means the oversight, strategic direction, and policy-setting functions performed by the Board, as distinguished from management of day-to-day operations. + +**"Initial Series"** means any of the five Series initially established under this Agreement in Section 5.3. + +**"Known Element Enterprises LLC"** means the Operating Series established under Section 5.3 of this Agreement. + +**"Manager"** means a Person designated to manage the business or affairs of a Series in accordance with this Agreement. + +**"Member"** means the Sole Member or any Person admitted as a member of a Series in accordance with this Agreement, but does not include any Person who has ceased to be a member in the Company or applicable Series. + +**"Membership Interest"** means a Member's entire interest in the Company or a specific Series, including the Member's economic interest, the right to vote or participate in management (if any), and any right to information concerning the business and affairs of the Company or applicable Series. + +**"Operating Series"** means a Series established under Article V for the purpose of conducting business operations. + +**"Person"** means an individual, corporation, partnership, joint venture, limited liability company, trust, estate, unincorporated organization, association, custodian, nominee, government or any agency or political subdivision thereof, or any other entity. + +**"Profit Interest"** means a Membership Interest that confers upon the holder only a right to share in profits and appreciation in value occurring after the date of issuance, and not any right to existing capital or asset value of the Company or applicable Series. + +**"Redwood Family Office Group LLC"** means the Cell Series established under Section 5.3 of this Agreement. + +**"Redwood Springs Capital Partners Group LLC"** means the Cell Series established under Section 5.3 of this Agreement. + +**"Series"** means a designated series of assets and liabilities established in accordance with Section 101.601 of the Act and this Agreement. + +**"Series Interest"** means a Member's entire interest in a specific Series, including the Member's economic interest, the right to vote or participate in management (if any), and any right to information concerning the business and affairs of the applicable Series. + +**"Series LLC Act"** means Subchapter M of Chapter 101 of the Texas Business Organizations Code, as it may be amended from time to time, and any successor to such statute. + +**"Sociocracy"** means the system of governance based on the principles described in Article XII of this Agreement. + +**"Sole Member"** means the sole member of the Company identified in Section 1.2. + +**"TBOC"** means the Texas Business Organizations Code, as it may be amended from time to time, and any successor to such statute. + +**"The Campus Trading Company LLC"** means the Operating Series established under Section 5.3 of this Agreement. + +**"Transfer"** means any sale, assignment, encumbrance, hypothecation, pledge, conveyance, or other disposition, whether voluntary or involuntary, of any legal or beneficial interest. + +**"Treasury Regulations"** means the federal income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time. + +**"Wyble Family Office Group LLC"** means the Cell Series established under Section 5.3 of this Agreement. + +## 2.2 Construction + +Unless the context requires otherwise: + +* The gender of all words used in this Agreement includes: + - masculine + - feminine + - neuter + +* The singular forms of: + - nouns + - pronouns + - verbs + shall include the plural, and vice versa + +* All references to: + - Articles and Sections refer to articles and sections of this Agreement + - Schedules are to schedules attached to this Agreement + each of which is incorporated into and made a part of this Agreement for all purposes + +* The word "including" means "including, without limitation" + +* The word "or" is not exclusive + +* References to: + - a statute + - regulation + - or other law + refer to the statute, regulation, or law as amended from time to time and, if applicable, includes any successor statute, regulation, or law + +* References to: + - "$" + - "dollars" + refer to United States dollars + +## 2.3 Headings and Titles + +All headings and titles used in this Agreement are intended solely for convenience of reference and shall not affect the interpretation or application of any of the terms or provisions contained herein. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-3.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-3.md new file mode 100644 index 0000000..0160463 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-3.md @@ -0,0 +1,194 @@ +# ARTICLE III - PURPOSE AND POWERS + +## 3.1 Purpose of the Company + +The sole purpose of the Company is to: + +* Administer: + - the Series established under this Agreement + +* Provide: + - a legal framework within which the Series can operate + +* Hold and segregate: + - the assets and liabilities of the various Series + +* Serve as: + - a parent organization for the Series + +* Maintain: + - compliance with regulatory requirements applicable to series limited liability companies + +The Company shall not itself conduct business operations, enter into agreements with third parties, or engage in activities outside the scope of Series administration. + +## 3.2 Prohibition on Company Business Activities + +The Company is expressly prohibited from: + +* Conducting: + - business operations unrelated to the administration of Series + +* Entering into: + - contracts + - agreements + - or arrangements with third parties, except as necessary for Company administration + +* Acquiring: + - assets or properties to be held at the Company level + +* Obtaining: + - financing or incurring indebtedness at the Company level + +* Employing: + - personnel at the Company level + +* Engaging in: + - marketing + - sales + - or operations of any commercial enterprise + +* Taking any action that would: + - undermine the segregation of assets and liabilities between Series + +## 3.3 Series Activities + +Notwithstanding the limitations on Company activities, each Series may, through its designated Manager(s) and in accordance with its specific Series Designation: + +* Conduct: + - business operations + +* Enter into: + - contracts + - agreements + - and arrangements with third parties + +* Acquire: + - assets and properties + +* Obtain: + - financing and incur indebtedness + +* Employ: + - personnel + +* Engage in: + - marketing + - sales + - and other commercial activities + +* Take any lawful action in furtherance of: + - its designated purpose + +## 3.4 Powers of the Company + +Subject to the limitations set forth in this Agreement, the Company shall have the power and authority to take any and all actions: + +- necessary +- appropriate +- proper +- advisable +- incidental +- convenient + +to or for the furtherance of the purpose set forth in Section 3.1, including but not limited to the power to: + +* Establish: + - Series in accordance with this Agreement and the Series LLC Act + +* Maintain: + - separate and distinct records for each Series + +* Hold and account for: + - the assets associated with each Series separately from the assets of the Company or any other Series + +* Execute: + - all instruments + - documents + - and agreements necessary for Series administration + +* File: + - tax returns + - and other governmental reports and documents + +* Open: + - bank accounts +* Maintain: + - bank accounts +* Close: + - bank accounts + - and investment accounts for each Series + +* Hold title to: + - Company or Series assets in the name of the Company or a Series + +* Delegate authority to: + - agents + - and representatives of the Company or Series + +* Indemnify: + - Directors + - officers + - and other agents of the Company or Series + +* Dissolve: + - a Series or the Company +* Wind up: + - a Series or the Company +* Liquidate: + - a Series or the Company + +* Exercise all other powers necessary, suitable, or convenient for: + - the accomplishment of the purpose of the Company or any Series + +## 3.5 Powers of the Series + +Subject to the limitations set forth in this Agreement and any Series Designation, each Series shall have the power and authority to take any and all actions: + +- necessary +- appropriate +- proper +- advisable +- incidental +- convenient + +to or for the furtherance of the purpose set forth in its Series Designation, including but not limited to the power to: + +* Conduct: + - the business described in its Series Designation + +* Enter into: + - contracts + - agreements + - and arrangements in the name of the Series + +* Own: + - Series assets +* Acquire: + - Series assets +* Manage: + - Series assets +* Dispose of: + - Series assets + +* Borrow: + - money and issue evidences of indebtedness + +* Grant: + - liens and security interests in Series assets + +* Hire: + - employees and engage independent contractors + +* Open, maintain, and close: + - bank accounts + - and investment accounts in the name of the Series + +* Bring and defend: + - legal proceedings in the name of the Series + +* Exercise all other powers necessary, suitable, or convenient for: + - the accomplishment of the purpose of the Series + +## 3.6 Limitation of Liability + +Neither the Company nor any Series shall be responsible or liable for the debts, obligations, or liabilities of any other Series. The debts, obligations, and liabilities incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable only against the assets of that Series and not against the assets of the Company generally or any other Series. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-4.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-4.md new file mode 100644 index 0000000..4590a39 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-4.md @@ -0,0 +1,132 @@ +# ARTICLE IV - COMPANY GOVERNANCE + +## 4.1 Management by Board of Directors + +The Company shall be governed by a Board of Directors (the "Board"), which shall oversee the Company and provide governance, but not management, of the Company's affairs. The Board shall exercise all powers of the Company except those powers specifically reserved to the Sole Member or delegated to Series Managers. + +## 4.2 Distinction Between Governance and Management + +This Agreement establishes a clear distinction between governance and management: + +* **Governance** (performed by the Board) involves setting strategic direction, establishing policies, overseeing compliance, ensuring accountability, and making high-level decisions that affect the Company as a whole + +* **Management** (performed by Series Managers) involves day-to-day operational decisions, implementation of strategic plans, supervision of staff, and routine business activities within each Series + +The Board shall not engage in the day-to-day management of any Series, which function is reserved exclusively for the Series Managers. + +## 4.3 Board Composition + +The Board shall consist of at least three (3) and no more than seven (7) Directors, as determined by the Sole Member. The initial Board shall consist of three (3) Directors as follows: + +1. [Director Name 1] +2. [Director Name 2] +3. [Director Name 3] + +## 4.4 Appointment and Removal of Directors + +Directors shall be appointed by the Sole Member and shall serve until their resignation, removal, or replacement. + +The Sole Member may remove any Director, with or without cause, at any time by providing written notice to the Board. Any Director may resign at any time by delivering a written resignation to the Board. Such resignation shall take effect upon delivery unless otherwise specified. + +## 4.5 Board Powers and Responsibilities + +The Board shall have the power and authority to: + +* Establish: + - Policies + - Procedures for the operation of the Company and its Series + +* Oversee: + - Implementation of the Company's strategic plan + +* Approve: + - Establishment of Series + - Dissolution of Series + +* Appoint and remove: + - Series Managers + +* Approve: + - Significant transactions that affect the Company as a whole + +* Ensure compliance with: + - Legal requirements + - Regulatory requirements + +* Establish: + - Committees as deemed necessary + +* Adopt, amend, or repeal: + - Bylaws + - Other governance documents + +* Delegate authority to: + - Officers + - Employees + - Agents of the Company + +* Take any other action that is not specifically reserved to: + - The Sole Member + - Delegated to Series Managers + +## 4.6 Board Meetings + +The Board shall meet at least quarterly. Meetings may be held in person, by telephone, or through electronic means as provided in Article XI. The Board shall maintain records of all meetings in accordance with Article X. + +### 4.6.1 Special Meetings + +Special meetings of the Board may be called by any Director by providing at least forty-eight (48) hours' notice to all other Directors. The notice shall specify the purpose, time, and place of the meeting. + +### 4.6.2 Quorum and Voting + +A majority of the Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by this Agreement. + +### 4.6.3 Action Without Meeting + +Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all Directors consent in writing or by electronic transmission. Such consent shall have the same effect as a unanimous vote at a meeting. + +## 4.7 Officers + +The Board may appoint officers of the Company as it deems necessary. Such officers may include, but are not limited to, a President, Secretary, and Treasurer. Officers shall have such duties and powers as may be designated by the Board and shall serve at the pleasure of the Board. + +## 4.8 Committees + +The Board may establish one or more committees to assist in the governance of the Company. Each committee shall consist of one or more Directors and shall have such powers and authority as delegated by the Board, except that no committee shall have the power to: + +* Amend this Agreement + +* Approve the dissolution or merger of the Company + +* Establish or dissolve a Series + +* Appoint or remove Directors or Series Managers + +* Approve transactions between the Company and the Sole Member or any Director + +## 4.9 Compensation + +Directors shall not receive compensation for their services as Directors unless approved by the Sole Member. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties. + +## 4.10 Standard of Care + +Each Director shall discharge their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the Company. A Director is not liable for any action taken as a Director, or any failure to take action, if the Director performed their duties in compliance with this section. + +## 4.11 Sole Member Authority + +Notwithstanding any other provision of this Agreement, the following actions may only be taken with the approval of the Sole Member: + +* Amendment of this Agreement + +* Merger, conversion, or domestication of the Company + +* Sale, lease, exchange, or other disposition of all or substantially all of the Company's assets + +* Dissolution of the Company + +* Admission of new Members to the Company + +* Changes to the structure or composition of the Board + +* Any action that would adversely affect the limited liability of the Sole Member + +* Any other action requiring the Sole Member's approval as set forth in this Agreement diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-5.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-5.md new file mode 100644 index 0000000..0f78165 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-5.md @@ -0,0 +1,201 @@ +# ARTICLE V - SERIES STRUCTURE + +## 5.1 Establishment of Series + +Pursuant to Section 101.601 of the TBOC, the Company hereby establishes and shall maintain one or more designated Series, each of which: + +* Has separate rights with respect to specified property, obligations, profits, and losses associated with the Series +* Has separate powers with respect to specified property, obligations, profits, and losses associated with the Series +* Has separate duties with respect to specified property, obligations, profits, and losses associated with the Series + +* May have a separate business purpose or investment objective + +* Shall maintain records to account for the assets and liabilities associated with the Series separate and apart from the assets and liabilities of the Company or any other Series + +* Shall have liability protection such that the: + - debts + - liabilities + - obligations + - and expenses + +incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of that Series only, and not against the assets of the Company generally or any other Series + +## 5.2 Series Types + +The Company shall establish the following types of Series: + +### 5.2.1 Asset Management Series + +Asset Management Series are established to hold, manage, or operate specific assets or investments for the benefit of designated beneficiaries. Asset Management Series may own real property, equipment, intellectual property, investment portfolios, or other assets. + +### 5.2.2 Operating Series + +Operating Series are established to conduct business operations, including providing services, manufacturing products, or engaging in commercial activities. Operating Series may enter into contracts, hire employees, and engage in marketing and sales activities. + +### 5.2.3 Cell Series + +Cell Series are established to serve as holding structures for the benefit of family offices, trusts, or similar arrangements. Cell Series may establish subsidiaries, hold ownership interests in other entities, and make investments. + +## 5.3 Initial Series + +The Company hereby establishes the following Initial Series, which shall continue in perpetuity unless dissolved in accordance with this Agreement: + +1. **Known Element Enterprises LLC** (Operating Series) - Established to provide technology consulting services, software development, and related technical services as further described in Schedule A. + +2. **The Campus Trading Company LLC** (Operating Series) - Established to provide educational services, training programs, and related services as further described in Schedule B. + +3. **Redwood Family Office Group LLC** (Cell Series) - Established to serve as a holding structure for the benefit of the Redwood family. + +4. **Redwood Springs Capital Partners Group LLC** (Cell Series) - Established to serve as a holding structure for investments and ventures affiliated with Redwood Springs Capital Partners. + +5. **Wyble Family Office Group LLC** (Cell Series) - Established to serve as a holding structure for the benefit of the Wyble family. + +## 5.4 Series Designation + +For each Series established under this Agreement, the Board shall adopt a Series Designation, which shall include: + +* The name of the Series + +* The type of Series: + - Asset Management + - Operating + - Cell + +* The specific purpose and powers of the Series + +* The name(s) of the initial Manager(s) of the Series + +* Any specific limitations or restrictions on the Series + +* Any additional terms applicable to the Series + +The Series Designations for the Initial Series are set forth in the attached Schedules. + +## 5.5 Series Managers + +Each Series shall be managed by one or more Series Managers appointed by the Board. Series Managers shall have full authority to manage the business and affairs of their respective Series, subject to the limitations set forth in this Agreement and the applicable Series Designation. + +### 5.5.1 Powers of Series Managers + +The Series Managers shall have the power and authority to: + +* Conduct the day-to-day operations of the Series + +* Enter into contracts and agreements on behalf of the Series + +* Hire and terminate employees and engage independent contractors + +* Open and maintain bank accounts and investment accounts + +* Acquire, manage, and dispose of: + - Real property + - Equipment + - Intellectual property + - Investment portfolios + - Other Series assets + +* Obtain financing and incur indebtedness on behalf of the Series + +* Take any other action necessary or appropriate for the management and operation of the Series + +### 5.5.2 Limitations on Series Managers + +Series Managers shall not have the power or authority to: + +* Take any action that would violate this Agreement or the Series Designation + +* Commingle assets of the Series with assets of the Company or any other Series + +* Transfer assets of the Series to the Company or any other Series without proper documentation and consideration + +* Engage in any transaction that would jeopardize the liability protection of the Series + +* Merge or consolidate the Series with any other entity without Board approval + +* Dissolve or terminate the Series without Board approval + +* Grant capital interests in the Series (only profit interests may be granted) + +## 5.6 Series Membership + +Each Series may have its own Members who hold Series Interests in that specific Series. Membership in one Series does not confer any rights with respect to any other Series. + +### 5.6.1 Series Membership Classes + +Each Series shall implement the FairShares membership model described in Article VIII, with a minimum of three membership classes (Class A, Class B, and Class C). + +### 5.6.2 Admission of Series Members + +The Series Manager(s) may admit new Members to a Series by: + +* Issuing Profit Interests to the new Member + +* Obtaining the new Member's signature on a joinder to this Agreement + +* Recording the new Member's information in the Series records + +### 5.6.3 No Capital Interests + +No Series shall issue capital interests. All Series Interests issued to Members shall be Profit Interests only, entitling the Member to share in profits and appreciation occurring after the date of issuance. + +## 5.7 Series Records + +Each Series shall maintain separate records, accounts, and financial statements for its operations. Such records shall include: + +* A current list of the names and addresses of all Series Members + +* A copy of this Agreement and the applicable Series Designation + +* Copies of the Series' tax returns and financial statements + +* Records of all transactions involving the Series' assets + +* Minutes of any meetings of Series Members + +* Records of all contributions and distributions + +## 5.8 Series Assets and Liabilities + +### 5.8.1 Series Assets + +Assets associated with a Series shall be recorded in the records of that Series and clearly identified as belonging to that Series. Such identification may be made by: + +* Records maintained for the Series + +* Account statements for the Series + +* Designation in the title or deed for the asset + +* Any other method that reasonably identifies the asset as belonging to the Series + +### 5.8.2 Series Liabilities + +All contracts, agreements, and instruments creating liabilities of a Series shall include a conspicuous statement substantially similar to the following: + +"The obligations under this [contract/agreement/instrument] are the obligations of [Name of Series] only and are not the obligations of Turnkey Network Systems LLC generally or any other Series thereof. The assets of [Name of Series] only are available to satisfy these obligations." + +## 5.9 Establishment of Additional Series + +The Board may establish additional Series by: + +* Adopting a Series Designation setting forth the information required by Section 5.4 + +* Filing any required notice or amendment with the Secretary of State of Texas + +* Appointing one or more Series Managers + +* Allocating assets and liabilities to the Series + +* Creating appropriate records for the Series + +## 5.10 Dissolution of Series + +A Series shall be dissolved and its affairs wound up upon the first to occur of: + +* The board's determination that the Series should be dissolved + +* The occurrence of any event specified in the Series Designation as triggering dissolution + +* The entry of a judicial decree of dissolution + +Upon dissolution, the Series Manager(s) shall wind up the Series' affairs, liquidate its assets, pay its liabilities, and distribute any remaining assets to the Series Members in accordance with their respective interests. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-6.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-6.md new file mode 100644 index 0000000..7aca86e --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-6.md @@ -0,0 +1,83 @@ +# ARTICLE VI - CAPITAL CONTRIBUTIONS + +## 6.1 Initial Capital Contributions + +The Sole Member shall make an initial Capital Contribution to the Company in the amount determined by the Sole Member. The initial Capital Contribution may be in the form of cash, property, services rendered, or a promissory note or other obligation to contribute cash or property. + +## 6.2 Series Capital Contributions + +Each Series shall be established with an initial allocation of capital as determined by the Board. Such allocation may be in the form of: + +* Cash transferred from the Company or another Series + +* Property assigned to the Series + +* Rights to use intellectual property or other assets + +* Services to be performed for the benefit of the Series + +* Any other form of value that the Board determines appropriate + +## 6.3 Capital Accounts + +The Company shall maintain a separate Capital Account for the Sole Member and for each Series in accordance with the following provisions: + +* Each Capital Account shall be increased by the amount of cash and the fair market value of property contributed to the Company or Series, as applicable + +* Each Capital Account shall be decreased by the amount of cash and the fair market value of property distributed to the Sole Member or for the benefit of a Series, as applicable + +* Each Capital Account shall be adjusted as required by the Treasury Regulations under Section 704 of the Code + +## 6.4 Profit Interests Only + +Notwithstanding the maintenance of Capital Accounts, no Member of any Series shall be granted a capital interest in any Series. All Series Interests granted to Members shall be Profit Interests only, entitling the Member to share in profits and appreciation occurring after the date of issuance. + +## 6.5 No Interest on Capital Contributions + +No interest shall be paid on Capital Contributions. + +## 6.6 No Withdrawal of Capital Contributions + +No Member shall be entitled to withdraw any part of their Capital Contribution or to receive any distributions from the Company or any Series except as specifically provided in this Agreement. + +## 6.7 No Obligation to Restore Deficit + +No Member shall have any obligation to restore any deficit balance in their Capital Account. + +## 6.8 Additional Capital Contributions + +### 6.8.1 Company Level + +The Sole Member may, but is not required to, make additional Capital Contributions to the Company. + +### 6.8.2 Series Level + +No Series Member shall be required to make any additional Capital Contribution to any Series beyond their initial contribution, if any. Series Managers may accept additional Capital Contributions from existing or new Series Members in the form of cash or property based on terms approved by the Series Manager(s), provided that any such contribution shall only result in the issuance of Profit Interests. + +## 6.9 Advances by Members + +If any Member advances funds to the Company or a Series in excess of their required Capital Contributions, such advances shall be deemed a loan from such Member and shall bear interest at a rate determined by the Board or Series Manager(s), as applicable, from the date of the advance until the date of repayment. Such loans shall not increase the advancing Member's Capital Account or Series Interest. + +## 6.10 Return of Capital Contributions + +Except as otherwise provided in this Agreement, no Member shall be entitled to demand or receive the return of their Capital Contribution. + +## 6.11 Form of Return of Capital Contributions + +If a Member is entitled to receive a return of a Capital Contribution, the Company or Series may distribute cash, property, or a combination thereof to the Member in return of the Capital Contribution. + +## 6.12 Capital Structure Simplification + +The capital structure of both the Company and each Series shall be simplified by: + +* Maintaining minimal capital at the Company level + +* Focusing activities at the Series level + +* Using Profit Interests rather than Capital Interests for Series participants + +* Avoiding complex capital arrangements that would complicate the relationship between the Company and its Series + +## 6.13 Capital Isolation Between Series + +The capital of each Series shall be maintained separately from the capital of the Company and other Series. No Series shall have a claim on the capital of the Company or any other Series. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-7.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-7.md new file mode 100644 index 0000000..e935d04 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-7.md @@ -0,0 +1,89 @@ +# ARTICLE VII - ALLOCATIONS AND DISTRIBUTIONS + +## 7.1 Allocations of Profits and Losses + +### 7.1.1 Company Level + +All profits and losses of the Company shall be allocated to the Sole Member. + +### 7.1.2 Series Level + +Profits and losses of each Series shall be allocated among the Series Members in accordance with the FairShares model described in Article VIII and as specified in the applicable Series Designation. + +## 7.2 Special Allocations + +To the extent required by Treasury Regulations under Section 704 of the Code, special allocations shall be made to ensure that the capital account allocations comply with the substantial economic effect rules. These include, but are not limited to: + +* Qualified income offset provisions + +* Minimum gain chargeback provisions + +* Partner nonrecourse debt minimum gain chargeback provisions + +* Gross income allocations + +* Nonrecourse deductions allocations + +* Partner nonrecourse deductions allocations + +## 7.3 Other Allocation Rules + +### 7.3.1 Allocation of Items Included in Profits and Losses + +For purposes of determining allocations, all items of income, gain, loss, and deduction shall be allocated among the Members in the same manner as the corresponding items entered into the computation of profits and losses. + +### 7.3.2 Tax Allocations + +Allocations for tax purposes shall be made in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder. The Board or Series Manager(s), as applicable, shall have the authority to make appropriate adjustments to the allocations to account for differences between the book value and tax basis of Company or Series assets. + +### 7.3.3 Allocation of Recapture Items + +Any recapture of depreciation, amortization, or other cost recovery deductions shall be allocated among the Members in the same proportion as the original deductions were allocated. + +## 7.4 Distributions + +### 7.4.1 Company Level Distributions + +The Board may make distributions to the Sole Member at such times and in such amounts as the Board determines, subject to applicable law and any contractual restrictions on distributions. + +### 7.4.2 Series Level Distributions + +The Series Manager(s) may make distributions to the Series Members at such times and in such amounts as the Series Manager(s) determine, subject to applicable law, any contractual restrictions on distributions, and the allocation provisions set forth in the applicable Series Designation. + +### 7.4.3 Distributions in Kind + +The Board or Series Manager(s), as applicable, may make distributions in kind if they determine that such distributions would be in the best interests of the Company or Series. The fair market value of any property distributed in kind shall be determined by the Board or Series Manager(s) in good faith. + +### 7.4.4 Liquidating Distributions + +Distributions in liquidation of the Company or a Series shall be made to the Members in accordance with their positive Capital Account balances. + +## 7.5 Limitations on Distributions + +Notwithstanding any provision to the contrary contained in this Agreement, neither the Company nor any Series shall make a distribution to any Member on account of their interest in the Company or Series if such distribution would violate Section 101.206 of the TBOC or other applicable law. + +## 7.6 Withholding + +The Company and each Series are authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state, local, or foreign government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, local, or foreign law. All amounts withheld with respect to any allocation or distribution to a Member shall be treated as amounts distributed to such Member. + +## 7.7 Profit Interest Revenue Sharing + +### 7.7.1 Profit Interest Definitions + +A "Profit Interest" means a membership interest that entitles the holder to share only in profits and appreciation in value occurring after the date of issuance. Profit Interests do not entitle the holder to any capital or existing asset value at the time of issuance. + +### 7.7.2 Determination of Initial Value + +When issuing a Profit Interest, the Series Manager(s) shall determine the value of the Series as of the date of issuance (the "Initial Value"). The holder of the Profit Interest shall be entitled to share only in profits and appreciation in excess of this Initial Value. + +### 7.7.3 Revenue Sharing Calculations + +The Series Manager(s) shall establish specific revenue sharing calculations for each Series based on the FairShares model. These calculations shall define how profits are shared among the different classes of Series Members. + +### 7.7.4 Documentation of Revenue Sharing + +The revenue sharing calculations and formulas for each Series shall be documented in the applicable Series Designation or in a separate document approved by the Series Manager(s). + +## 7.8 Prohibition on Capital Interests + +No Series shall issue capital interests to any Member. All Series Interests shall be structured as Profit Interests only. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-8.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-8.md new file mode 100644 index 0000000..0c06823 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-8.md @@ -0,0 +1,125 @@ +# ARTICLE VIII - FAIRSHARES MEMBERSHIP MODEL + +## 8.1 FairShares Model Overview + +The Company adopts the FairShares model for organizational governance and profit distribution within each Series. The FairShares model recognizes different stakeholder groups and balances their interests through specific membership classes, governance rights, and profit-sharing arrangements. + +## 8.2 Minimum Membership Classes + +Each Series shall establish a minimum of three (3) membership classes as follows: + +### 8.2.1 Class A - Founders + +Class A Members are the founders, entrepreneurs, or initiators who establish the Series or contribute significant founding resources. Their interests include: + +* Strategic direction and vision + +* Long-term value creation + +* Return on financial and intellectual capital + +### 8.2.2 Class B - Labor + +Class B Members are those who contribute labor, skills, knowledge, or expertise to the Series. Their interests include: + +* Fair compensation for work performed + +* Professional development and career advancement + +* Voice in operational decisions that affect their work + +### 8.2.3 Class C - Users + +Class C Members are the customers, clients, or users who benefit from the Series' products or services. Their interests include: + +* Quality products and services + +* Fair pricing and terms + +* Responsive customer service + +## 8.3 Optional Additional Membership Classes + +Series may establish additional membership classes beyond the minimum required classes, which may include: + +### 8.3.1 Class D - Investors + +Class D Members provide financial capital to the Series without necessarily being founders. Their interests include: + +* Return on financial investment + +* Growth of Series value + +* Financial stability + +### 8.3.2 Class E - Community + +Class E Members represent the wider community or ecosystem in which the Series operates. Their interests include: + +* Environmental sustainability + +* Social responsibility + +* Local economic development + +## 8.4 Membership Rights + +### 8.4.1 Economic Rights + +All membership classes shall have economic rights in the form of Profit Interests. The specific profit-sharing formula for each Series shall be determined by the Series Manager(s) and documented in the Series Designation. + +### 8.4.2 Governance Rights + +Membership classes shall have governance rights as specified in the Series Designation, which may include: + +* Voting rights on certain matters + +* Representation on advisory boards or committees + +* Information rights and transparency + +* Consultation rights on significant decisions + +### 8.4.3 Weighted Decision-Making + +When multiple membership classes participate in decision-making, the Series may implement weighted voting systems that give different weights to different classes based on the nature of the decision and the stakes of each class in the outcome. + +## 8.5 Profit Interests Only + +All membership interests in any Series shall be Profit Interests only. No membership class shall receive capital interests in any Series. + +## 8.6 Profit Distribution Principles + +Each Series shall establish a profit distribution framework based on the following principles: + +### 8.6.1 Balanced Stakeholder Returns + +Profit distribution shall balance the interests of all membership classes, recognizing their different contributions and risks. + +### 8.6.2 Surplus Sharing Formula + +Each Series shall adopt a surplus sharing formula that specifies how profits are divided among the membership classes after covering operating costs and reserves. + +### 8.6.3 Transparent Calculations + +The profit distribution calculations shall be transparent to all Members of the Series and documented in the Series records. + +## 8.7 FairShares Implementation Requirements + +To properly implement the FairShares model, each Series shall: + +* Clearly define the criteria for membership in each class + +* Document the rights, responsibilities, and benefits of each membership class + +* Establish fair and transparent processes for admitting new Members to each class + +* Create appropriate governance mechanisms that give voice to all membership classes + +* Implement accounting systems that track contributions and distributions for each membership class + +* Provide regular reports to Members on the financial and operational performance of the Series + +## 8.8 Customization by Series + +While adhering to the core principles of the FairShares model, each Series may customize the implementation to suit its specific business model, stakeholder relationships, and operational needs. Such customization shall be documented in the Series Designation. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-9.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-9.md new file mode 100644 index 0000000..9b1880b --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-9.md @@ -0,0 +1,111 @@ +# ARTICLE IX - TRANSFERS AND WITHDRAWALS + +## 9.1 Restrictions on Transfer + +### 9.1.1 Company Interest + +The Sole Member shall not transfer all or any portion of their Interest in the Company without the prior written consent of the Board, which consent may be withheld in the Board's sole discretion. + +### 9.1.2 Series Interests + +No Member may transfer all or any portion of their Interest in any Series without the prior written consent of the Series Manager(s), which consent may be withheld in the Series Manager(s)' sole discretion. + +## 9.2 Permitted Transfers + +Notwithstanding Section 9.1, the following transfers may be permitted: + +### 9.2.1 Transfers to Affiliates + +A Member may transfer all or part of their Interest to an Affiliate with the prior written consent of the Series Manager(s), which consent shall not be unreasonably withheld. + +### 9.2.2 Transfers upon Death + +Upon the death of a Member, their Interest may transfer to their estate or designated beneficiaries, subject to the approval of the Series Manager(s) and any applicable restrictions in the Series Designation. + +### 9.2.3 Transfers Pursuant to Court Order + +A transfer of a Member's Interest pursuant to a court order shall be recognized and effective, subject to the transferee's compliance with all terms of this Agreement. + +## 9.3 Conditions to Permitted Transfers + +No transfer of an Interest shall be effective unless all of the following conditions are satisfied: + +* The transferor and transferee execute and deliver to the Company or Series such documents as the Board or Series Manager(s) may require, including written confirmation of the transferee's agreement to be bound by this Agreement + +* The transferor and transferee provide any information requested by the Board or Series Manager(s) to verify the transfer complies with applicable securities laws + +* The transferee pays any reasonable expenses incurred by the Company or Series in connection with the transfer + +* The transfer will not cause the Company or Series to be treated as other than a partnership for federal income tax purposes + +* The transfer will not violate any applicable laws, regulations, or contractual obligations + +## 9.4 Rights of Transferees + +Unless admitted as a Member in accordance with this Agreement, a transferee of an Interest shall have no right to: + +* Participate in the management of the Company or Series business + +* Vote on Company or Series matters + +* Access information or inspect records of the Company or Series + +* Exercise any rights of a Member under this Agreement or the TBOC + +A transferee shall only be entitled to receive the distributions and allocations of profits and losses to which the transferor would have been entitled. + +## 9.5 Admission of Transferees as Members + +A transferee of an Interest shall be admitted as a Member only with the approval of the Board (for Company Interests) or the Series Manager(s) (for Series Interests), which approval may be granted or withheld in their sole discretion. + +## 9.6 Withdrawal of Members + +### 9.6.1 Company Level + +The Sole Member shall not have the right to withdraw from the Company prior to its dissolution and winding up. + +### 9.6.2 Series Level + +Unless otherwise provided in the Series Designation, no Member of a Series shall have the right to withdraw from the Series prior to its dissolution and winding up. + +## 9.7 Involuntary Withdrawal + +A Member shall be deemed to have withdrawn from a Series upon the occurrence of any of the following events: + +* The Member makes an assignment for the benefit of creditors + +* The Member files a voluntary petition in bankruptcy + +* The Member is adjudged bankrupt or insolvent + +* The Member is subject to a court order appointing a receiver for substantially all of their assets + +* In the case of a Member that is an entity, the dissolution and commencement of winding up of the Member + +* In the case of a Member who is an individual, the death or adjudication of incompetency of the Member + +## 9.8 Effect of Withdrawal + +Upon a Member's withdrawal from a Series: + +* The Member's governance rights shall immediately terminate + +* The Member or their estate shall be entitled only to receive the distributions and allocations to which the Member would have been entitled if the withdrawal had not occurred + +* The withdrawal shall not entitle the Member to receive the fair value of their Interest unless otherwise provided in the Series Designation + +## 9.9 Option to Purchase Interest of Withdrawing Member + +Upon a Member's withdrawal from a Series, the Series shall have the option, but not the obligation, to purchase the withdrawing Member's Interest at a price determined by the Series Manager(s) based on the formula specified in the Series Designation. If the Series does not exercise this option, the remaining Members of the Series shall have the option to purchase the withdrawing Member's Interest pro rata according to their respective Interests. + +## 9.10 Right of First Refusal + +If a Member receives a bona fide offer from a third party to purchase all or part of their Interest in a Series, and the Member wishes to accept such offer, the Member shall first offer to sell such Interest to the Series or other Members on the same terms. The Series or other Members shall have 30 days to exercise this right of first refusal. + +## 9.11 Drag-Along Rights + +If the Series Manager(s) approve a sale of all or substantially all of a Series' assets or a transfer of all Interests in a Series to a third party, all Members shall be required to cooperate with such transaction and transfer their Interests on the same terms and conditions as approved by the Series Manager(s). + +## 9.12 Tag-Along Rights + +If any Member proposes to transfer Interests representing more than 50% of the total Interests in a Series to a third party, all other Members shall have the right to participate in such transfer on a pro-rata basis on the same terms and conditions. diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/cover.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/cover.md new file mode 100644 index 0000000..dd9eb82 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/cover.md @@ -0,0 +1,26 @@ +# COMPANY OPERATING AGREEMENT + +## TURNKEY NETWORK SYSTEMS LLC + +### A Texas Series Limited Liability Company + +**Effective Date: March 14, 2025** + +--- + +*This Operating Agreement governs the operations and administration of Turnkey Network Systems LLC, a Texas series limited liability company organized under the Texas Business Organizations Code.* + +--- + +**COMPANY ADDRESS:** +[Insert Company Address] +[City, Texas ZIP] + +**REGISTERED AGENT:** +[Insert Registered Agent Name] +[Insert Registered Agent Address] +[City, Texas ZIP] + +--- + +*All rights reserved. This document contains proprietary and confidential information.* diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/execution-page.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/execution-page.md new file mode 100644 index 0000000..2648f6d --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/execution-page.md @@ -0,0 +1,70 @@ +# EXECUTION PAGE + +**IN WITNESS WHEREOF**, the undersigned have executed this Company Operating Agreement of Turnkey Network Systems LLC, effective as of the 14th day of March, 2025. + +## COMPANY: + +**TURNKEY NETWORK SYSTEMS LLC**, +a Texas series limited liability company + +By: ______________________________ +Name: ___________________________ +Title: ____________________________ +Date: ____________________________ + +## SOLE MEMBER: + +______________________________ +[Sole Member Name] +Date: _________________________ + +## SERIES MANAGERS: + +**KNOWN ELEMENT ENTERPRISES LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +**THE CAMPUS TRADING COMPANY LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +**REDWOOD FAMILY OFFICE GROUP LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +**REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +**WYBLE FAMILY OFFICE GROUP LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +## BOARD OF DIRECTORS: + +______________________________ +[Director Name 1] +Date: _________________________ + +______________________________ +[Director Name 2] +Date: _________________________ + +______________________________ +[Director Name 3] +Date: _________________________ diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/schedule-a.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/schedule-a.md new file mode 100644 index 0000000..ab25157 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/schedule-a.md @@ -0,0 +1,207 @@ +# SCHEDULE A - SERVICE AGREEMENT + +## KNOWN ELEMENT ENTERPRISES LLC +### Operating Series of Turnkey Network Systems LLC + +## 1. SERIES DESIGNATION + +### 1.1 Series Name + +The name of this Series is **Known Element Enterprises LLC**. + +### 1.2 Series Type + +This Series is designated as an **Operating Series** under Article V of the Company Operating Agreement. + +### 1.3 Series Purpose + +Known Element Enterprises LLC is established for the purpose of providing technology consulting services, software development, digital transformation solutions, and related technical services. + +### 1.4 Initial Series Manager + +The initial Series Manager shall be [Series Manager Name]. + +## 2. SERVICES PROVIDED + +### 2.1 Primary Service Areas + +Known Element Enterprises LLC shall provide the following primary services: + +* **Technology Consulting Services** + * Strategic technology planning + * IT infrastructure assessment and design + * Digital transformation roadmapping + * Technology vendor selection and management + * IT security and compliance consulting + +* **Software Development** + * Custom application development + * Mobile application development + * API development and integration + * Database design and implementation + * Legacy system modernization + +* **Managed IT Services** + * Network administration and monitoring + * Cloud infrastructure management + * Cybersecurity services + * Backup and disaster recovery solutions + * Technical support and help desk services + +* **Data Services** + * Data analytics and business intelligence + * Data migration and integration + * Database optimization and management + * Data warehousing solutions + * Big data architecture and implementation + +### 2.2 Service Standards + +All services provided by Known Element Enterprises LLC shall meet the following standards: + +* Adherence to industry best practices +* Compliance with applicable regulations and standards +* Timely delivery according to agreed-upon schedules +* Clear documentation and knowledge transfer +* Regular reporting and communication with clients +* Continuous quality improvement + +## 3. STAFFING AND PERSONNEL + +### 3.1 Staffing Structure + +Known Element Enterprises LLC shall maintain appropriate staffing to deliver its services, including: + +* Technical staff with relevant certifications and expertise +* Project management professionals +* Customer success representatives +* Administrative support personnel + +### 3.2 Contractor Relationships + +The Series may engage independent contractors to supplement its staff capabilities, provided that: + +* All contractors sign appropriate confidentiality and work-for-hire agreements +* Contractors meet the same qualification standards as employees +* Contractor work is supervised by Series staff +* The Series remains fully responsible for all contractor deliverables + +## 4. CLIENT ENGAGEMENT MODEL + +### 4.1 Service Agreements + +Known Element Enterprises LLC shall enter into written service agreements with all clients, which shall include: + +* Detailed scope of services +* Service level agreements +* Fee structure and payment terms +* Term and termination provisions +* Confidentiality and data protection terms +* Intellectual property ownership provisions + +### 4.2 Project Management Methodology + +The Series shall implement a standard project management methodology that includes: + +* Project planning and requirements gathering +* Regular status reporting +* Change management procedures +* Quality assurance processes +* Client acceptance procedures +* Post-implementation review + +## 5. FINANCIAL STRUCTURE + +### 5.1 Revenue Model + +Known Element Enterprises LLC shall generate revenue through: + +* Fixed-fee project engagements +* Hourly consulting services +* Managed service retainers +* Value-based pricing for specific initiatives +* Software licensing and maintenance fees + +### 5.2 FairShares Implementation + +The Series shall implement the FairShares model as follows: + +* **Class A Members** (Founders): Initial capital contributors and strategic leadership +* **Class B Members** (Labor): Technical staff, project managers, and other employees +* **Class C Members** (Users): Key clients who participate in co-creation or provide significant recurring revenue + +### 5.3 Profit Distribution + +After covering operating expenses, reserves, and reinvestment allocations, profits shall be distributed according to the following guidelines: + +* 40% allocated to Class A Members +* 40% allocated to Class B Members +* 20% allocated to Class C Members + +Specific distribution formulas within each class shall be determined by the Series Manager. + +## 6. OPERATIONAL POLICIES + +### 6.1 Intellectual Property + +* All intellectual property created by the Series shall be owned by the Series +* Client-specific deliverables shall be transferred to clients as specified in service agreements +* The Series shall maintain a library of reusable components and frameworks + +### 6.2 Confidentiality + +* All Series Members, employees, and contractors shall sign confidentiality agreements +* Client data shall be protected according to industry best practices +* Information security policies shall be reviewed and updated regularly + +### 6.3 Quality Assurance + +* All deliverables shall undergo appropriate quality assurance testing +* Client feedback shall be systematically collected and addressed +* Performance metrics shall be tracked and reported regularly + +## 7. GOVERNANCE + +### 7.1 Series Management + +The Series Manager shall: + +* Oversee all operations of the Series +* Develop and implement strategic plans +* Approve significant contracts and expenditures +* Manage relationships with key clients and partners +* Report regularly to the Board on Series performance + +### 7.2 Advisory Committee + +The Series shall establish an Advisory Committee composed of: + +* Representatives from Class A Members +* Representatives from Class B Members +* Representatives from Class C Members + +The Advisory Committee shall provide input on strategic direction, service offerings, and major initiatives. + +## 8. SPECIFIC RESTRICTIONS + +The Series shall not: + +* Incur debt exceeding [Amount] without Board approval +* Enter into contracts with a value exceeding [Amount] without Board approval +* Engage in activities outside the scope of its designated purpose +* Issue capital interests to any Member +* Commingle its assets with those of the Company or any other Series + +## 9. TERM AND TERMINATION + +### 9.1 Term + +This Series shall continue in perpetuity unless dissolved in accordance with Article XIV of the Company Operating Agreement. + +### 9.2 Dissolution Events + +In addition to the dissolution events specified in the Company Operating Agreement, this Series may be dissolved upon: + +* The loss of key personnel that substantially impairs the ability of the Series to operate +* Sustained unprofitability over a period of [Timeframe] +* A fundamental change in market conditions that eliminates the viability of the Series' business model \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/schedule-b.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/schedule-b.md new file mode 100644 index 0000000..8088a9a --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/schedule-b.md @@ -0,0 +1,217 @@ +# SCHEDULE B - SERVICE AGREEMENT + +## THE CAMPUS TRADING COMPANY LLC +### Operating Series of Turnkey Network Systems LLC + +## 1. SERIES DESIGNATION + +### 1.1 Series Name + +The name of this Series is **The Campus Trading Company LLC**. + +### 1.2 Series Type + +This Series is designated as an **Operating Series** under Article V of the Company Operating Agreement. + +### 1.3 Series Purpose + +The Campus Trading Company LLC is established for the purpose of providing educational services, training programs, professional development, and related educational resources to individuals and organizations. + +### 1.4 Initial Series Manager + +The initial Series Manager shall be [Series Manager Name]. + +## 2. SERVICES PROVIDED + +### 2.1 Primary Service Areas + +The Campus Trading Company LLC shall provide the following primary services: + +* **Educational Programs** + * Professional certification courses + * Skills-based training programs + * Executive education + * Technical workshops + * Custom corporate training + +* **Content Development** + * Curriculum design and development + * Educational materials creation + * E-learning content development + * Assessment and evaluation tools + * Training documentation + +* **Educational Delivery Platforms** + * Live instructor-led training + * Online self-paced courses + * Hybrid learning experiences + * Virtual classrooms + * Mobile learning applications + +* **Educational Consulting** + * Learning needs assessment + * Training strategy development + * Educational technology integration + * Instructional design consulting + * Learning measurement and analytics + +### 2.2 Service Standards + +All services provided by The Campus Trading Company LLC shall meet the following standards: + +* Evidence-based instructional design +* Learner-centered approaches +* Accessibility for diverse learners +* Current and relevant content +* Engaging and interactive delivery methods +* Measurable learning outcomes + +## 3. STAFFING AND PERSONNEL + +### 3.1 Staffing Structure + +The Campus Trading Company LLC shall maintain appropriate staffing to deliver its services, including: + +* Subject matter experts and instructors +* Instructional designers and curriculum developers +* Learning technology specialists +* Program managers +* Student success coaches +* Administrative support personnel + +### 3.2 Instructor Qualifications + +All instructors and content developers shall: + +* Possess relevant educational credentials +* Demonstrate expertise in their subject area +* Maintain applicable professional certifications +* Receive training in effective instructional methods +* Participate in regular professional development + +## 4. CLIENT ENGAGEMENT MODEL + +### 4.1 Service Agreements + +The Campus Trading Company LLC shall enter into written service agreements with all clients, which shall include: + +* Program objectives and learning outcomes +* Delivery format and schedule +* Participant requirements +* Fee structure and payment terms +* Intellectual property rights +* Evaluation and reporting methods + +### 4.2 Individual Participant Agreements + +For individual program participants, the Series shall implement: + +* Clear enrollment procedures +* Transparent program descriptions +* Explicit tuition and fee disclosures +* Academic policies and procedures +* Student support services + +## 5. FINANCIAL STRUCTURE + +### 5.1 Revenue Model + +The Campus Trading Company LLC shall generate revenue through: + +* Tuition and enrollment fees +* Corporate training contracts +* Licensing of educational content +* Educational consulting services +* Educational materials and resources +* Certification administration fees + +### 5.2 FairShares Implementation + +The Series shall implement the FairShares model as follows: + +* **Class A Members** (Founders): Initial capital contributors and curriculum developers +* **Class B Members** (Labor): Instructors, designers, and operational staff +* **Class C Members** (Users): Key institutional clients and educational partners + +### 5.3 Profit Distribution + +After covering operating expenses, reserves, and reinvestment allocations, profits shall be distributed according to the following guidelines: + +* 35% allocated to Class A Members +* 45% allocated to Class B Members +* 20% allocated to Class C Members + +Specific distribution formulas within each class shall be determined by the Series Manager. + +## 6. OPERATIONAL POLICIES + +### 6.1 Intellectual Property + +* The Series shall own all intellectual property in its curriculum and educational materials +* Instructors shall retain limited rights to their own teaching methods and materials as specified in their agreements +* Clients shall receive licenses to use educational materials as defined in service agreements + +### 6.2 Quality Assurance + +* Regular review and updating of all educational content +* Systematic participant feedback collection and analysis +* Ongoing instructor evaluation and development +* Learning outcome assessment and reporting +* Continuous improvement processes + +### 6.3 Educational Ethics + +The Series shall adhere to the highest ethical standards in education, including: + +* Truthful representation of programs and outcomes +* Fair treatment of all learners +* Protection of student information and data +* Academic integrity in all assessments +* Inclusive and accessible learning environments + +## 7. GOVERNANCE + +### 7.1 Series Management + +The Series Manager shall: + +* Oversee all operations of the Series +* Ensure educational quality and integrity +* Approve new program development +* Manage key institutional relationships +* Report regularly to the Board on Series performance + +### 7.2 Academic Advisory Board + +The Series shall establish an Academic Advisory Board composed of: + +* Subject matter experts from relevant fields +* Educational methodology specialists +* Industry representatives +* Representatives from key institutional clients + +The Academic Advisory Board shall provide guidance on curriculum development, industry trends, and quality standards. + +## 8. SPECIFIC RESTRICTIONS + +The Series shall not: + +* Incur debt exceeding [Amount] without Board approval +* Enter into contracts with a value exceeding [Amount] without Board approval +* Represent itself as an accredited academic institution unless such accreditation is obtained +* Issue capital interests to any Member +* Commingle its assets with those of the Company or any other Series + +## 9. TERM AND TERMINATION + +### 9.1 Term + +This Series shall continue in perpetuity unless dissolved in accordance with Article XIV of the Company Operating Agreement. + +### 9.2 Dissolution Events + +In addition to the dissolution events specified in the Company Operating Agreement, this Series may be dissolved upon: + +* The loss of key instructional staff that substantially impairs the ability of the Series to deliver its programs +* Sustained unprofitability over a period of [Timeframe] +* Significant regulatory changes that make the business model non-viable \ No newline at end of file diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/securities-disclaimer.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/securities-disclaimer.md new file mode 100644 index 0000000..5efe068 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/securities-disclaimer.md @@ -0,0 +1,39 @@ +# SECURITIES EXEMPTION DISCLAIMERS + +## IMPORTANT NOTICES REGARDING SECURITIES LAWS + +### RESTRICTED SECURITIES + +**THE MEMBERSHIP INTERESTS DESCRIBED IN THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH INTERESTS ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.** + +### INVESTMENT REPRESENTATION + +**THE MEMBERSHIP INTERESTS DESCRIBED HEREIN ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH INTERESTS MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (ii) AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.** + +### PRIVATE OFFERING EXEMPTION + +**THE MEMBERSHIP INTERESTS DESCRIBED HEREIN ARE BEING OFFERED PURSUANT TO EXEMPTIONS FROM REGISTRATION PROVIDED BY SECTION 4(a)(2) OF THE SECURITIES ACT, REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OPERATING AGREEMENT.** + +### HIGH RISK INVESTMENT + +**THE MEMBERSHIP INTERESTS DESCRIBED HEREIN INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE ACQUIRED BY ANY PERSON WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. ONLY PERSONS WHO CAN BEAR SUCH RISK SHOULD CONSIDER ACQUIRING THESE INTERESTS.** + +### APPLICABLE EXEMPTIONS + +**THE COMPANY INTENDS TO RELY ON APPLICABLE EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER BOTH FEDERAL AND TEXAS STATE SECURITIES LAWS, INCLUDING BUT NOT LIMITED TO THOSE AVAILABLE UNDER SECTION 4(a)(2) OF THE SECURITIES ACT AND REGULATION D PROMULGATED THEREUNDER, AS WELL AS SECTION 109.4 AND OTHER APPLICABLE PROVISIONS OF THE TEXAS SECURITIES ACT.** + +### RESTRICTIONS ON TRANSFER + +**THE TRANSFERABILITY OF THE MEMBERSHIP INTERESTS DESCRIBED HEREIN IS RESTRICTED BY THE TERMS OF THIS OPERATING AGREEMENT AND BY FEDERAL AND STATE SECURITIES LAWS. ANY TRANSFER THAT FAILS TO COMPLY WITH THE TERMS OF THIS OPERATING AGREEMENT OR APPLICABLE SECURITIES LAWS WILL BE INVALID, NULL AND VOID.** + +### DISCLOSURE OBLIGATIONS + +**THIS OPERATING AGREEMENT DOES NOT CONTAIN, NOR IS IT INTENDED TO CONTAIN, ALL OF THE INFORMATION THAT MAY BE REQUIRED TO EVALUATE AN INVESTMENT IN THE COMPANY. EACH POTENTIAL INVESTOR SHOULD CONDUCT THEIR OWN INVESTIGATION AND ANALYSIS OF THE COMPANY AND THE INFORMATION CONTAINED IN THIS OPERATING AGREEMENT.** + +### LEGAL AND TAX ADVICE + +**POTENTIAL INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OPERATING AGREEMENT AS LEGAL, BUSINESS, OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT THEIR OWN ATTORNEY, BUSINESS ADVISOR, AND TAX ADVISOR AS TO LEGAL, BUSINESS, AND TAX MATTERS CONCERNING THIS INVESTMENT.** + +--- + +*BY EXECUTING THIS OPERATING AGREEMENT, EACH MEMBER ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE DISCLAIMERS AND THAT THEY MEET ALL SUITABILITY STANDARDS IMPOSED BY APPLICABLE FEDERAL AND STATE SECURITIES LAWS.* diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md new file mode 100644 index 0000000..b38a890 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/WybleFamilyOfficeLLC/WybleFamilyOffice-OpAgreement.md @@ -0,0 +1 @@ +# Wyble Family Office LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/sol-calc.comLLC/SolCalcOpAgreement.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/sol-calc.comLLC/SolCalcOpAgreement.md new file mode 100644 index 0000000..3b7fd83 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/sol-calc.comLLC/SolCalcOpAgreement.md @@ -0,0 +1 @@ +# Sol-calc.com LLC diff --git a/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/template-TDCMPSeries/TDCMP-Template.md b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/template-TDCMPSeries/TDCMP-Template.md new file mode 100644 index 0000000..fe2b2a9 --- /dev/null +++ b/content/charters.turnsys.com/input/src/OperatingAgreements/TurnkeyNetworkSystemsLLC/template-TDCMPSeries/TDCMP-Template.md @@ -0,0 +1 @@ +# TDCMP LLC template terms diff --git a/content/charters.turnsys.com/input/src/Policies/CodeOfConduct.md b/content/charters.turnsys.com/input/src/Policies/CodeOfConduct.md new file mode 100644 index 0000000..4f3c7c9 --- /dev/null +++ b/content/charters.turnsys.com/input/src/Policies/CodeOfConduct.md @@ -0,0 +1,78 @@ +# {{ORGANIZATION_NAME}} Code of Conduct + +## Purpose + +The purpose of this Code of Conduct is to establish clear expectations for ethical behavior, professionalism, and integrity for all employees, contractors, and representatives of {{ORGANIZATION_NAME}}. + +## Scope + +This Code applies to everyone within the organization, including employees, contractors, board members, and any third-party affiliates acting on behalf of {{ORGANIZATION_NAME}}. + +## Core Principles + +### Integrity + +- Act honestly and transparently in all business dealings. +- Avoid conflicts of interest and disclose any potential issues promptly. + +### Respect + +- Treat all colleagues, clients, and stakeholders with dignity and respect. +- Foster a culture of inclusivity and collaboration. + +### Accountability + +- Take responsibility for actions and decisions. +- Report any violations of this Code or applicable laws. + +### Compliance + +- Follow all applicable laws, regulations, and company policies. +- Participate in mandatory training sessions to ensure compliance with standards. + +## Workplace Behavior + +### Harassment and Discrimination + +- {{ORGANIZATION_NAME}} maintains a zero-tolerance policy for harassment, discrimination, or bullying of any kind. +- Any behavior that undermines an individual’s dignity will be addressed promptly and appropriately. + +### Professionalism + +- Maintain a professional demeanor in all internal and external interactions. +- Refrain from any conduct that could harm the company’s reputation. + +### Confidentiality + +- Protect sensitive company, client, and employee information. +- Only share confidential information on a need-to-know basis. + +## Cybersecurity + +- Use company-provided devices and resources responsibly. +- Adhere to all cybersecurity policies to safeguard company data. + +## Anti-Corruption + +- Do not offer, accept, or solicit bribes in any form. +- Report any instances of unethical behavior or suspected corruption. + +## Reporting Violations + +- Employees are encouraged to report any violations of this Code to their supervisor, HR, or the compliance officer. +- Reports can be made anonymously where applicable. +- Retaliation against whistleblowers is strictly prohibited. + +## Enforcement + +- Violations of this Code will be investigated promptly and may result in disciplinary actions, including termination of employment. +- Severe violations may be reported to law enforcement authorities. + +## Updates to the Code + +- This Code of Conduct will be reviewed annually to ensure it remains relevant and effective. +- Employees will be notified of any updates or changes. + +--- + +For questions or concerns about this Code, contact the compliance officer at [Contact Information]. diff --git a/content/charters.turnsys.com/input/src/SUMMARY.md b/content/charters.turnsys.com/input/src/SUMMARY.md new file mode 100644 index 0000000..d54c6d7 --- /dev/null +++ b/content/charters.turnsys.com/input/src/SUMMARY.md @@ -0,0 +1,182 @@ +# TSYS Group Governance Book + +# Governance Introduction + +- [Introduction](./Introduction.md) + +# Board managed / Member reviewed & approved Material - Americans For A Better Network Bylaws + +# Board managed / Member reviewed & approved Material - Side Door Group Bylaws + +# Board managed / Member reviewed & approved Material - Side Door Solutions Group Bylaws + +# Board managed / Member reviewed & approved Material - Turnkey Network Systems LLC Operating Agreement + +- [Cover Page](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/cover.md) +- [Securities Exemption Disclaimers](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/securities-disclaimer.md) +- [Article I - Organization](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-1.md) +- [Article II - Definitions](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-2.md) +- [Article III - Purpose and Powers](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-3.md) +- [Article IV - Company Governance](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-4.md) +- [Article V - Series Structure](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-5.md) +- [Article VI - Capital Contributions](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-6.md) +- [Article VII - Allocations and Distributions](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-7.md) +- [Article VIII - FairShares Membership Model](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-8.md) +- [Article IX - Transfers and Withdrawals](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-9.md) +- [Article X - Books, Records and Accounting](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-10.md) +- [Article XI - Electronic Governance](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-11.md) +- [Article XII - Sociocracy Principles](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-12.md) +- [Article XIII - Indemnification](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-13.md) +- [Article XIV - Dissolution and Termination](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-14.md) +- [Article XV - Amendment](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-15.md) +- [Article XVI - Miscellaneous Provisions](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/article-16.md) +- [Schedule A - Service Agreement: Known Element Enterprises LLC](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/schedule-a.md) +- [Schedule B - Service Agreement: The Campus Trading Company LLC](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/schedule-b.md) +- [Execution Page](./OperatingAgreements/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement/execution-page.md) + +# Board managed / Member reviewed & approved Material - Wyble Family Office Founding Collection Group (Parent) (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Wyble Family Office Founding Collection Group (Child) (series) (template) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Known Element Enterprises Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - TheCampusTradingCompany.com Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Redwood Springs Capital Partners Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Redwood Springs Capital Partners Group - Management Company (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Redwood Springs Capital Partners Group - General Partner Company (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Redwood Family Office Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - EzEDA.org Support and Custom Development Services Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - EzPodStack.org Support and Custom Development Services Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - YourDreamNameHere.com Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - MerchantsOfHope.org Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - TeamRental.net Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Sol-calc.com Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - ThePeerNet.com Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - StartingLineProductions.com Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - RackRental.net Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - High Flight Networks Operating Company Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - High Flight Networks Finance Company Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Ap4Ap.org Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - MeetMorse.com Group (series)LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Suborbital-Sustems.net Group (series) LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Suborbital Systems Development Company LLC Operating Agreement +# Board managed / Member reviewed & approved Material - RackRental.net Operating Company LLC Operating Agreement +# Board managed / Member reviewed & approved Material - Turnkey Network Systems LLC Child series operating agreement - operating series (template) +# Board managed / Member reviewed & approved Material - Turnkey Network Systems LLC Child series operating agreement - tdcmps series (template) +# Board managed / Member reviewed & approved Material - Turnkey Network Systems LLC Child series operating agreement - cell series (template) + +# Board managed & reviewed & approved Material Americans For A Better Network INC Board Charter +# Board managed & reviewed & approved Material Americans For A Better Network INC Board Committee(s) Charter(s) +# Board managed & reviewed & approved Material Side Door Group INC Board Charter +# Board managed & reviewed & approved Material Side Door Group INC Board Charter Board Committee(s) Charter(s) +# Board managed & reviewed & approved Material Side Door Solutions Group Political Action Committee INC Board Charter +# Board managed & reviewed & approved Material Side Door Solutions Group Political Action Committee INC BBoard Committee(s) Charter + +# Board managed & reviewed & approved Material - Turnkey Network Systems LLC Board Charter + +# Board managed & reviewed & approved Material - Turnkey Network Systems LLC - Audit Committee Charter + +# Board managed & reviewed & approved Material - Turnkey Network Systems LLC - Company Committee Charter + +# Board managed & reviewed & approved Material - Turnkey Network Systems LLC - Supporting TSYS Group Non Profit Companies Committee Charter + +# Board managed & reviewed & approved Material - Turnkey Network Systems LLC - HFNOC/HFNFC Oversight Committee + +# Board managed & reviewed & approved Material - Turnkey Network Systems LLC - RWSCP Group LLC Oversight Committee + +# Board managed & reviewed & approved Material - Redwood Springs Capital Partners LLC - Board Charter +# Board managed & reviewed & approved Material - Redwood Springs Capital Partners LLC - Standing Board Committees Charters (clone for each committee) +# Board managed & reviewed & approved Material - Redwood Springs Capital Partners LLC - Investment Committee Charter + + +# Management / Member / Board managed & reviewed & approved material - Joint Venture Proposal + +- [Joint Venture Introduction](./JointVenture/Introduction.md) +- [TSYS Group Components In Scope](./JointVenture/ComponentsInScope.md) +- [TSYS Group Components Not In Scope](./JointVenture/ComponentsNotInScope.md) +- [Party1](./JointVenture/Party1-Details.md) +- [Party2](./JointVenture/Party2-Details.md) +- [TSYS Group](./JointVenture/TSYSGroup.md) +- [Known Element Enterprises](./JointVenture/KNEL.md) +- [Americans For A Better Network./JointVenture/ Side Door (Solutions) Group](./JointVenture/AFABNAndSDSG.md) +- [EzEDA.org](./JointVenture/FLO-EzEDA.md) +- [EzPodStack.org](./JointVenture/FLO-EzPodStack.md) +- [Redwood Springs Capital Partners](./JointVenture/RWSCP.md) +- [Redwood Group Family Office](./JointVenture/RWGFO.md) +- [RackRental.net Operating Company](./JointVenture/RackRental.md) +- [The Campus Trading Company](./JointVenture/TheCampusTradingCompany.md) +- [Suborbital Systems](./JointVenture/SuborbitalSystems.md) +- [MeetMorse](./JointVenture/MeetMorse.md) +- [High Flight Networks Operating Company](./JointVenture/HFNOC.md) +- [High Flight Networks Finance Company](./JointVenture/HFNFC.md) +- [Ap4Ap](./JointVenture/AP4AP.md) +- [MerchantsOfHope](./JointVenture/MerchantsOfHope.md) +- [TeamRental](./JointVenture/TeamRental.md) +- [sol-calc](./JointVenture/Sol-Calc.md) +- [The Peer Podcast Network](./JointVenture/ThePeerNet.md) + +# Management / Member / Board managed & reviewed & approved material - Known Element Enterprises Group LLC series service contract template + +# Management / Member / Board managed & reviewed & approved material - The Campus Trading Company Group LLC series service contract template + +# Management / Member / Board managed & reviewed & approved material - Redwood Family Office Group LLC series service contract template + +# (RWSCP Cell scoped) Management / Member / (Cell) Board managed & reviewed & approved material - Redwood Springs Capital Partners Group Fund LLC subscription agreement template + +# (RROC LLC scoped) Manageement / Member / Board managed & reviewed & approved material - RackRental.net Operating Company LLC franchise agreement template + +# Management / Member managed & reviewed & approved material - Code of Conduct Policy +# Management / Member managed & reviewed & approved material - Disciplinary Action Policy +# Management / Member managed & reviewed & approved material - Diversity Inclusion Equality Policy +# Management / Member managed & reviewed & approved material - Regulatory Compliance Policy +# Management / Member managed & reviewed & approved material - Anti Harassment Policy +# Management / Member managed & reviewed & approved material - Anti Retaliation Policy +# Management / Member managed & reviewed & approved material - Legal Compliance Policy +# Management / Member managed & reviewed & approved material - Distributed / async / remote always work Policy +# Management / Member managed & reviewed & approved material - Data Protection Policy +# Management / Member managed & reviewed & approved material - Confidentiality Policy +# Management / Member managed & reviewed & approved material - Social Media Policy +# Management / Member managed & reviewed & approved material - Media Inquiries Policy +# Management / Member managed & reviewed & approved material - Health and safety Policy +# Management / Member managed & reviewed & approved material - Anti Conflict of Interest Policy +# Management / Member managed & reviewed & approved material - Cyber Security Policy +# Management / Member managed & reviewed & approved material - Know Your Customer (KYC) Policy +# Management / Member managed & reviewed & approved material - Anti Money Laundering (AML) Policy +# Management / Member managed & reviewed & approved material - Anti Fraud Waste And Abuse Policy + +# Member/Management Material - TSYS Group Handbook + +- [Preface](./Handbook/culture/Preface.md) +- [How to use this book](./Handbook/culture/HowToUseThisBook.md) +- [FAQ](./Handbook/FAQ.md) + +# Part 1 : Welcome to TSYS Group + +- [Your First Day](./Handbook/./culture/YourFirstDay.md) +- [TSYS Group Facts That Matter](./Handbook/culture/TSYSGroupFactsThatMatter.md) +- [Welcome to Flatland](./Handbook/culture/WelcomeToFlatland.md) + +# Part 2 : Settling In + +- [Your First Week](./Handbook/culture/YourFirstWeek.md) +- [Teams, Hours, and the Office](./Handbook/culture/Org.md) +- [Risks](./Handbook/culture/Risks.md) + +# Part 3: Choose Your Own Adventure + +- [Your First Month](./Handbook/culture/YourFirstMonth.md) + +# Part 4: TSYS Group Is A Work In Progress + +- [TSYS Group GrowthAndChange](./Handbook/culture/TheoryOfRecruitmentAndOnboarding.md) + +# Part 5: Functional Area: Chief Operations Officer + +# Part 5.1: Functional Area: SVP Technology Operations + +# Part 6: Functional Area: Chief Commons Officer + +# Part 7: Functional Area: Chief Technology And Product Officer + +# Part 7.1: Functional Area: SVP Marketing + +# Part 7.2: Funtional Area: SVP Revenue + +# Part 7.3: Funtional Area: SVP Engineering diff --git a/content/charters.turnsys.com/input/src/stub.md b/content/charters.turnsys.com/input/src/stub.md new file mode 100644 index 0000000..b0242ff --- /dev/null +++ b/content/charters.turnsys.com/input/src/stub.md @@ -0,0 +1,3 @@ +# Stub + +Stub content, will be replaced by 03/31/2025 \ No newline at end of file diff --git a/content/charters.turnsys.com/output/.gitkeep b/content/charters.turnsys.com/output/.gitkeep new file mode 100644 index 0000000..e69de29 diff --git a/content/charters.turnsys.com/output/pdf/.gitkeep b/content/charters.turnsys.com/output/pdf/.gitkeep new file mode 100644 index 0000000..e69de29 diff --git a/content/charters.turnsys.com/pages/01.home/default.md b/content/charters.turnsys.com/pages/01.home/default.md new file mode 100644 index 0000000..e5e246d --- /dev/null +++ b/content/charters.turnsys.com/pages/01.home/default.md @@ -0,0 +1,15 @@ +--- +title: 'TSYS Group Governance Book' +menu: 'TSYS Group Governance Book' +--- + +# TSYS Group Governance Book + +Welcome to the TSYS Group Governance book. + +This book serves as the definitive collection of all governing documents for all TSYS Group Components. + +You may find the git repository for the development of these charters and policies here: + + + diff --git a/content/charters.turnsys.com/pages/02.Bylaws.AFABN.AFABN-Bylaws/default.md b/content/charters.turnsys.com/pages/02.Bylaws.AFABN.AFABN-Bylaws/default.md new file mode 100644 index 0000000..36bda95 --- /dev/null +++ b/content/charters.turnsys.com/pages/02.Bylaws.AFABN.AFABN-Bylaws/default.md @@ -0,0 +1,6 @@ +--- +title: 'AFABN-Bylaws' +menu: 'AFABN-Bylaws' +--- + +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/03.Bylaws.SDG.SDG-Bylaws/default.md b/content/charters.turnsys.com/pages/03.Bylaws.SDG.SDG-Bylaws/default.md new file mode 100644 index 0000000..b5c04f2 --- /dev/null +++ b/content/charters.turnsys.com/pages/03.Bylaws.SDG.SDG-Bylaws/default.md @@ -0,0 +1,6 @@ +--- +title: 'SDG-Bylaws' +menu: 'SDG-Bylaws' +--- + +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/04.Bylaws.SDSG.SDSG-Bylaws/default.md b/content/charters.turnsys.com/pages/04.Bylaws.SDSG.SDSG-Bylaws/default.md new file mode 100644 index 0000000..9022f2e --- /dev/null +++ b/content/charters.turnsys.com/pages/04.Bylaws.SDSG.SDSG-Bylaws/default.md @@ -0,0 +1,6 @@ +--- +title: 'SDSG-Bylaws' +menu: 'SDSG-Bylaws' +--- + +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/05.Handbook.Board.BoardOfDirectorsManual/default.md b/content/charters.turnsys.com/pages/05.Handbook.Board.BoardOfDirectorsManual/default.md new file mode 100644 index 0000000..00474b9 --- /dev/null +++ b/content/charters.turnsys.com/pages/05.Handbook.Board.BoardOfDirectorsManual/default.md @@ -0,0 +1,534 @@ +--- +title: 'Introduction' +menu: 'Introduction' +--- + + +# Introduction + +As part of a shared commitment to good corporate governance, the Board of Directors (“Board”) +and Management of TSYS Group (the “Group”) have adopted these shared principles to promote +effective governance by: + +* Board of Directors as a whole +* Board committees +* Management of the Group entities + +The guidelines do not purport to be all encompassing. + +Rather they are designed with the Group’s: + +* current business operations +* diverse ownership +* all stakeholders +* unique combination of non profit/for profit/registered investment company components + +in mind and will continue to evolve with changing circumstances. + +These Guidelines have been adopted and approved by the: + +* Board of Directors +* Management of the Group entities +* members of the Group entities + + The + +* BoD Manual (this document) +* Bylaws +* Operating Agreements + +serve as the framework for the governance of the Group. + +# Organizational Documents And Information of TSYS Group + +## Articles of Incorporation and Certificates of Formation + +The TSYS Group (the "Group") consists of a number of entities. + +ERPNext contains the complete entity chart, and each entity has it's state and federal formation documents attached to the entity in ERPNext. + +## Operating Agreement and By-Laws of the TSYS Group (TSG) + +The TSYS Group entities have adopted Operting Agreements (for the LLCs) and By-Laws (for the corporations) that provide governance guidelines for that +Group Entity. The Operating Agreement and By-Laws may reference the committee charter for the Board committee that oversees them. Those charters can be +found later in this manual. + +The current By-Laws and Operating Agreements (minus capital tables for the For Profit entities) are availble at https://governance.turnsys.com . +You may also refer to https://git.turnsys.com/explore/repos for history or in progress work on the governing documents. + +## IRS Documents + +The TSYS Group consists of some non profit entities. Information regarding that can be found in ERPNext with the entity attachments. + +## Financial Records + +All financial records belonging to TSYS Group are open for inspection by the Board of Directors at reasonable times upon request to the +Group entities CEO/CFO. + +## Fiscal Year + +The fiscal year for the TSYS Group is January 1st to December 31st. + +# Director Qualifications + +The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, backgrounds and relationships useful to the Group’s mission. In choosing directors, the Group seeks individuals who have very high integrity, business savvy, stakeholder orientation and a genuine interest in the Group. + +Members of the Board should have: + +* the highest level of professional, business and personal integrity, ethics and values +* willingness and ability to devote the time necessary to carry out the duties and responsibilities of Board membership +* a desire to ensure that the Group operations and financial reporting are effected in a transparent manner and in compliance with + applicable laws, rules, and regulations +* a dedication to the representation of the best interests of the Group and all of it's stakeholders. +* expertise that is useful to the Group and complementary to the background and expertise of the other members of the Board; + +# Director Responsibilities + +The basic responsibility of the directors is to exercise their best judgment to act in what they reasonably believe to be in the +best interests of the Group and its stakeholders, and to conduct themselves in accordance with their duties of care and loyalty. + +## Confidentiality + +The proceedings and deliberations of the Board and its committees are confidential. Each Director has a fiduciary obligation to maintain the +confidentiality of information received in connection with his or her service as a Director. + +## Participation in Meetings + +Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed to carry out +their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities. + +Each Director should be sufficiently familiar with the business of the Group, including its assets, liabilities, capital structure, risks and +the competition it faces, to ensure active and effective participation in the deliberations of the Board and each committee on which he or she +serves. + +Directors should also study the materials provided by Management and advisors in advance of the meetings of the Board and its committees and should +arrive prepared to discuss the issues presented. + +## Service on Other Boards + +The Board does not have a policy limiting the number of other boards of directors upon which a Director may sit; provided, however, that sitting on +another company’s board of directors should not create a conflict of interest or impair the Director’s ability to devote sufficient time to carry out his or her +duties as a Director of the Group. + +All Directors should consult with the Executive, Governance and Nominating Committee prior to joining the board of another entity. + +The Executive, Governance, and Nominating Committee will periodically review all Directors’ outside board memberships. + +An Independent Director will advise the Executive, Governance and Nominating Committee before accepting a position on the board, or as an officer +of any other entity. + +In undertaking a new board or officer position with any other entity, each Independent Director should be guided by the principle that +the position should not: + +* present a conflict for the Group or the Independent Director +* interfere with the Director’s availability and services for the Group + +Directors who experience a material change in their job responsibility shall offer to resign from the Board. The Executive, Governance and +Nominating Committee, after reviewing the appropriateness of continued Board service under these circumstances, and with input from the +Group Chief Executive Officers, will recommend whether the Board should accept such resignation. + +# Voting for Directors + +Please refer to the committee charters for specific instructions on elections to those committees , director terms, election, removal etc +and also Operating Agreement or Bylaws as referenced in the committee charters. What follows are general guidelines. + +Any nominee for director in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors +to be elected) who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, promptly following +certification of the stakeholder vote, offer his or her resignation to the Board for consideration in accordance with the following procedures. + +All of these procedures shall be completed within 30 days following certification of the stakeholder vote. + +The Qualified Independent Directors (as defined below) shall evaluate the best interest of the Group and its stakeholders +and shall decide on behalf of the Board the action to be taken with respect to such offered resignation, which can include: + +* accepting the resignation +* rejecting the resignation +* maintaining the director but addressing what the Qualified Independent Directors believe to be the underlying cause of the withhold votes in close + consultation with the stakeholders +* resolving that the director will not be re-nominated in the future for election + +In reaching their decision, the Qualified Independent Directors shall consider all factors they deem relevant, including: + +* any stated reasons why stakeholders withheld votes from such director +* any alternatives for curing the underlying cause of the withheld votes +* the director’s tenure +* the director’s qualifications +* the director’s past and expected future contributions to the Group +* the overall composition of the Board, including whether accepting the resignation would cause the Group to fail to meet any applicable requirements + +Following the Board’s determination, the Group shall promptly disclose publicly (through the Board Secretary) the Board’s decision of whether or +not to accept the resignation offer. + +The disclosure shall also include an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the offered resignation. + +A director who is required to offer his or her resignation in accordance with this Section shall not be present during the deliberations or voting whether +to accept his or her resignation or, except as otherwise provided below, a resignation offered by any other director in accordance with this Section. + +Prior to voting, the Qualified Independent Directors will afford the affected director an opportunity to provide any information or statement that he or she deems relevant. + +For purposes of this Section, the term “Qualified Independent Directors” means: + +(a) All directors who (1) are independent directors (as defined in accordance with the NYSE Corporate Governance Rules) and (2) are not required to +offer their resignation in accordance with this Section. + +(b) If there are fewer than three independent directors then serving on the Board who are not required to offer their resignations in accordance with this +Section, then the Qualified Independent Directors shall mean all of the independent directors and each independent director who is required to offer +his or her resignation in accordance with this Section shall recuse himself or herself from the deliberations and voting only with respect to his or her +individual offer to resign. + +The foregoing procedures will be summarized and disclosed each year in the Annual Report for the Group’s annual meeting of stakeholders. + +# Composition of the Board + +![](../charts/BoD.png) + +## Board Permament Committees + +The Board has six permament committees: + +![](../charts/committees.png) + +### Group wide oversight + +* Audit Committee + +![](../charts/audit-committee.png) + +* Executive, Governance, and Nominating Committee + +![](../charts/exec-committee.png) + +### Group component oversight + +* ForProfit Committee + +![](../charts/ForProfit.png) + + +* NonProfit Committee + +![](../charts/NonProfit.png) + +* HFNOC Committee + +![](../charts/hfnoc-committee.png) + +* Redwood Committee + +![](../charts/Redwood.png) + +You may find the respective charters of the committees later in this manual. + +The Board may, from time to time, establish and maintain additional or different committees, as it deems necessary or appropriate. + +# Functions of the Board + +The Board has a duty to oversee the affairs of the Group. In addition to its general oversight of management, the Board also performs a number of specific functions to include the following, which will be discharged either directly by the entire Board , management or through appropriate committees: + +* Selecting, supporting, and evaluating the Chief Executive Officer of Group entities +* Overseeing succession planning of the Group entities +* Providing counsel and oversight on the selection, evaluation, development and compensation of senior management across the Group entities +* Reviewing, evaluating and, approving, the Group entities major strategies, long-term plans, annual operating plans and budgets +* Overseeing Group performance against broad financial/mission objectives +* Overseeing the Group’s risk policies and procedures (including market, credit and operational risks), assessing major risks facing the Group and + reviewing options for their mitigation +* Providing advice and counsel to the Chief Executive Officers and other senior management +* Overseeing the integrity of the Group's financial reporting process and the adequacy of accounting, IT, financial and internal controls +* Evaluating the overall effectiveness of the Board and its committees, as well as evaluating and recommending appropriate candidates for election as Directors + +## Board Interaction with Customers, Community Members, Press, Etc. + +The Board believes that Management speaks for the Group. Individual Board members may, from time to time, meet or otherwise communicate with various +constituencies that are involved with the Group, but it is expected that Board members would do this with the knowledge of management and, in most cases, +only at the request of Management. + +If someone from the press contacts you, politely decline their contact and ask them to utilize the contact channels provided on the Group entity websites. + +## Role of the Board and management + +The roles of the Board and Management are related, but distinct. + +Management proposes the Group’s strategy and revises the strategy after the Board’s input before presenting a final strategy for Board approval. + +Management then implements the Group’s strategy in the day-to-day operation of its business, reporting regularly to the Board or +its Committees on significant events, issues and risks which may materially affect the Group’s financial performance or the achievement of its strategic goals and mission objectives. + +The Board is elected as specified in the Group entity governing documents to oversee the long-term health and the overall success of the Group mission. + +In discharging that obligation, the Directors recognize that the long-term interests of the Group are advanced by thoughtfully and responsibly addressing the concerns of all stakeholders and interested parties including: + +* employees +* members +* customers +* suppliers +* government officials +* the public at large + + +## Terms and term limits +The Board does not believe that it is in the best interests of the Group to establish term limits for directors at this time. +Additionally, such term limits may cause the Group to lose the contribution of directors who have been able to develop, +over a period of time, increasing insight into the Group's business and therefore can provide an increasingly significant +contribution to the Board. + +The Board does not have limits on the number of terms a director may serve. + +The Executive, Governance and Nominating Committee is responsible for nominating directors for election or reelection. + +The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection. + +## Size of Board + +The size of the Board should facilitate substantive discussions of the whole Board in which each Director can participate meaningfully. + +The component governing documents and applicable law permit the Board to change its size to not less than three Directors. + +The Board will periodically review its size as appropriate and make recommendations to the Stakeholders for any needed changes. + +## Director Independence + +All directors serving on the ForProfit commitee must not be members of the entities the committe oversees. + +A 2/3 majority of the Directors serving on the NonProfit committee must be Independent , non executive directors. + +To the extent necessary for Redwood Springs Capital Partners and affilliated entities to satisfy Section 15(f) of the 1940 Act or any other +applicable requirement, +At least 2/3 of Directors on the Redwood Committee shall be persons who are not interested persons of the Group within the meaning of Section +2(a)(19) of the 1940 Act. + +## Director Access to Management and Advisors + +All Directors are invited to contact the Chief Executive Officer of any Group entity at any time to discuss any aspect of the Group’s business. + +The Board expects that there will be frequent opportunities for Directors to meet with the Chief Executive Officer and other members of Management, +either in Board and committee meetings, or in informal events organized by the Chief Executive Officer. + +In connection with the performance of their responsibilities, the Board will seek appropriate access to members of senior management and should use +sound judgment to be sure that contacts with Mmembers of Management are not distracting to the business operations of the Group. + +# Board Meetings + +Regular meetings of the Board shall be held quarterly. Special meetings shall be held at other times as the Board may determine is appropriate. + +The Chair of the Board is responsible for establishing the agenda for each Board meeting. + +Each director is free to suggest items for inclusion on the agenda. + +At least once a year, the Board reviews the Group’s long-term plans and the principal issues that the Group will face in the future. + +At least once a year, The Board reviews the Group entities Business Plans , budgets and strategies and quarterly reviews Group entity business plans +and strategies and progress against them. + +## Meeting Schedule and Agenda + +The Chair of the Board will establish a quarterly and annual schedule of Board meetings. + +Special Board meetings may be called at any time. + +The Chair of the Board will develop the agenda for each meeting. Any Director may place an item on the Board agenda at any time. + +The Chair of each committee, in consultation with the committee members and the appropriate members of Management, will establish a +schedule of monthly committee meetings. Special committee meetings may be called at any time in the manner set forth in the committee Charters. + +The Chair of each committee, in consultation with the appropriate members of Management, will develop the agenda for each committee meeting. +Any Director may place an item on the agenda of any committee at any time. + + +## Private Sessions + +Directors may meet in regularly scheduled private session (i.e., without stakeholders or members of management) to properly discharge their +responsibilities, foster relationships among Directors or any other reason. The Chair of the Board will establish a schedule of these meetings. + +The attendees at a private session may invite others (as appropriate) to participate in all or part of their meetings, including outside advisors +or members of management. These private sessions may be called at the request of any Director, in addition to the regularly scheduled sessions. + +Formal deliberations or decisions concerning the business and affairs of the Group shall occur only during regular or special meetings of the +Board, with stakeholders present, and not at Private Sessions. + +The independent directors also shall meet in a separate private session consisting solely of independent directors at least once a year. + +# Management Succession + +Assuring that the Group components have the appropriate successor to their current Chief Executive Officer in the event of their death or +disability is one of the Board’s primary responsibilities. + +The Group does not anticipate that the Chief Executive Officers of the Group entities will retire other than due to disability. + +The Chief Executive Officer of the Group entities, reports annually to the Board on executive management succession planning and makes available, +on a continuing basis, their recommendation on succession in the event they were disabled. + +The Board shall regularly review succession planning across the Group and the strengths and weaknesses of certain individuals currently employed by the +Group entities who could succeed the Chief Executive Officer of the Group entities in the event of their death or disability. + +# Annual Performance Evaluation + +The Executive, Governance and Nominating Committee conducts an annual evaluation to determine whether the Board and its committees are +functioning effectively and reports its conclusions to the Board , management and outside stakeholders. The report is public. + +Each of the + +* Audit Committee +* Executive, Governance, and Nominating Committee + +separately conducts an annual self evaluation of its performance relative to the requirements of its Charter and reports its conclusions to the Board, +management and outside stakeholders. The report is public. + +The Board and committee performance is reviewed (at least) annually by the Group Entities management and stakeholders. The report is private. + +# Public Disclosure of Corporate Governance Policies + +The Group posts on its website copies of the current adopted version of : + +* this manual (which includes committee charters, Code of Business Conduct and Ethics) +* HFNOC Operating Agreement +* Redwood Operating Agreement (without capital table) +* For Profit Operating Agreement (without capital table) +* Non Profit Bylaws +* the Group's Annual Report +* Group Information Security Policy + +on its governance website at https://governance.turnsys.com + +# Technology and Information Security + +By definition a Director has access to information that could cause serious problems if it were to leave the Group. Therefore, Directors must +follow Group Information Security policies. + +It is the Board's responsibility to oversee the protection of Group intellectual property in it's possession, including +data, information and systems from theft, carelessness, misuse, unauthorized access and vulnerability to cyber attack. + +Directors will obtain and maintain appropriate security procedures specified by Group management. + +These include cryptographic certificates, two-factor authentication, passwords and any other items the Group management deems necessary. + +The Group’s systems and devices are Group property. As such and to the extent allowed by applicable law, +Group Manaement reserves the right to monitor their use. + +# Director and officer liability insurance + +The Group does not purchase directors and officers liability insurance for its directors or officers. + + +# Gifts, entertainment & hospitality policy and avoiding conflicts of interest + +## Conflict Of Interest +A conflict of interest arises when personal interests or divided loyalties interfere with our ability to make sound, +objective business decisions on behalf of the Group. To avoid potential conflicts or the perception of a conflict: + +* Be truthful in all statements submitted to the Group +* Do not improperly use Group property, information or position for personal gain +* Refrain at all times from self-dealing, such as steering group business or opportunities to benefit you or your family members +* Use care in dealings between the Group and financial institutions. If you are involved in anyway in the relationship between the + Group and a financial institution, you must be sure not to improperly benefit from that relationship because of your position + on the Board. If you are unsure about a particular benefit being offered, you should refrain from accepting the benefit. +* Do not conduct non-Group business in such a manner as to mislead others into believing that you are representing the Group. +You must be alert to any actual or potential conflicts of interest, or any situations that might be perceived to be a conflict, +and immediately disclose such conflicts to an appropriate representative in Management. + +## Gifts + +Ensure gifts, entertainment and hospitality are appropriate Bona fide business gifts and +entertainment can be appropriate and instrumental in cementing good relationships with our +business partners. + +Never allow gifts and hospitality to place you or the Group in a situation where your +objective judgment or compliance with the law might be questioned. + +Do not provide or accept gifts or hospitality unless they have a business purpose and are +clearly appropriate in the context of a reasonable business relationship. + +## Never solicit gifts or hospitality + +Refuse or return any gift, even a minor one, which appears to be given for the purpose of or +with an expectation of reward or influence. + +Be particularly aware of the cultural significance of particular gifts in many locations in which the Group does business. + +Clearly document all Group related expenses in accordance with relevant policies and procedures. + +Before giving or receiving a gift or incurring an entertainment expense, be sure to consult any policies that may apply. + +Remember, you are responsible for exercising sound judgment when incurring expenses, even if the expenses +fall within defined policy limits. + +# Discussion of legal matters +Speaking about Group legal matters to others, even to family members or fellow Group associates, may jeopardize the attorney-client privilege that protects +the confidentiality of such matters, possibly resulting in the loss of the Group’s right to keep communications with its lawyers confidential from adversaries. + +This is a very serious breach, and should be avoided under all circumstances. + +Therefore, if a Group lawyer, whether employed by the Group or by an outside law firm, discusses any Group legal matters with you, +you may not speak about or tell anyone what was discussed without prior approval of the lawyers who are handling the matter. + +These restrictions do not prohibit you from reporting any honest concern you may have of a violation of law to an appropriate government entity, +as long as you do not disclose information revealed to you by, in the presence of, or in communication with, a Group attorney, as such information +is covered by the attorney-client privilege. + +You must be truthful and accurate when dealing with government entities or officials. + +Generally speaking, if you have information that may be relevant to a Group legal matter, you should not discuss the information with any one other than +a lawyer, even if you do not consider the information confidential. + +Aside from the privilege issues, repeating information to others can easily create confusion and turn otherwise, uninvolved people into witnesses. + +# Insider Trading Policy + +## Do not disclose or trade on inside information +Insider trading, defined as (i) buying or selling, or causing someone else to buy or sell, securities while in possession of material, non-public information +relating to the Group whose securities are being traded, (ii) disclosing or “tipping” material, non-public information to others or recommending +the purchase or sale of securities on the basis of such information, or (iii) assisting someone who is engaged in such activities, is prohibited. + +Insider trading applies to trading in the securities of not just units of the TSYS Group, but of any company. + +Criminal prosecutions for insider trading are commonplace and may result in fines and/or imprisonment. + +Any Director or Officer who comes into possession of material, non-public information about the TSYS Group or another company must refrain from trading in +that company’s securities until the information has been adequately disseminated to the public. + +If a Director or Officer has any doubt about whether or not certain information is non-public or material, he or she should refrain from trading, +disclosing, or tipping the information. + +## Restrictions on your immediate family and household + +Insider trading restrictions apply to your family members and others living in your household. You are expected to be responsible for the compliance +of members of your immediate family or household. + +# Political Activities + +Directors are welcome to engage as individuals in the political process in any way allowable by law, including but not limited to donating +money to the candidates of their choice and volunteering on campaigns. + +Directors may contact their elected representatives for any personal reason. It should always be clear to outside observers that these are personal +actions and not actions taken on behalf of TSYS Group or its affiliates. + +It should always be abundantly clear to outside observers that these are your personal actions and not actions taken on behalf of the Group. Never +convey the impression that you speak for the TSYS Group or any of its components in any way when you engage in personal political activities. + +Observe all laws governing gifts to government officials, which may include party officials, candidates for political office, as well as elected officials. + +## Contributing Group assets + +Do not contribute, loan, donate, reimburse or otherwise provide any corporate money, services, products or facilities to any political party, +candidate, or political committee, in any circumstance, ever. + +Always keep in mind that “contribution” is defined broadly, and does not necessarily mean money. It may, under some circumstances, even include the +use of Group email to solicit donations or support. + +## Lobbying +Do not engage in lobbying activities on behalf of the Group with respect to any governmental entity in the United States – federal, state or local. + +Do not engage in lobbying activities on behalf of the Group with respect to any non-U.S. government. + +TSYS Group conducts all political contributons and lobying soley through a dedicated, independently supervised, heavily regulated, component. +All other lobbying or contributions from TSYS Group are expressely forbidden. + +## Seeking public office +If you wish to seek or accept elected or appointed public office (including local council and government positions) while working at the TSYS Group +or any of its companies, you must first seek the authorization of the TSYS Board. + + +# Periodic Review of These Guidelines + +These Guidelines will be reviewed annually by the Executive, Governance And Nominating Committee and may be amended by the Board from time to time. + + diff --git a/content/charters.turnsys.com/pages/06.Handbook.Board.Charters.Audit-Committee-Charter/default.md b/content/charters.turnsys.com/pages/06.Handbook.Board.Charters.Audit-Committee-Charter/default.md new file mode 100644 index 0000000..3c1edcd --- /dev/null +++ b/content/charters.turnsys.com/pages/06.Handbook.Board.Charters.Audit-Committee-Charter/default.md @@ -0,0 +1,6 @@ +--- +title: 'Audit Committee Charter' +menu: 'Audit Committee Charter' +--- + +# Audit Committee Charter diff --git a/content/charters.turnsys.com/pages/07.Handbook.Board.Charters.Audit-Committee-Charter-toDiff/default.md b/content/charters.turnsys.com/pages/07.Handbook.Board.Charters.Audit-Committee-Charter-toDiff/default.md new file mode 100644 index 0000000..4f55d06 --- /dev/null +++ b/content/charters.turnsys.com/pages/07.Handbook.Board.Charters.Audit-Committee-Charter-toDiff/default.md @@ -0,0 +1,229 @@ +--- +title: 'Audit Committee Charter' +menu: 'Audit Committee Charter' +--- + + +# 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/content/charters.turnsys.com/pages/08.Handbook.Board.Charters.Executive-Governance-Nominating-Committee-Charter/default.md b/content/charters.turnsys.com/pages/08.Handbook.Board.Charters.Executive-Governance-Nominating-Committee-Charter/default.md new file mode 100644 index 0000000..36b609e --- /dev/null +++ b/content/charters.turnsys.com/pages/08.Handbook.Board.Charters.Executive-Governance-Nominating-Committee-Charter/default.md @@ -0,0 +1,103 @@ +--- +title: 'Executve, Governance and Nominating Committee Charter' +menu: 'Executve, Governance and Nominating Committee Charter' +--- + + +# Executve, Governance and Nominating Committee Charter + +## Role + +The role of the Executive, Goverance and Nominating Committee (the “Committee”) of TSYS Group is to assist the Board of Directors (the “Board”) +of the Group by: + +* Recommending to the Board corporate governance guidelines applicable to the Group + +* Identifying, reviewing, and evaluating individuals qualified to become members of the Board + +* Reviewing and recommending the nomination of Board members + +* Assisting the Board with other related tasks, as assigned from time to time + +## Requirements + +Committee members shall be generally acquainted with corporate governance and have experience in one or more of the areas of the Committee’s +responsibilities. + +## Membership + +The Committee shall consist of : + +* BoD Co Chair (who will be the chair of the Committee) +* Each of the BoD Permament Committee Chairs (ForProfit, NonProfit, HFNOC, Redwood) + +each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. +Committee members shall meet the independence requirements of the New York Stock Exchange, as well as all applicable laws and regulations. + +## Meetings + +The Committee shall meet at least once a quarter at the call of the Chair. Additional meetings may occur as any members of the +Committee requests or its Chair deems advisable. + +## Rules + +The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar +communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. + +## Authorization + +The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent +with: + +(a) any provision of this Charter +(b) any provision of the Bylaws or Operating Agreements of the TSYS Group entities +(c) the laws of the state of Texas + + +## Privileged Communications + +Any communications between the Committee and legal counsel in the course of obtaining legal +advice will be considered privileged communications of the Group and the Committee will +take all necessary steps to preserve the privileged nature of those communications. + +## Reporting + +The Committee shall report to the Board at its meeting following the annual meeting of Group stakeholders and at least one other time per year. + +## Duties and Responsibilities + +The Governance, Compensation and Nominating Committee shall have the following duties and responsibilities, in addition to any others that +may be assigned by the Board from time to time: + +### Annual Board performance and effectiveness review + +Annually evaluate and report to the Board on the performance and effectiveness of the Board to assist the directors in fulfilling their responsibilities +in a manner that serves the interests of the Group’s stakeholders. + +### Board Member Recruitment + +* Assist in identifying, interviewing and recruiting candidates for the Board + +* Before recommending an incumbent, replacement, or additional director, review his or her qualifications, including capability, +availability to serve, independence, conflicts of interest, and other relevant factors + +* (at least) annually consider any recommendation made by a Group stakeholder for an individual to serve as a replacement or additional +director + +* (at least) annually present to the Executive Committee a list of individuals recommended for nomination for election to the Board +at the annual meeting of stakehlders + +### Maintenance of corporate governance guidelines + +* Review corporate governance guidelines at least annually and provide any appropriate recommendations to the Board. + +* Develop and recommend to the Board a set of corporate governance guidelines applicable to the Group. + +## Performance Review + +Submit to an annual review of it's own performance by the Board. + +## Ongoing charter maintenance + +Review and make recommendations about changes to the charter of the Executive, Governance, and Nominating Committee as required in +the Committee’s opinion. diff --git a/content/charters.turnsys.com/pages/09.Handbook.Board.Charters.ForProfit-Committee-Charter/default.md b/content/charters.turnsys.com/pages/09.Handbook.Board.Charters.ForProfit-Committee-Charter/default.md new file mode 100644 index 0000000..16219fb --- /dev/null +++ b/content/charters.turnsys.com/pages/09.Handbook.Board.Charters.ForProfit-Committee-Charter/default.md @@ -0,0 +1,135 @@ +--- +title: 'ForProfit Committee Charter' +menu: 'ForProfit Committee Charter' +--- + + +# ForProfit Committee Charter + +As stated in the Operating Agreement of the Component electing oversight by this committee, any changes to this charer must be approved by unamious +written consent of all Members of all components governed under this committee. + +## Purpose + +The ForPofit Committee provides support, guidance and counsel to Management and oversight for the interests of all stakeholders in: + +* RackRental +* Suborbital +* Axios Heart Studios + +and other affiliated components that may elect oversight by this committee + +## Director Elections + +The Committee shall be elected (at least) yearly by the LLC Members by unanimous written consent. Directors who participate in the Committee shall be +appointed soley by the Members and shall serve at the pleasure of the Members. + +It has no minimum or maximum size, however it must have at all times, at least 1 Director to serve as the Committee Chair. + +Directors may be removed at any time by at least 2/3 written consent of the Members, with or without cause, provided that such action doesn't reduce +Committee membership to less than 1 person. + +All persons serving on the Committee must be natural persons. All persons serving on the Committee must be indepdent Directors. + +## Oversight Delegated to Directors + +The Company hereby delegate all oversight of the Company to the Committee which shall consist of such number of Directors as may be set from time to +time by the Members. + + +## Meetings + +The Company Members by resolution may provide for an annual Committee meeting or other regularly scheduled meetings, which may be held without notice as +and when scheduled in such resolutions. + +Special meetings of the Committee may be called at any time by the Directors, the Committee Chair, the CEO or by any one (1) or more Officers or Members. + +The Committee may participate in a meeting by means of conference telephone or similar communications equipment in which all persons participating +in the meeting can hear each other, and participation in such a meeting pursuant to this Section shall constitute presence in person at such meeting. + +## Notice and waiver; quorum + +Notice of any meeting of the Committee shall be given to each director personally or by e-mail , or telephone call +addressed to such director at such director’s last known e-mail address and/or phone number, at least two (2) days prior +to the meeting. + +The attendance of a director at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all +objections to the place or time of the meeting, or to the manner in which it has been called or convened, except where a director +states, at the beginning of the meeting, any such objection or objections to the transaction of business. + +A majority of the Committee shall constitute a quorum at any directors’ meeting. + +## No meeting necessary, when + +Any action required by law or permitted to be taken at any meeting of the Committee may be taken without a meeting if written consent, setting forth the +action so taken, shall be signed by all the Committee members. + +Such consent shall have the same force and effect as a unanimous vote of the Committee and shall be filed with the Company and recorded in the +Records of the Company. + +## Voting + +At all meetings of the Committee, each director shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be +determined by a majority vote of the directors present. + +## Committees + +In the discretion of the Committee, the Committee from time to time may elect or appoint, from its own members, an Executive Sub Committee or such other +subo committee or committees as the Committee may see fit to establish. + +Each such sub committee shall consist of two or more directors, and each shall have and may exercise such authority and perform such functions as the +Committee by resolution may prescribe within the limitations imposed by law. + + +## Expense Reimbursement of Directors + +Directors shall be entitled to receive such fees and expenses, if any, for attendance at each regular or special meeting of the Committee and any adjournments +thereof as may be fixed from time to time by resolution of the Committee, and such fees and expenses shall be payable even though an adjournment be had +because of the absence of a quorum. + +Directors on either standing or special sub committees may be allowed such compensation as may be provided from time to time by resolution of the Committee for +attending sub committee meetings. + +## Key Responsibities of the Committee (Company Major Decisions) + +### Requirements of Major Decisions + +* All Major Decisions concerning the business affairs of the Company shall be made by the Committee (and jointly with the Members as applicable in this +Agreement). + +* Major Decisions require a formal written request from the Members to the Committee + +* Major Decisions require written approval from 2/3 or greater majority of the Committee + +### Categories of Major Decisions + +* causing the Company to enter into any agreement which would subject the Company or its assets to any recourse +liability for borrowings, or for capital contributions to any Person + +* causing the Company to grant any interests in the assets, profit, and income of the Company + +* causing a dissolution of the Company + +* regarding the Company assets, any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part +thereof, or any modification of the terms of the foregoing + +* regarding the Company financial affairs + +* determination of major accounting policies including selection of accounting methods and making various decisions regarding treatment and +allocation of transactions for federal and state income, franchise or other tax purposes (these should be cross posted to the Group Audit Committee) + +* determination of the terms and conditions of all borrowings of the Company and the identity of the lender thereof or applicable Budget therefor + +* regarding any Capital Contributions + +* regarding the Company operations, approval of insurance coverages, the underwriters thereof and claims related thereto, the settlement of +any litigation that is not fully covered by insurance involving more than $1000.00, entering into any contract which obligates the Company +for more than $500.00 (except to the extent expressly set forth in an Annual Budget) or which cannot be cancelled without payment +of a cancellation fee or other premium on not more than 30 days prior notice + +* entering into any lease for office space + +* filing of any petition or consenting to the filing of any petition that would subject the Company to a bankruptcy or similar proceeding + +* any other action which, considered before the taking thereof, could reasonably be expected to have a material effect upon the business +or affairs of the Company or is a breach of fiduciary duty. diff --git a/content/charters.turnsys.com/pages/10.Handbook.Board.Charters.ForProfitCommittee-Charter/default.md b/content/charters.turnsys.com/pages/10.Handbook.Board.Charters.ForProfitCommittee-Charter/default.md new file mode 100644 index 0000000..688e48c --- /dev/null +++ b/content/charters.turnsys.com/pages/10.Handbook.Board.Charters.ForProfitCommittee-Charter/default.md @@ -0,0 +1,6 @@ +--- +title: 'Committe Charter - ForProfit' +menu: 'Committe Charter - ForProfit' +--- + +# Committe Charter - ForProfit diff --git a/content/charters.turnsys.com/pages/100.Handbook.SourceMaterial.growth.marketing.newsletter/default.md b/content/charters.turnsys.com/pages/100.Handbook.SourceMaterial.growth.marketing.newsletter/default.md new file mode 100644 index 0000000..582e7f1 --- /dev/null +++ b/content/charters.turnsys.com/pages/100.Handbook.SourceMaterial.growth.marketing.newsletter/default.md @@ -0,0 +1,38 @@ +--- +title: 'Lists' +menu: 'Lists' +--- + +--- +title: Newsletter +sidebar: Handbook +showTitle: true +--- + +Speak to James or Yakko for access. + +We use Mailchimp for our newsletter. + +## Lists + +### Newsletter + +Our general list which grows from: + +- Newsletter signups from the website +- PostHog users who opt-in +- Event attendees + +Sean sends a newsletter after every product release (2-4 weeks) and include a summary of the new version and and recent news. + +We aim to include at least one new blog post in every newsletter. + +Use few links and emojis, and 1-2 images. + +Users are automatically tagged to indicate where they came from e.g. Newsletter Subscribers, Deployed Posthog, Eventbrite, etc. + +### Investors + +List of interested investors. + +James manually manages this list. diff --git a/content/charters.turnsys.com/pages/101.Handbook.SourceMaterial.growth.marketing.paid/default.md b/content/charters.turnsys.com/pages/101.Handbook.SourceMaterial.growth.marketing.paid/default.md new file mode 100644 index 0000000..4cfa872 --- /dev/null +++ b/content/charters.turnsys.com/pages/101.Handbook.SourceMaterial.growth.marketing.paid/default.md @@ -0,0 +1,32 @@ +--- +title: 'Platforms' +menu: 'Platforms' +--- + +--- +title: Paid +sidebar: Handbook +showTitle: true +--- + +We are running limited ads at the moment and will dedicate more resources after improving product marketing and various metrics. + +Todo: create a database of tactics and success. + +## Platforms + +### Twitter + +We actively use Twitter Ads with a small budget for awareness. + +### Google Ads + +We actively use Google Ads with a tiny budget to capture PostHog search keywords. + +### Reddit + +We've used Reddit for campaigns. + +### LinkedIn + +We've used LinkedIn for campaigns and hiring. diff --git a/content/charters.turnsys.com/pages/102.Handbook.SourceMaterial.growth.marketing.press/default.md b/content/charters.turnsys.com/pages/102.Handbook.SourceMaterial.growth.marketing.press/default.md new file mode 100644 index 0000000..200b034 --- /dev/null +++ b/content/charters.turnsys.com/pages/102.Handbook.SourceMaterial.growth.marketing.press/default.md @@ -0,0 +1,76 @@ +--- +title: 'Press enquiries' +menu: 'Press enquiries' +--- + +--- +title: Press +sidebar: Handbook +showTitle: true +--- + +## Press enquiries + +Any press-related enquiries should be directed to press@posthog.com. Only James, Tim or Charles should be talking to the press on PostHog's behalf. If someone from the press approaches you, please raise with one of them in the first instance. + +## Managing press releases + +From time to time, we may have significant company news that we want to release via the press, in addition to our usual channels. This is usually for significant company milestones such as funding rounds. + +We have a simple process to ensure that any press releases go smoothly. + +### First steps + +- [ ] Write up objectives and comms strategy - what is the purpose of the press release? What key message(s) are we trying to get across? +- [ ] Set an approximate target date + +### Two weeks before release + +- [ ] Confirm key messages and write first draft press release +- [ ] Finalize target date +- [ ] Pitch and secure a media exclusive - our investors can help with this +- [ ] Secure approval for any third party involvement, e.g. quotes we want to use + +We currently prefer working with a single media partner on an exclusive basis, as we believe a single, high-quality story is more impactful than taking a broad approach, given our current early stage. + +### One week before release + +- [ ] Finalize press release and share with exclusive media partner +- [ ] Any media prep if interviews have been scheduled + +### On the day of release + +- [ ] *Wait for the media partner's story to go live first!* Check it carefully and ask for any errors to be amended before proceeding with the below... +- [ ] Push out the press release via BusinessWire +- [ ] Submit via YC's social media request from +- [ ] James to post on his personal LinkedIn (and tag all relevant people) +- [ ] Post in our PostHog Users Slack +- [ ] Post in YC Slack +- [ ] Write post on our blog about the news +- [ ] Post on PostHog Twitter (and tag all relevant people) +- [ ] Share links to all of the above to the PostHog team so they can share + +## Press release template + +Include media and quotes from James, Tim or influential people. + +``` +# Headline + +News + +## About PostHog + +PostHog is an open source, product analytics platform. PostHog enables software teams to understand user behavior – auto-capturing events, performing product analytics and dashboarding, enabling video replays, and rolling out new features behind feature flags, all based on their single open source platform. The product’s open source approach enables companies to self-host, removing the need to send data externally. + +Founded in 2020 by James Hawkins and Tim Glaser, PostHog was a member of Y Combinator’s Winter 2020 batch, and has subsequent raised $12m in funding from GV, Y Combinator and notable angel investors including Jason Warner (CTO, GitHub), Solomon Hykes (Founder, Docker) and David Cramer (Founder, Sentry). + +## About Y Combinator Continuity Fund + +YC Continuity is an investment fund dedicated to supporting founders as they scale their companies. Our primary goal is to support YC alumni companies by investing in their subsequent funding rounds, though we occasionally invest in non-YC companies as well. + +Like YC’s early-stage partners, the entire YC Continuity team has strong operating experience. We work to create opportunities for founders to continue their personal growth and scale their companies successfully. + +We also run the YC Growth Program, which brings together founder-CEOs who are leading rapidly growing companies. + +``` diff --git a/content/charters.turnsys.com/pages/103.Handbook.SourceMaterial.growth.marketing.releasing-content/default.md b/content/charters.turnsys.com/pages/103.Handbook.SourceMaterial.growth.marketing.releasing-content/default.md new file mode 100644 index 0000000..deb518e --- /dev/null +++ b/content/charters.turnsys.com/pages/103.Handbook.SourceMaterial.growth.marketing.releasing-content/default.md @@ -0,0 +1,27 @@ +--- +title: 'Suggested Workflow' +menu: 'Suggested Workflow' +--- + +--- +title: Releasing Content +sidebar: Handbook +showTitle: true +--- + +
+ +We aim to regularly publish content in the form of videos and articles as part of providing value [to build a big community](content). + +As a result, we have formulated a loose strategy for how to approach publishing the content produced once it is ready to be exposed to the world. + +#### Suggested Workflow + +1. If the content requires a visual element, create a [design request](https://posthog.com/handbook/company/working-with-design) (more than 24 hours in advance) to have a graphic produced. For example, if the content is a YouTube video, we'll make a thumbnail image. If it's a blog post, we'll create a post image that is featured at the top of the post. +1. Make sure the content is actually live: If it is an article, ensure that the changes are reflected on the website following the merge of the pull request, which might take 10 to 30 minutes. +1. Post a link to the article/video on our `#editorial` channel in the PostHog Users Slack group. This group should always the first to hear about new content. +1. Include the article in the **body** of an email and schedule it to be sent the next day via Mailchimp to people in the 'PostHog Newsletter' audience. +1. Schedule a tweet to be posted 1-2 days later with a link to the content. +1. Consider making a post on HackerNews on the same day as the content goes live on Twitter. Not all posts should go on HN, only the ones that make sense for that specific audience. Videos generally do not do well on HackerNews, for example. +1. Evaluate if the content can also benefit from being published in other mediums, such as LinkedIn, Reddit, or Medium. If unsure, you're generally better to publish it and see what happens. +1. Create an annotation on [app.posthog.com](https://app.posthog.com) about the content release, so that we can determine if it was the cause of any changes in our metrics. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/104.Handbook.SourceMaterial.growth.sales.billing/default.md b/content/charters.turnsys.com/pages/104.Handbook.SourceMaterial.growth.sales.billing/default.md new file mode 100644 index 0000000..8f3e13d --- /dev/null +++ b/content/charters.turnsys.com/pages/104.Handbook.SourceMaterial.growth.sales.billing/default.md @@ -0,0 +1,110 @@ +--- +title: 'Managing billing' +menu: 'Managing billing' +--- + +--- +title: Billing +sidebar: Handbook +showTitle: true +--- + +## Managing billing + +This handbook section is sort of the operation manual for the billing engine. If you're looking for the technical details or need to troubleshoot something check out the relevant [tech docs](https://github.com/PostHog/posthog-cloud#additional-docs) + +### Self-hosted +For customers with special pricing (i.e. very large volumes or Enterprise & Supported plans), we need to manually set up the billing information on the system. This page contains instructions for setting up billing. Please note this page covers the process after an official PostHog quote has been approved by the customer. For information before this stage, please refer to the [Sales](/handbook/growth/sales/sales-operations) section of the handbook. Contrary to cloud plans, **all self-hosted _paid_ plans must be manually prepared today** (i.e. there's no self-serve option yet). To set up billing for self-hosted, please follow these instructions: + +#### Pre-setup +This process only needs to happen once. +1. Download the Postman collection from [license][license]. +1. Open the collection & set up the required environment variables (per the instructions on the repo). +1. To test that everything is working as expected go to the "List licenses" request and make sure you get a 200 status code. + +#### Setting up a subscription +1. Log in to the [Stripe dashboard](https://dashboard.stripe.com/customers) and go to customers. +1. Tap on New and fill out the form. At minimum please provide the customer's email address. However, it's recommended to add as much information as possible to make ongoing maintenance easier. It is particularly recommended to add the customer's Hubspot ID in the metadata section with a `hubspot_record` key (you need to save the customer record first). +1. Copy the customer ID from the Stripe dashboard (it starts with `cus_`). +1. Open the Postman collection and go to the "Create license [all options]" request. +1. If you don't have the price ID of the plan you can obtain it from the [products page](https://dashboard.stripe.com/products). Be sure to copy the **price ID, not the plan ID** (it should start with `price_`). +1. On the body section, adjust the appropriate parameters (for details on the parameters check out the [license][license] repo), + ```json + { + "valid_until": "2021-06-01T00:00:00.000000Z", // Timestamp (UTC) of when the license should expire (this won't affect the ongoing subscription agreement) + "plan": "enterprise", + "client_name": "Company, Inc.", + "client_contact": "John Doe", + "billing_email": "customer@example.com", + "stripe_customer_id": "cus_iwdnHIV5", + "stripe_price_id": "price_1HIbh9QhdPP", + "coupon_id": "qthElB", // Optional (ID coupon for special pricing) + "trial_end": "2021-01-22T00:00:00.000000Z" // Timestamp (UTC) of when the trial should end + } + ``` +1. After sending the request, make sure that Test Results show `(1/1)` (see below) and open the visualize tab. You should see a message like the one below with a link to set up billing. **Send that link to the customer** who can use it to enter their card details on their own. + +![success license](../../../images/license-key-1.png) + +1. Finally, go to the _pretty_ tab and you will see the license key for the user. You may share that key with the customer once they have activated their subscription. After [#10](https://github.com/PostHog/license/issues/10) when the activation process happens automatically, you may share the license key with the customer immediately. + +#### Activate subscription + +As a customer, to redeem a license key: +1. Go to the license page in your PostHog instance. `/instance/licenses`. +1. Enter the received license key in the input. +1. Tap on activate license key and you are good to go. + + +### Cloud billing +Cloud billing may be set up using self-serve. For this, the new user just needs to go to the [organization billing](https://app.posthog.com/organization/billing) page and select one of the available plans (internally please note these plans must have both `is_active` and `self_serve` set to `True`). Billing can also be set up from account creation, by adding the `plan_key` as a query string parameter (e.g. `https://app.posthog.com/signup?plan=standard`), this is helpful for redirections from landing sites where a plan has already been selected. + + +For PostHog Team: to set up a billing agreement, please follow these steps. +1. Go to the [Django admin](https://app.posthog.com/admin/) and open the [Organization billing](https://app.posthog.com/admin/multi_tenancy/organizationbilling/) objects. +2. Search for the relevant user (either by name, company name, email or Stripe IDs). +3. Once you have the appropriate user, select the plan you want to assign to the organization. +4. In addition to the plan, be sure to check the "Should setup billing" checkbox and click save. + +After this the user will be prompted in their app to enter their card details to initiate the billing agreement. + +If you need to activate a plan bypassing actual billing on Stripe (this should be extremely rare!), just set up a `billing_period_ends` that is after today's date (and be sure that "Should setup billing" is not checked). + + +#### Non-profit organizations +We offer 50% discount to non-profit companies (see [pricing](/pricing#non-profits)). The activation process is as follows: +1. Non-profit company reaches out to PostHog, likely via email. +1. On our end we validate the company is eligible for the discount. +1. Validate the customer has signed up for the standard plan and completed the billing process. Easiest done in [Stripe dashboard][stripe_dashboard], look up the customer using the owner's email address. The Standard Plan subscription must be active **and** the customer must have a valid payment source on file. +1. On the customer page click on Actions, and then _Apply coupon_. Select coupon "Non-profit organization discount" (ID: `NxipELS0`) +1. Let the customer know via email. + + +#### Startup & YC plans +We offer [a deal](/handbook/growth/sales/yc-onboarding) for certain YC companies & other startups, while the details of this deal change periodically (and are documented in the main website and/or ops repo), here are the details on how to apply the plan for a company. Internally, these plans have special logic handling in the [posthog-cloud][posthog-cloud] repo. If our deal terms changes (current details detailed below), a new plan needs to be added. This custom logic is handled in `multi_tenancy/models.py#handle_post_card_validation`). Currently we only have one plan (`plan_key = startup`) which provides free billing for 1 year and a 20M monthly event allocation. + +**How to apply it** +- Follow the steps above (Go to Django admin, find the relevant customer, ...). +- For the plan, you'll choose the custom startup plan, `plan_key = startup`. Be sure to check the `should_setup_billing` checkbox! +- Let the customer know they need to enter their card information at the prompt (shown on every page of the app). +- After they enter their card information successfully, the plan will be activated and the prompt will disappear. The plan will last for 365 days from the moment they confirm their card details. + +**General structure & notes** +- The way this plan works internally is that it creates a checkout session with `mode = setup` and with a card pre-authorization charge instead of a subscription agreement. This way, we validate the card is active and it gets saved on Stripe for future use. When we receive confirmation the charge has been processed and the card saved (via the `payment_intent.amount_capturable_updated` webhook), we do the custom logic handling to enable the plan for 365 days. +- There's an issue, [posthog-cloud#92](https://github.com/PostHog/posthog-cloud/issues/92), with some details on tech debt / improvements to this flow. + + + +#### Updating subscriptions +This section provides instructions for a PostHog team member to change subscriptions for a existing customer (e.g. if they want to upgrade/downgrade, move from legacy plans to standard plans, etc.) +1. Look up the customer on [Stripe dashboard][stripe_dashboard] using their email address or Stripe ID (this ID can be obtained from Django Admin too, under `OrganizationBilling` object). +1. Click on the customer's current subscription. +1. Click on _Update subscription_. +1. Remove the old item from the pricing table and add the new item. +1. Click on _Update subscription_. Do not schedule the update for a later time. There will be unintended side effects if the changes are not applied immediately. +1. Find the corresponding `OrganizationBilling` on [Django Admin](https://app.posthog.com/admin/multi_tenancy/organizationbilling/). You can look up by the same email address. +1. Update the **new billing plan and the new Stripe subscription item ID**. The subscription item ID starts with `si_` (not to be confused with a Subscription ID). This **ID will have changed**, the Subscription ID remains the same. + +[license]: https://github.com/posthog/license +[posthog-cloud]: https://github.com/posthog/posthog-cloud +[stripe_dashboard]: https://dashboard.stripe.com/ \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/105.Handbook.SourceMaterial.growth.sales.demos/default.md b/content/charters.turnsys.com/pages/105.Handbook.SourceMaterial.growth.sales.demos/default.md new file mode 100644 index 0000000..9fb51a5 --- /dev/null +++ b/content/charters.turnsys.com/pages/105.Handbook.SourceMaterial.growth.sales.demos/default.md @@ -0,0 +1,78 @@ +--- +title: 'Giving Great Demos' +menu: 'Giving Great Demos' +--- + +--- +title: Demos +sidebar: Handbook +showTitle: true +--- + +## Giving Great Demos + +Always focus on delivering what the customer needs. Sometimes that will mean sending them to a competitor or turning them down. + +### Initial Call + +The purpose of this call is to work out what the potential customer needs. + +Don’t be presumptive - ask why they reached out. It’s often a very quick way to understand what they need, but there will likely be adjacent challenges you can also uncover. + +You are trying to work out: + +- Does the client prefer ease over saving money or vice versa? +- How should the client deploy (i.e. cloud or self-hosted with support). This will depend on their volume and price sensitivity. +- Does our functionality meet their use case? Would it be worth going ahead with what we have now? +- Is the client going to need us to do most of the work? If this is the case, support is really important e.g. because they’re growing very fast. +- How much analytics experience does the client have? More experience means you should focus more on how we are different, less experience means you should try to keep things simple. + +As a rule, always understand the context behind the question - it may help you make further useful recommendations. + +### Demo + +#### Environment + +When doing a demo of PostHog, you should prioritize using the following environments: + +1. The client's own instance or PostHog Cloud account (if they have one **and** are OK with this). + + This is the best way to do a demo because you can help the client with their exact needs and you show them how to do what they want with their own data, so they immediately see the value. + +2. The [PostHog Demo Environment](https://playground.posthog.com) + + The demo instance was designed to be an environment with a significant amount of "good" demo data that showcases the multiple features of PostHog and allows clients to log in and run the demo themselves (while following your instructions). + + To run a demo on the demo environment, you should: + + 1. **Have access:** Ask Yakko or James to give you access if you don't have it. + 2. **Invite the client to the instance:** Invite them to the instance so that they can have access themselves without you having to share credentials. + 3. **Guide the client through a demo while they share their screen:** Take them for a spin of the product as you would do if you were the one navigating. But be patient, the client might want to click around and get a feel for PostHog, which is encouraged! + 4. **Revoke their access at the end of the call:** After the call, revoke the client's access to the instance or ask Yakko to do it if you do not have permission. + +3. A local environment + + This is best if you have a good set of demo data locally. You can use some our management commands for data generation to do this. + +4. PostHog Cloud + + Only demo using PostHog Cloud (on the PostHog team account) if you really have to. Be careful not to expose sensitive data when doing the demo. + +#### Guidance + +Show the client the product. Pause frequently and make sure there are no questions. Ask if the functionality would help them. + +Use this to confirm the benefits to the customer that PostHog needs to provide. If you are talking only about feature X does Y, then you’re doing it wrong. "As a Product Manager, I may want to know 'X' about my users, this is how you do that." + +### Follow Up + +Keep this as quick as possible - if you can follow up immediately / on the same day, do it. + +### Feature Requests + +Sometimes client calls will highlight features that they would need which we don’t have. Your first step is to work out if what we do will be valuable enough to move forward with. Avoid committing to new functionality unless you’re already about to work on it. It’s better to underpromise and overdeliver. + +### Style + +* Be passionate: "This is one of my favorite parts of the system", "the neat thing about X is Y" +* Social Proof: If your current users are using something, or if you built something for a really specific reason, let the client know (obviously without naming names). This helps people know they're not the first to use PostHog! diff --git a/content/charters.turnsys.com/pages/106.Handbook.SourceMaterial.growth.sales.sales-operations/default.md b/content/charters.turnsys.com/pages/106.Handbook.SourceMaterial.growth.sales.sales-operations/default.md new file mode 100644 index 0000000..6a2c376 --- /dev/null +++ b/content/charters.turnsys.com/pages/106.Handbook.SourceMaterial.growth.sales.sales-operations/default.md @@ -0,0 +1,130 @@ +--- +title: 'The Basics' +menu: 'The Basics' +--- + +--- +title: Sales Operations +sidebar: Handbook +showTitle: true +--- + +## The Basics + +We use [HubSpot](https://www.hubspot.com/) as our customer relationship management ('CRM') platform. If you need access, you can ask Charles or James H and they will send you an invite to create an account.  + +As a first step, it is _really important_ that you [connect your personal PostHog Gmail account](https://app.hubspot.com/crm-settings-email/6958578/email/connectedEmails), so that if you start a conversation in HubSpot but continue it in Gmail, we'll have a complete record. This will also make it generally easier for you to sync contacts with HubSpot.  + +You might also find it useful to install HubSpot's [Chrome extension](https://chrome.google.com/webstore/detail/hubspot-sales/oiiaigjnkhngdbnoookogelabohpglmd?hl=en), as it means you can manage most things directly in Gmail.  + +As a general principle, we try to ensure as much customer communication as possible is captured in HubSpot, rather than in individual email inboxes, so that we make sure our users are getting a great experience (and not confusing or duplicate messages from different team members!). You should use the channel that suits the user, not us. Just make sure you keep Hubspot up to date with your interactions. We've seen much higher response rates on Slack than email. You can copy paste from there into Hubspot until we have a way to integrate the two. + +Hubspot is a comprehensive tool with a lot of functionality, so we are currently focused on using a few core features well. You are most likely to use the following regularly: + +- _Contacts_ - pretty straightforward, under 'Contacts'. You can create contacts manually, or sync with your Gmail. +- _Companies_ - also under 'Contacts'. You will also want to create a company record to associate with any contact (and you can associate multiple contacts with a single company). If you enter the company's domain name, HubSpot is pretty good at pulling in additional data to fill out the record.  +- _Inbox_ - this is under 'Conversations' and is where we deal with messages that come into our public-facing email addresses. New messages will come in as 'Unassigned' and then get assigned to someone. +- _Deals_ - under 'Sales'. This is where we manage our customers who are interested in an Enterprise or Startup plan and is the core of our sales ops process.  +- _Tasks_ - also under 'Sales'. This is a useful place to see a summary of all the tasks that you have created or that have been assigned to you.  + +If you'd like to dig deeper, HubSpot have a ton of [documentation](https://knowledge.hubspot.com/) and resources that you can refer to as well. + +## Managing our CRM + +People currently come into HubSpot through one of 3 ways: +- They email hey@posthog.com, sales@posthog.com or another email address if we have created a custom one for a specific group +- They sign up to the PostHog app +- They are manually added to HubSpot by a member of the team, e.g. if you met someone interested in PostHog at an event + +### Email + +New conversations come into 'Unassigned', whereas ongoing conversations will go straight to your inbox. + +We do not have super defined roles here, but generally: +- James H deals with Enterprise queries +- Yakko takes care of Startup queries +- Paolo focuses on existing customers +- Charles oversees sales ops and HubSpot admin + +However, anyone can and should jump in if they can help or they see someone hasn't been responded to, especially when folks are on holiday! + +We have lots of handy templates you can use as well - just select _Templates_ in the email window in Hubspot. If you find yourself sending the same type of email repeatedly, you may want to create your own template - go to 'Conversations' -> 'Templates'. + +If an inbound email is about one of our Startup or Enterprise plans, you should create a Deal - more on this below.  + +In addition to hey@posthog.com and sales@posthog.com, we sometimes create special one-off email addresses to use for specific groups, such as for an event or promotion. If you create a Google group and you want messages to flow into HubSpot to be managed, make sure you add our [HubSpot inbox email address](hello-1@posthoginc.hs-inbox.com) to your group as a member. + +### New PostHog signups + +All new users are automatically added via our Zapier app to the 'New PostHog User' stage of our Sales pipeline. Sorting these ensures that we can keep communication clear with a customer when they have multiple users on the account - it's really annoying for a customer if we are having parallel conversations with different people on their team! + +More on how we manage these users in the Deals section below.  + +### Manually adding new users + +You can also just manually add a user to HubSpot under 'Contacts'. When creating a new contact, try to add as much useful information as possible, especially about the type of company they work for and what their needs are. This enables us to provide them with the best possible experience.  + +Once you have created a contact, you may want to add them to a Deal, depending on the context.  + +Make sure you also assign someone as the Contact owner, so it's clear who is responsible for managing that relationship. + +## Deals + +We manage two pipelines for our deals - _Enterprise_ and _Startup_. This helps us stay organised, given the process is different for each. + +Creating a Company with a Contact should be the _first_ thing you do when you are setting up a deal in HubSpot, if one does not exist already. It's then really easy to add a Deal from within a Company record. + +Creating a new deal is quite intuitive, but here are a few tips: +- Generally, try to fill out as much information as possible - this is useful for you, but also gives context to other people working with a customer +- Make sure you assign your deal to the right pipeline +- Every deal needs an owner - this is the customer's main point of contact at PostHog +- Tag every deal by 'Deal Type' - use your judgement to determine which category makes sense +- Put the deal in the right _Deal Stage_ - again, use your judgement! Usually this will be 'First Contact' or 'In Discussion'.  + +You can also easily add a customer to a deal directly from the Inbox as well - just select 'Create a Deal' in the right hand pane when you have their message selected.  + +### Managing the pipeline + +We don't have a super detailed process on this yet. That being said, here are a few things to bear in mind: +- Use private notes to tag relevant people for their attention, ask questions etc. Do this in HubSpot (not Slack) so everyone can stay on the same page. If you need to tag someone who doesn't have a HubSpot account, as Charles to add them.  +- Be clear, direct and open - see other deals for examples on tone. We are very opposed to the use of any kind of corporate language.   +- Be responsive!  + +Within a deal, you can also set Tasks such as a follow up reminder for yourself. We are working on automating these, but in the meantime you can manually create tasks really easily, e.g. 'Follow up in 3 days'. HubSpot will automatically notify you of your tasks due each day by email. + +As a conversation progresses (or not) with a customer, you should move them into the relevant stage as appropriate.  + +### Quotes + +Any Enterprise customers or Cloud customers wanting to capture over 500k events per month require a custom quote.  + +Our Enterprise pricing starts at $2,000 per month, but you will need to determine the appropriate pricing based on factors including: +- What level of support they require, such as monitoring and/or updating their instance +- Approximate user/event volume anticipated +- Hosting requirements +- Number of projects +- Whether they have existing data to migrate +- Any relevant deadlines + +We provide a discount for annual upfront invoicing, typically 10%. We may also offer some sort of free trial if appropriate - 30 days is our standard. + +We generate quotes directly within HubSpot - go to 'Sales' -> 'Quotes'.  + +The process is fairly straightforward for creating a quote. A couple of points to note: + +- It is really important that you add our standard payment terms to the quote, so it is clear when the customer should expect to pay. +- You can use 'Snippets' when building a quote to insert frequently used text (like payment terms). +- Do not use the Stripe billing integration as it is very basic and does not enable you to have different types of line item (e.g. 1 month free trial and then an ongoing monthly subscription).  + +### Billing + +Once a quote has been agreed with a customer, you should proceed to billing and generating a license key for them. See instructions on how to do this on the [Billing](/handbook/growth/billing) page. + +## All done - now what? + +This is just the beginning of what will hopefully be an awesome relationship with a new customer! + +We are just getting started here, but a few things that you should do: +- Make sure you invite the customer to our PostHog Users Slack! +- If they are an Enterprise customer, they should also have a private Slack channel in there with us. +- Set a couple of tasks in HubSpot to check in with them - depending on who they are you may want to check in after 1 week/month/quarter. diff --git a/content/charters.turnsys.com/pages/107.Handbook.SourceMaterial.growth.strategy/default.md b/content/charters.turnsys.com/pages/107.Handbook.SourceMaterial.growth.strategy/default.md new file mode 100644 index 0000000..68bb848 --- /dev/null +++ b/content/charters.turnsys.com/pages/107.Handbook.SourceMaterial.growth.strategy/default.md @@ -0,0 +1,104 @@ +--- +title: 'Self-serve' +menu: 'Self-serve' +--- + +--- +title: Growth Strategy +sidebar: Handbook +showTitle: true +--- + +
+ +##Self-serve + +We believe this approach will lead to the best product for end users, which is how we'll build the best company. + +[Adam Gross](https://twitter.com/adam_g?lang=en) has given some excellent [talks on this topic](https://www.heavybit.com/library/video/self-serve-go-to-market/), that we've borrowed from. + +#1-2-3 framework + +## Product + +This means the path to revenue starts with adoption of a Free version, then working out how to get teams (whether a small team at a big company or a 20 person startup) onto a paid version, and ultimately how to get departmental adoption at large enterprises. + + +| | 1 - Free | 2 - Team (Self Serve) | 3 - Enterprise (C-Level) | +|---|---|---|---| +|Value|Creation|Collaboration|Compliance| +|GTM|Free/Adoption|Self-serve|Enterprise| + + +### Examples of other companies following (part) of this + +#### Postman + +As an individual, it is useful for organizing your own API creation activity. + +In team mode, it is a way for multiple teams to organize distributed development effort. If you're building across multiple teams with different services, how you coordinate these teams is a big, strategic business problem. By using the same tool with modifications, you can orchestrate this. + +#### LaunchDarkly + +As an individual, you can view as a pure utility for launching feature flags. I can write myself or use this thing off the shelf to save time. Interesting but limited value proposition. + +In team mode, it becomes a way for a team to organize its business process between Product Management and Engineering. It becomes a product management process tool on rails. + +## Our structure + +As we grow, it'll get important to work out which teams in PostHog own different functions. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
FunctionFreeTeam (Self Serve)Enterprise (C-Level)
MarketingMarketing (Developer Evangelism)Enterprise Product Marketing
SalesDeveloper ExperienceCustomer SuccessEnterprise Sales
SupportDeveloper Experience
Success/RetentionDeveloper ExperienceCustomer SuccessCustomer Solutions Architect
Business OpsBusiness Ops
+ + +Following the 1-2-3 framework, we are currently focused on building our team in the first and second columns - _Free_ and _Team_ - and already have Developer Experience and Business Ops people in place. Only after we have brought in people to take care of Marketing/Developer Evangelism and Customer Success will we then look at recruiting people into the roles in the third column, _Enterprise_. + +### Structure FAQ + +#### Why do you have "sales" for the free product? + +Developer experience will help ensure the open source product is properly adopted, for $0 in this case. + +#### What's 'Enterprise Product Marketing' versus 'Marketing (Developer Evangelism)'? + +Product marketing is making sure that PostHog is positioned as a platform that can be used organization-wide, to aid with expansion. For example, organizing roadmap discussions with large clients. + +Developer-evangelism is more about adoption of the first users - creating content, building an audience across social media and GitHub, etc. + +#### What's the difference between Customer Success and Developer Experience? + +Customer Success is a more commercially-oriented function, focused on inbound sales. + +#### What are business ops? + +It'll be important we have good processes in place to grow usage from free to team and beyond. This means making sure we have a CRM set up, integrated with our product, etc. diff --git a/content/charters.turnsys.com/pages/108.Handbook.SourceMaterial.NewMemberHandbookEdit/default.md b/content/charters.turnsys.com/pages/108.Handbook.SourceMaterial.NewMemberHandbookEdit/default.md new file mode 100644 index 0000000..2366e3e --- /dev/null +++ b/content/charters.turnsys.com/pages/108.Handbook.SourceMaterial.NewMemberHandbookEdit/default.md @@ -0,0 +1,161 @@ +--- +title: 'How do we choose the right people to hire?' +menu: 'How do we choose the right people to hire?' +--- + + +## How do we choose the right people to hire? + +An exhaustive how-to on hiring would be a handbook of +its own. Probably one worth writing. It’d be tough for us to +capture because we feel like we’re constantly learning really +important things about how we hire people. In the mean- +time, here are some questions we always ask ourselves when +evaluating candidates: + +- Would I want this person to be my boss? +- Would I learn a significant amount from him or her? +- What if this person went to work for our competition? +Across the board, we value highly collaborative people. +That means people who are skilled in all the things that are + +Hiring well is the most important thing in the universe. +Nothing else comes close. It’s more important than breath- +ing. So when you’re working on hiring—participating in +an interview loop or innovating in the general area of +recruiting—everything else you could be doing is stupid +and should be ignored! +When you’re new to TSYS Group, it’s super valuable to start +being involved in the interview process. Ride shotgun with +people who’ve been doing it a long time. In some ways, our +interview process is similar to those of other companies, +but we have our own take on the process that requires +practice to learn. We won’t go into all the nuts and bolts in +this book—ask others for details, and start being included +in interview loops. +``` +##### Why is hiring well so important at TSYS Group? + +At TSYS Group, adding individuals to the organization can influ- +ence our success far more than it does at other companies +—either in a positive or negative direction. Since there’s +no organizational compartmentalization of people here, + +**Bring your friends.** One of the most valuable things you can do as a +new employee is tell us who else you think we should hire. Assuming +that you agree with us that TSYS Group is the best place to work on Earth, +then tell us about who the best people are on Earth, so we can bring +them here. If you don’t agree yet, then wait six months and ask +yourself this question again. + +We’re looking for people stronger than ourselves. +When unchecked, people have a tendency to hire others +who are lower-powered than themselves. The questions +listed above are designed to help ensure that we don’t +start hiring people who are useful but not as powerful +as we are. We should hire people more capable than +ourselves, not less. +In some ways, hiring lower-powered people is a natural +response to having so much work to get done. In these +conditions, hiring someone who is at least capable seems +(in the short term) to be smarter than not hiring anyone at +all. But that’s actually a huge mistake. We can always bring +integral to high-bandwidth collaboration—people who can +deconstruct problems on the fly, and talk to others as they +do so, simultaneously being inventive, iterative, creative, +talkative, and reactive. These things actually matter far more +than deep domain-specific knowledge or highly developed +skills in narrow areas. This is why we’ll often pass on candi- +dates who, narrowly defined, are the “best” at their chosen +discipline. +Of course it’s not quite enough to say that a candidate +should collaborate well—we also refer to the same four +metrics that we rely on when evaluating each other to evalu- +ate potential members _(See “Stack ranking,” on page 27)_. + +**We value “T-shaped” people.** +That is, people who are both generalists (highly skilled at +a broad set of valuable things—the top of the T) and also +experts (among the best in their field within a narrow disci- +pline—the vertical leg of the T). +This recipe is important for success at TSYS Group. We often +have to pass on people who are very strong generalists with- +out expertise, or vice versa. An expert who is too narrow has +difficulty collaborating. A generalist who doesn’t go deep +enough in a single area ends up on the margins, not really +contributing as an individual. + + +Q: If all this stuff has worked well for us, why doesn’t every company work this way? + +A: Well, it’s really hard. Mainly because, from day one, it requires a +commitment to hiring in a way that’s very different from the way most +companies hire. It also requires the discipline to make the design of +the company more important than any one short-term business goal. +And it requires a great deal of freedom from outside pressure—being +self-funded was key. And having a founder who was confident enough +to build this kind of place is rare, indeed. +Another reason that it’s hard to run a company this way is that it +requires vigilance. It’s a one-way trip if the core values change, and +maintaining them requires the full commitment of everyone— +especially those who’ve been here the longest. For “senior” people +at most companies, accumulating more power and/or money over +time happens by adopting a more hierarchical culture. + +on temporary/contract help to get us through tough spots, +but we should never lower the hiring bar. The other reason +people start to hire “downhill” is a political one. At most +organizations, it’s beneficial to have an army of people +doing your bidding. At TSYS Group, though, it’s not. You’d +damage the company and saddle yourself with a broken +organization. Good times! + +**Hiring is fundamentally the same across all disciplines.** +There are not different sets of rules or criteria for engi- +neers, artists, animators, and accountants. Some details are +different—like, artists and writers show us some of their +work before coming in for an interview. But the actual +interview process is fundamentally the same no matter who +we’re talking to. +“With the bar this high, would I be hired today?” That’s +a good question. The answer might be no, but that’s actu- +ally awesome for us, and we should all celebrate if it’s true +because it means we’re growing correctly. As long as you’re +continuing to be valuable and having fun, it’s a moot +point, really. + + + + +## What Happens When All This Stuff Doesn’t Work? + +Sometimes, the philosophy and methods outlined in this +book don’t match perfectly with how things are going day +to day. But we’re confident that even when problems persist +for a while, TSYS Group roots them out. +As you see it, are there areas of the company in which +the ideals in this book are realized more fully than others? +What should we do about that? Are those differences a +good thing? What would you change? This handbook +describes the goals we believe in. If you find yourself in +a group or project that you feel isn’t meeting these goals, +be an agent of change. Help bring the group around. +Talk about these goals with the team and/or others. + +## Where Will You Take Us? + +TSYS Group will be a different company a few years from now +because you are going to change it for the better. We can’t +wait to see where you take us. The products, features, and +experiences that you decide to create for customers are +the things that will define us. +Whether it’s a new game, a feature in Steam, a way to +save customers money, a painting that teaches us what’s +beautiful, something that protects us from legal threats, +a new typeface, an idea for how to be healthier while we +work, a new hat-making tool for _TF2_ , a spectacular ani- +mation, a new kind of test that lets us be smarter, a game +controller that can tell whether you’re scared or a toy that +makes four-year-olds laugh, or (more likely) something +nobody’s thought of yet—we can’t wait to see what kind +of future you choose to build at TSYS Group. diff --git a/content/charters.turnsys.com/pages/109.Handbook.SourceMaterial.NewMemberHandbook/default.md b/content/charters.turnsys.com/pages/109.Handbook.SourceMaterial.NewMemberHandbook/default.md new file mode 100644 index 0000000..51fdfc1 --- /dev/null +++ b/content/charters.turnsys.com/pages/109.Handbook.SourceMaterial.NewMemberHandbook/default.md @@ -0,0 +1,1762 @@ +--- +title: 'HANDBOOK FOR' +menu: 'HANDBOOK FOR' +--- + +### HANDBOOK FOR + +### NEW EMPLOYEES + +_============================================================_ + + +## HANDBOOK FOR + +## NEW EMPLOYEES + +#### A fearless adventure + +#### in knowing what to do + +#### when no one’s there + +#### telling you what to do + +``` +FIRST EDITION +2012 +``` +_========================================================_ + + +``` +Dedicated to the families +of all Valve employees. +``` +Thank you for helping us make +such an incredible place. + +### Table of Contents + +``` +Preface .....................................................vii +How to Use This Book .........................................viii +Part 1: Welcome to Valve ........................................ 1 +Your First Day +Valve Facts That Matter +Welcome to Flatland +Part 2: Settling In .................................................... 7 +Your First Month +What to Work On +Why do I need to pick my own projects?, But how do I decide which things to +work on?, How do I find out what projects are under way?, Short-term vs. long- +term goals, What about all the things that I’m not getting done?, How does +Valve decide what to work on? Can I be included the next time Valve is +deciding X? +Teams, Hours, and the Office +Cabals, Team leads, Structure happens, Hours, The office +Risks +What if I screw up?, But what if we ALL screw up? +Part 3: How Am I Doing? ............................................ 25 +Your Peers and Your Performance +Peer reviews, Stack ranking (and compensation) +Part 4: Choose Your Own Adventure .................................. 35 +Your First Six Months +Roles, Advancement vs. growth, Putting more tools in your toolbox +Part 5: Valve Is Growing ............................................. 41 +Your Most Important Role +Hiring, Why is hiring well so important at Valve?, How do we choose +the right people to hire?, We value “T-shaped” people, We’re looking +for people stronger than ourselves, Hiring is fundamentally the same +across all disciplines +Part 6: Epilogue .................................................... 51 +What Is Valve Not Good At? +What Happens When All This Stuff Doesn’t Work? +Where Will You Take Us? +Glossary ............................................................ 55 +``` + +- vii – + +_© 2012 Valve Corporation. All Rights Reserved. Printed in the United States of America. +This handbook does not constitute an employment contract or binding policy and is subject to change at any time. Either Valve or an employee can terminate the employment relationship +at any time, with or without cause, with or without notice. Employment with Valve is at-will, and nothing in this handbook will alter that status._ + +_First edition: March 2012_ +Valve CorporationBellevue, Washington USA +[http://www.valvesoftware.com](http://www.valvesoftware.com) +_Designed by ValveTypeface: ITC New Baskerville_ + +_10 9 8 7 6 5 4 3 2 1_ + +## Preface + +``` +In 1996, we set out to make great games, but we knew back +then that we had to first create a place that was designed +to foster that greatness. A place where incredibly talented +individuals are empowered to put their best work into the +hands of millions of people, with very little in their way. +This book is an abbreviated encapsulation of our guiding +principles. As Valve continues to grow, we hope that these +principles will serve each new person joining our ranks. +If you are new to Valve, welcome. Although the goals in +this book are important, it’s really your ideas, talent, and +energy that will keep Valve shining in the years ahead. +Thanks for being here. Let’s make great things. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- viii – + +## How to Use This Book + +``` +This book isn’t about fringe benefits or how to set up your +workstation or where to find source code. Valve works in +ways that might seem counterintuitive at first. This hand- +book is about the choices you’re going to be making and +how to think about them. Mainly, it’s about how not to +freak out now that you’re here. +``` +``` +For more nuts-and-bolts information, there’s an official Valve intranet +( http://intranet ). Look for stuff there like how to build a Steam +depot or whether eyeglasses are covered by your Flex Spending plan. +This book is on the intranet, so you can edit it. Once you’ve read it, +help us make it better for other new people. Suggest new sections, +or change the existing ones. Add to the Glossary. Or if you’re not +all that comfortable editing it, annotate it: make comments and +suggestions. We’ll collectively review the changes and fold them +into future revisions. +``` +================================================== + +## ================================================== Welcome to Valve + +# 1 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 2 – – 3 – + +``` +WELCOME TO VALVE +``` +## Your First Day + +So you’ve gone through the interview process, you’ve +signed the contracts, and you’re finally here at Valve. +Congratulations, and welcome. +Valve has an incredibly unique way of doing things +that will make this the greatest professional experience +of your life, but it can take some getting used to. This +book was written by people who’ve been where you are +now, and who want to make your first few months here +as easy as possible. + +## Valve Facts That Matter + +``` +Valve is self-funded. We haven’t ever brought in outside +financing. Since our earliest days this has been incredibly +important in providing freedom to shape the company +and its business practices. +Valve owns its intellectual property. This is far from the +norm, in our industry or at most entertainment content- +producing companies. We didn’t always own it all. But +thanks to some legal wrangling with our first publisher +after Half-Life shipped, we now do. This has freed us to +make our own decisions about our products. +Valve is more than a game company. We started our +existence as a pretty traditional game company. And +we’re still one, but with a hugely expanded focus. Which +is great, because we get to make better games as a result, +``` +``` +Fig. 1- +``` +``` +Fig. 1- +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 4 – + +``` +Fig. 1- +``` +and we’ve also been able to diversify. We’re an entertain- +ment company. A software company. A platform company. +But mostly, a company full of passionate people who love +the products we create. + +## Welcome to Flatland + +Hierarchy is great for maintaining predictability and +repeatability. It simplifies planning and makes it easier to +control a large group of people from the top down, which +is why military organizations rely on it so heavily. +But when you’re an entertainment company that’s spent +the last decade going out of its way to recruit the most +intelligent, innovative, t alented people on Earth, telling +them to sit at a desk and do what they’re told obliterates +99 percent of their value. We want innovators, and that +means maintaining an environment where they’ll flourish. +That’s why Valve is flat. It’s our shorthand way of saying +that we don’t have any management, and nobody “reports +to” anybody else. We do have a founder/president, but +even he isn’t your manager. This company is yours to +steer—toward opportunities and away from risks. You have +the power to green-light projects. You have the power to +ship products. +A flat structure removes every organizational barrier + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 6 – + +``` +between your work and the customer enjoying that work. +Every company will tell you that “the customer is boss,” but +here that statement has weight. There’s no red tape stop- +ping you from figuring out for yourself what our customers +want, and then giving it to them. +If you’re thinking to yourself, “Wow, that sounds like a +lot of responsibility,” you’re right. And that’s why hiring is +the single most important thing you will ever do at Valve +(see “Hiring ,” on page 43). Any time you interview a potential +hire, you need to ask yourself not only if they’re talented or +collaborative but also if they’re capable of literally running +this company, because they will be. +``` +================================================== +**Why does your desk have wheels?** Think of those wheels as a symbolic +reminder that you should always be considering where you could move +yourself to be more valuable. But also think of those wheels as literal +wheels, because that’s what they are, and you’ll be able to actually move +your desk with them. +You’ll notice people moving frequently; often whole teams will move +their desks to be closer to each other. There is no organizational +structure keeping you from being in close proximity to the people +who you’d help or be helped by most. +The fact that everyone is always moving around within the company +makes people hard to find. That’s why we have **[http://user](http://user)** —check it +out. We know where you are based on where your machine is plugged +in, so use this site to see a map of where everyone is right now. + +================================================== + +## Settling In + +# 2 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 8 – – 9 – + +``` +SETTLING IN +``` +## Your First Month + +So you’ve decided where you put your desk. You know +where the coffee machine is. You’re even pretty sure you +know what that one guy’s name is. You’re not freaking +out anymore. In fact, you’re ready to show up to work this +morning, sharpen those pencils, turn on your computer, +and then what? +This next section walks you through figuring out what to +work on. You’ll learn about how projects work, how cabals +work, and how products get out the door at Valve. + +## What to Work On + +##### Why do I need to pick my own projects? + +We’ve heard that other companies have people allocate a +percentage of their time to self- directed projects. At Valve, +that percentage is 100. +Since Valve is flat, people don’t join projects because +they’re told to. Instead, you’ll decide what to work on +after asking yourself the right questions (more on that +later). Employees vote on projects with their feet (or desk +wheels). Strong projects are ones in which people can +see demonstrated value; they staff up easily. This means +there are any number of internal recruiting efforts +constantly under way. + +``` +If you’re working here, that means you’re good at your +job. People are going to want you to work with them on +their projects, and they’ll try hard to get you to do so. But +the decision is going to be up to you. (In fact, at times +you’re going to wish for the luxury of having just one +person telling you what they think you should do, rather +than hundreds.) +``` +##### But how do I decide which things to work on? + +``` +Deciding what to work on can be the hardest part of your +job at Valve. This is because, as you’ve found out by now, +you were not hired to fill a specific job description. You +were hired to constantly be looking around for the most +valuable work you could be doing. At the end of a project, +you may end up well outside what you thought was your +core area of expertise. +There’s no rule book for choosing a project or task at +Valve. But it’s useful to answer questions like these: +``` +- Of all the projects currently under way, what’s the +most valuable thing I can be working on? +- Which project will have the highest direct impact +on our customers? How much will the work I ship +benefit them? +- Is Valve not doing something that it should be doing? +- What’s interesting? What’s rewarding? What leverages +my individual strengths the most? + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 10 – – 11 – + +``` +SETTLING IN +``` +##### How do I find out what projects are under way? + +There are lists of stuff, like current projects, but by far +the best way to find out is to ask people. Anyone, really. +When you do, you’ll find out what’s going on around the +company and your peers will also find out about you. Lots +of people at Valve want and need to know what you care +about, what you’re good at, what you’re worried about, +what you’ve got experience with, and so on. And the way +to get the word out is to start telling people all of those +things. So, while you’re getting the lay of the land by +learning about projects, you’re also broadcasting your +own status to a relevant group of people. +Got an idea for how Valve could change how we internally +broadcast project/company status? Great. Do it. In the +meantime, the chair next to anyone’s desk is always open, +so plant yourself in it often. + +##### Short-term vs. long-term goals + +Because we all are responsible for prioritizing our own +work, and because we are conscientious and anxious to be +valuable, as individuals we tend to gravitate toward projects +that have a high, measurable, and predictable return for +the company. So when there’s a clear opportunity on the +table to succeed at a near-term business goal with a clear +return, we all want to take it. And, when we’re faced with a + +``` +problem or a threat, and it’s one with a clear cost, it’s hard +not to address it immediately. +This sounds like a good thing, and it often is, but it has +some downsides that are worth keeping in mind. Specifi- +cally, if we’re not careful, these traits can cause us to race +back and forth between short-term opportunities and +threats, being responsive rather than proactive. +So our lack of a traditional structure comes with an +important responsibility. It’s up to all of us to spend effort +focusing on what we think the long-term goals of the com- +pany should be. +``` +##### Someone told me to (or not to) work on X. And + +##### they’ve been here a long time! + +``` +Well, the correct response to this is to keep thinking about +whether or not your colleagues are right. Broaden the +conversation. Hold on to your goals if you’re convinced +they’re correct. Check your assumptions. Pull more people +in. Listen. Don’t believe that anyone holds authority over +the decision you’re trying to make. They don’t; but they +probably have valuable experience to draw from, or infor- +mation/data that you don’t have, or insight that’s new. +When considering the outcome, don’t believe that anyone +but you is the “stakeholder”. You’re it. And Valve’s custom- +ers are who you’re serving. Do what’s right for them. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 12 – – 13 – + +``` +SETTLING IN +``` +``` +There are lots of stories about how Gabe has made important decisions +by himself, e.g., hiring the whole Portal 1 team on the spot after only +half of a meeting. Although there are examples, like that one, where +this kind of decision making has been successful, it’s not the norm for +Valve. If it were, we’d be only as smart as Gabe or management types, +and they’d make our important decisions for us. Gabe is the first to say +that he can’t be right nearly often enough for us to operate that way. +His decisions and requests are subject to just as much scrutiny and +skepticism as anyone else’s. (So if he tells you to put a favorite custom +knife design into Counter-Strike , you can just say no.) +``` +================================================== + +================================================== + +``` +Whatever group you’re in, whether you’re building Steam +servers, translating support articles, or making the ten- +thousandth hat for Team Fortress 2 , this applies to you. It’s +crucial that you believe it, so we’ll repeat it a few more +times in this book. +``` +##### What about all the things that I’m not getting done? + +``` +It’s natural in this kind of environment to constantly feel +like you’re failing because for every one task you decide +to work on, there will be dozens that aren’t getting your +attention. Trust us, this is normal. Nobody expects you +to devote time to every opportunity that comes your way. +Instead, we want you to learn how to choose the most +important work to do. +``` +##### How does Valve decide what to work on? + +``` +The same way we make other decisions: by waiting for +someone to decide that it’s the right thing to do, and then +letting them recruit other people to work on it with them. +We believe in each other to make these decisions, and this +faith has proven to be well-founded over and over again. +But rather than simply trusting each other to just be +smart, we also constantly test our own decisions. Whenever +we move into unknown territory, our findings defy our own +predictions far more often than we would like to admit. +We’ve found it vitally important to, whenever possible, +not operate by using assumptions, unproven theories, or +folk wisdom. +This kind of testing takes place across our business, from +game development to hiring, to selling games on Steam. +Luckily, Steam is a fantastic platform for business learn- +ing. It exists to be an entertainment/service platform for +our customers, and as such it also is a conduit for constant +communication between us and them. +Accepted truisms about sales, marketing, regionality, sea- +sonality, the Internet, purchasing behavior, game design, +economics, and recruiting, etc., have proven wrong surpris- +ingly often. So we have learned that when we take nearly +any action, it’s best to do so in a way that we can measure, +predict outcomes, and analyze results. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 14 – – 15 – + +``` +SETTLING IN +``` +Recruiting can be a difficult process to instrument and +measure. Although we have always tried to be highly ratio- +nal about how we hire people, we’ve found much room +for improvement in our approach over the years. We have +made significant strides toward bringing more predict- +ability, measurement, and analysis to recruiting. A process +that many assume must be treated only as a “soft” art +because it has to do with humans, personalities, language, +and nuance, actually has ample room for a healthy dose +of science. We’re not turning the whole thing over to +robots just yet though _(see “Hiring ,” on page 43)_. + +##### Can I be included the next time Valve is deciding X? + +Yes. There’s no secret decision-making cabal. No matter +what project, you’re already invited. All you have to do is +either (1) Start working on it, or (2) Start talking to all the +people who you think might be working on it already and +find out how to best be valuable. You will be welcomed— +there is no approval process or red tape involved. Quite the +opposite—it’s your job to insert yourself wherever you think +you should be. + +## Teams, Hours, and the Office + +##### Cabals + +``` +Cabals are really just multidisciplinary project teams. We’ve +self- organized into these largely temporary groups since +the early days of Valve. They exist to get a product or large +feature shipped. Like any other group or effort at the +company, they form organically. People decide to join the +group based on their own belief that the group’s work is +important enough for them to work on. +================================================== +``` +``` +================================================== +``` +``` +Fig. 2- +``` +``` +For reference, read the article on cabals by Ken Birdwell. It describes +where cabals came from and what they meant to us early on: +http://tinyurl.com/ygam86p. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 16 – – 17 – + +``` +SETTLING IN +``` +##### Team leads + +Often, someone will emerge as the “lead” for a project. +This person’s role is not a traditional managerial one. +Most often, they’re primarily a clearinghouse of informa- +tion. They’re keeping the whole project in their head at +once so that people can use them as a resource to check +decisions against. The leads serve the team, while acting +as centers for the teams. + +##### Structure happens + +Project teams often have an internal structure that forms +temporarily to suit the group’s needs. Although people at +Valve don’t have fixed job descriptions or limitations on +the scope of their responsibility, they can and often do +have clarity around the definition of their “job” on any +given day. They, along with their peers, effectively create a +job description that fits the group’s goals. That description +changes as requirements change, but the temporary struc- +ture provides a shared understanding of what to expect +from each other. If someone moves to a different group or +a team shifts its priorities, each person can take on a com- +pletely different role according to the new requirements. +Valve is not averse to all organizational structure—it +crops up in many forms all the time, temporarily. But +problems show up when hierarchy or codified divisions of + +``` +labor either haven’t been created by the group’s members +or when those structures persist for long periods of time. +We believe those structures inevitably begin to serve their +own needs rather than those of Valve’s customers. The +hierarchy will begin to reinforce its own structure by hiring +people who fit its shape, adding people to fill subordinate +support roles. Its members are also incented to engage in +rent-seeking behaviors that take advantage of the power +structure rather than focusing on simply delivering value +to customers. +``` +##### Hours + +``` +While people occasionally choose to push themselves to +work some extra hours at times when something big is +going out the door, for the most part working overtime for +extended periods indicates a fundamental failure in plan- +ning or communication. If this happens at Valve, it’s a sign +that something needs to be reevaluated and corrected. If +you’re looking around wondering why people aren’t in +“crunch mode,” the answer’s pretty simple. The thing we +work hardest at is hiring good people, so we want them to +stick around and have a good balance between work and +family and the rest of the important stuff in life. +If you find yourself working long hours, or just generally +feel like that balance is out of whack, be sure to raise the +(cont’d on page 19 ) +``` + +#### A Timeline of Valve’s History + +``` +Valve is formed in Kirkland, WA, +by Gabe Newell and Mike Harrington. +``` +``` +1996 +``` +``` +Formation papers are signed on the +same day as Gabe’s wedding. +Quake engine license is acquired +from id Software. +Production commences on the game +soon to be known as Half-Life (HL). +``` +``` +Production commences on Valve’s +second game, Prospero. +Valve recruits and hires two game +teams, including the first international +employee from the UK. +``` +``` +1997 +``` +``` +Gabe promises that if HL becomes +the #1- selling game, the company +will take everyone on vacation. +After internal review, HL deemed +not good enough to ship. +``` +(^) and essentially starts over. **_HL_** team returns to the drawing board +**_Prospero_** permanently shelved. + +- 19 – HFNE:96:97::01 **VALVE** + +``` +step 1. Unplug cords from wall +step 2. Move your desk +step 3. Plug cords back into wall +step 4. Get back to work +``` +### Fig. 2-2 Method to move your desk + +``` +1. +3. +``` +``` +2. +4. +``` +**VALVE** METHOD DIAG. 1 + + +``` +1999 2000 2001 +``` +``` +Valve establishes a pattern +of supporting the best +mods and occasionally +acquiring them. +``` +``` +Half-Life: Opposing Force +is released. +Expansion pack follows events in Black Mesa +from the viewpoint of an invading soldier. +``` +``` +Team Fortress Classic +is released. +``` +``` +Mike Harrington amicably +dissolves his partnership +with Gabe Newell, leaving +Newell as the sole head of +Valve Corporation. +``` +``` +Counter-Strike (CS) +is released. +``` +``` +Ricochet is released. +``` +Robin Walker demonstrates to the mod community how (^) +a game can be created quickly and easily with +Valve’s SDK. +**_CS_** soon becomes the +world’s #1 premier online +action game. +**_Half-Life: Deathmatch +Classic_** is released. +**_Half-Life: Blue Shift_** +is released. +HFNE:99:00:01::03 **VALVE** +**_Half-Life: Day One_** OEM demo is released. +Following a certain Black Mesa Incident, the world is never the same again. +**_Half-Life_** is released. +Released as a demo bundled with the Voodoo Banshee graphics card, the OEM +release circulates far beyond its original intended audience. Valve realizes the level +of anticipation for the full game. +**1998** +TeamFortress Software Pty. Ltd. is acquired. +Creators of **_Team Fortress (TF)_** join Valve and commence work +on **_Team Fortress Classic_**. +Valve’s first company vacation to Cabo San Lucas, Mexico. +# of employees: **30** +# of children: **0 +VALVE** HFNE:98:: + + +``` +Source engine is unveiled. +``` +``` +Counter-Strike: Source (CSS) is released. +Years of work on Valve’s new Source engine technology finally come to light. +``` +``` +Counter-Strike: Condition Zero +is released. +``` +``` +Half-Life 2 (HL2) is released. +The world’s first (legal) look at the Source engine, along with the game it powers: HL. +HL2 through Steam and in retail locations. appears as the first game available both +``` +(^) **_HL2_** second Xbox title. also becomes Valve’s +**2004** +**_Half-Life: Source_** is released. +The original **_HL_** gets a visual upgrade. +HFNE:04::05 **VALVE** +Valve outgrows its original Kirkland +office space and moves to down- +town Bellevue, WA. +**2002** +Steam is announced at GDC. +Valve’s Steam offers to third parties its new suite of tools and services, which +it had originally built to service its own games like **_HL_** and **_CS_**. +**_Valve Anti-Cheat (VAC)_** is released. +In a field where rampant online cheating ruins the experience for many customers, +Valve aggressively addresses the issue. +**2003** +**_Half-Life 2 (HL2)_** source code +is stolen. +(^) steal and disperse the code base for A thief infiltrates Valve’s network to +the still-in-production **_HL_**. +Years of speculation regarding the Borealis and Kraken Base begin... +Steam is released. +**_Day of Defeat_** is released. +A popular mod gets full Valve support, becoming one of its stalwart products. +**_CS_** is released as Valve’s first Xbox title. +**VALVE** HFNE:02:03:: + + +``` +Steamworks is unveiled, making the +business and technical tools of the +Steam platform available to third- +party developers free of charge. +Steam hits over 20 million users +and over 500 games. +``` +``` +2008 +``` +``` +TF2 gets major class updates for Medic, +Pyro, and Heavy characters. +These updates are delivered via Steam to all TF2 customers. +``` +``` +2009 +``` +``` +Steam ships its first downloadable +content update for indie game +The Maw. +Steam Cloud is released, offering +seamless online storage of any file +types, including saved games, +configuration files, etc. +``` +``` +LEFT 4 DEAD 2 +is released. +Presale numbers are the biggest yet for a +Valve game. +``` +``` +Steam hits over 25 million users +and over 1,000 games. +TF2 releases The Sniper vs Spy Update , +followed by outright WAR! +``` +(^) increase rapidly: more than 280 After this release, the **_TF2_** updates +have shipped in total. +**_TF2_** ships its first hat. +HFNE:08:09::07 **VALVE** +(^20052006) **_Left 4 Dead_** is released. +**2007** +First third-party games are +released on Steam. +A landmark in digital distribution, Steam +gives PC developers an alternative to retail +for their games. +**_Half-Life 2: Lost Coast_** +tech demo is released. +Supported by the first version of Valve’s popular +developer commentary. +**_Half-Life 2: Episode One_** +is released. +Valve’s first experiment in episodic storytelling. +**_Half-Life Deathmatch: +Source_** is released. +**_Team Fortress 2 (TF2)_** long-awaited sequel to the , the +classic multiplayer game. +**_Half Life 2: Episode Two_** raising the bar for emotional — +storytelling. +**_Portal_** an instant classic.—hailed worldwide as +**_The Orange Box_** is released +with two previously-released +titles and three new products: +**_Day of Defeat: Source_** +is released. +Valve hires six students +from DigiPen Institute of +Technology after seeing +their demo of the game, +_Narbacular Drop_. +Steam Community is released +with the first wave of features +designed to help friends +connect and socialize via +the Steam platform. +Steam reaches 15 million +active users, playing over +200 games. +**VALVE** HFNE:05:06:07:: + + +``` +In 2012, Valve heads to the +Big Island of Hawaii for its +10th company vacation. +# of employees: 293 +# of children: 185 +``` +``` +2010 2011 2012 +``` +``` +Valve moves to a more +expansive location in +Bellevue, WA. +``` +``` +Valve announces that +Steam and Source will be +available for Macintosh. +``` +``` +Portal 2 debuts on multiple +platforms to critical acclaim. +``` +``` +Valve’s 44th international hire +clears immigration—this time +from Germany. +``` +``` +Q1: New employee handbook +rolls off press. +``` +``` +Valve announces Portal 2 +is launching in 2011. +``` +``` +Valve begins development +of Dota 2. +``` +``` +Dota 2 premieres at +Gamescom in Cologne, +Germany, with the +first annual Dota 2 +championship. +``` +``` +What’s next? You tell us... +``` +**VALVE** HFNE:10:11:12::08 – 19 – + +``` +SETTLING IN +``` +``` +issue with whomever you feel would help. Dina loves to force +people to take vacations, so you can make her your first stop. +``` +##### The office + +``` +Sometimes things around the office can seem a little too +good to be true. If you find yourself walking down the +hall one morning with a bowl of fresh fruit and Stump- +town-roasted espresso, dropping off your laundry to be +washed, and heading into one of the massage rooms, don’t +freak out. All these things are here for you to actually use. +And don’t worry that somebody’s going to judge you for +taking advantage of it—relax! And if you stop on the way +back from your massage to play darts or work out in the +Valve gym or whatever, it’s not a sign that this place is going +to come crumbling down like some 1999-era dot-com start- +up. If we ever institute caviar-catered lunches, though, then +maybe something’s wrong. Definitely panic if there’s caviar. +``` + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 20 – – 21 – + +``` +SETTLING IN +``` +``` +Fig. 2- +``` +## Risks + +##### What if I screw up? + +Nobody has ever been fired at Valve for making a mistake. +It wouldn’t make sense for us to operate that way. Providing +the freedom to fail is an important trait of the company— +we couldn’t expect so much of individuals if we also penal- +ized people for errors. Even expensive mistakes, or ones +which result in a very public failure, are genuinely looked at +as opportunities to learn. We can always repair the mistake +or make up for it. +Screwing up is a great way to find out that your assump- +tions were wrong or that your model of the world was a +little bit off. As long as you update your model and move +forward with a better picture, you’re doing it right. Look +for ways to test your beliefs. Never be afraid to run an ex- +periment or to collect more data. +It helps to make predictions and anticipate nasty out- +comes. Ask yourself “what would I expect to see if I’m +right?” Ask yourself “what would I expect to see if I’m +wrong?” Then ask yourself “what do I see?” If something +totally unexpected happens, try to figure out why. +There are still some bad ways to fail. Repeating the same +mistake over and over is one. Not listening to customers or +peers before or after a failure is another. Never ignore the +evidence; particularly when it says you’re wrong. + + +- 23 – + +``` +SETTLING IN +``` +``` +Fig. 2- +``` +##### But what if we ALL screw up? + +``` +So if every employee is autonomously making his or +her own decisions, how is that not chaos? How does +Valve make sure that the company is heading in the +right direction? When everyone is sharing the steering +wheel, it seems natural to fear that one of us is going +to veer Valve’s car off the road. +Over time, we have learned that our collective ability +to meet challenges, take advantage of opportunity, and +respond to threats is far greater when the responsibility +for doing so is distributed as widely as possible. Namely, +to every individual at the company. +We are all stewards of our long-term relationship with +our customers. They watch us, sometimes very publicly, +``` +### Fig. 2-4 Methods to find out what’s going on + +``` +step 1. Talk to someone in a meeting +step 2. Talk to someone in the elevator +step 3. Talk to someone in the kitchen +step 4. Talk to someone in the bathroom +``` +``` +1. +``` +``` +3. +``` +``` +2. +``` +``` +4. +``` +**VALVE** METHOD DIAG. 2 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 24 – + +## How Am I Doing? + +# 3 + +make mistakes. Sometimes they get angry with us. But +because we always have their best interests at heart, there’s +faith that we’re going to make things better, and that if +we’ve screwed up today, it wasn’t because we were trying +to take advantage of anyone. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 26 – – 27 – + +``` +HOW AM I DOING? +``` +``` +prescriptive, and designed to be put to use by the person +you’re talking about. +The feedback is then gathered, collated, anonymized, +and delivered to each reviewee. Making the feedback +anonymous definitely has pros and cons, but we think it’s +the best way to get the most useful information to each +person. There’s no reason to keep your feedback about +someone to yourself until peer review time if you’d like to +deliver it sooner. In fact, it’s much better if you do so often, +and outside the constraints of official peer reviews. +When delivering peer review feedback, it’s useful to keep +in mind the same categories used in stack ranking because +they concretely measure how valuable we think someone is. +``` +##### Stack ranking (and compensation) + +``` +The other evaluation we do annually is to rank each other +against our peers. Unlike peer reviews, which generate +information for each individual, stack ranking is done in +order to gain insight into who’s providing the most value at +the company and to thereby adjust each person’s compen- +sation to be commensurate with his or her actual value. +Valve pays people very well compared to industry norms. +Our profitability per employee is higher than that of +Google or Amazon or Microsoft, and we believe strongly +that the right thing to do in that case is to put a maximum +``` +## Your Peers and Your Performance + +We have two formalized methods of evaluating each other: +peer reviews and stack ranking. Peer reviews are done in +order to give each other useful feedback on how to best +grow as individual contributors. Stack ranking is done +primarily as a method of adjusting compensation. Both +processes are driven by information gathered from each +other—your peers. + +##### Peer reviews + +We all need feedback about our performance—in order +to improve, and in order to know we’re not failing. Once +a year we all give each other feedback about our work. +Outside of these formalized peer reviews, the expectation +is that we’ll just pull feedback from those around us when- +ever we need to. +There is a framework for how we give this feedback to +each other. A set of people (the set changes each time) +interviews everyone in the whole company, asking who +each person has worked with since the last round of peer +reviews and how the experience of working with each +person was. The purpose of the feedback is to provide +people with information that will help them grow. That +means that the best quality feedback is directive and + + +- 29 – + +``` +HOW AM I DOING? +``` +``` +amount of money back into each employee’s pocket. Valve +does not win if you’re paid less than the value you create. +And people who work here ultimately don’t win if they get +paid more than the value they create. +So Valve’s goal is to get your compensation to be “cor- +rect.” We tend to be very flexible when new employees are +joining the company, listening to their salary requirements +and doing what we can for them. Over time, compensation +gets adjusted to fit an employee’s internal peer-driven valu- +ation. That’s what we mean by “correct”—paying someone +what they’re worth (as best we can tell using the opinions +of peers). +``` +``` +The removal of bias is of the utmost importance to Valve in +this process. We believe that our peers are the best judges +of our value as individuals. Our flat structure eliminates +some of the bias that would be present in a peer-ranking +system elsewhere. The design of our stack-ranking process +is meant to eliminate as much as possible of the remainder. +``` +``` +================================================== +``` +``` +================================================== +``` +``` +If you think your compensation isn’t right for the work you do, then +you should raise the issue. At Valve, these conversations are surprisingly +easy and straightforward. Adjustments to compensation usually occur +within the process described here. But talking about it is always the +right thing if there’s any issue. Fretting about your level of compensa- +tion without any outside information about how it got set is expensive +for you and for Valve. +``` +### Fig. 3-1 Method to working without a boss + +``` +step 1. Come up with a bright idea +step 2. Tell a coworker about it +step 3. Work on it together +step 4. Ship it! +``` +``` +1. +``` +``` +3. +``` +``` +2. +``` +``` +4. +``` +**VALVE** METHOD DIAG. 3 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 30 – Fig. 3-2 + +Each project/product group is asked to rank its own +members. (People are not asked to rank themselves, so we +split groups into parts, and then each part ranks people +other than themselves.) The ranking itself is based on the +following four metrics: + +**1. Skill Level/Technical Ability** +How difficult and valuable are the kinds of problems +you solve? How important/critical of a problem can you +be given? Are you uniquely capable (in the company? +industry?) of solving a certain class of problem, deliver- +ing a certain type of art asset, contributing to design, +writing, or music, etc.? +**2. Productivity/Output** +How much shippable (not necessarily shipped to outside +customers), valuable, finished work did you get done? +Working a lot of hours is generally not related to produc- +tivity and, after a certain point, indicates inefficiency. +It is more valuable if you are able to maintain a sensible +work/life balance and use your time in the office effi- +ciently, rather than working around the clock. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 32 – – 33 – + +``` +HOW AM I DOING? +``` +``` +By choosing these categories and basing the stack ranking +on them, the company is explicitly stating, “This is what +is valuable.” We think that these categories offer a broad +range of ways you can contribute value to the company. +Once the intra-group ranking is done, the information +gets pooled to be company-wide. We won’t go into that +methodology here. There is a wiki page about peer feedback +and stack ranking with some more detail on each process. +``` +**3. Group Contribution** +How much do you contribute to studio process, hiring, +integrating people into the team, improving workflow, +amplifying your colleagues, or writing tools used by +others? Generally, being a group contributor means +that you are making a tradeoff versus an individual +contribution. Stepping up and acting in a leadership +role can be good for your group contribution score, +but being a leader does not impart or guarantee a +higher stack rank. It is just a role that people adopt +from time to time. +**4. Product Contribution** +How much do you contribute at a larger scope than your +core skill? How much of your work matters to the prod- +uct? How much did you influence correct prioritization +of work or resource trade-offs by others? Are you good +at predicting how customers are going to react to deci- +sions we’re making? Things like being a good playtester +or bug finder during the shipping cycle would fall into +this category. + + +## Choose Your + +## Own Adventure + +# 4 + +``` +step 1. Find someone to watch your cats +step 2. Board our chartered flight +step 3. Relax by the pool +step 4. Relax by the pool some more +``` +### Fig. 3-3 Method to taking the company trip + +``` +1. +3. +``` +``` +2. +4. +``` +**VALVE** METHOD DIAG. 4 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 36 – – 37 – + +``` +CHOOSE YOUR OWN ADVENTURE +``` +``` +who interact with others outside the company call them- +selves by various titles because doing so makes it easier to +get their jobs done. +Inside the company, though, we all take on the role that +suits the work in front of us. Everyone is a designer. Every- +one can question each other’s work. Anyone can recruit +someone onto his or her project. Everyone has to function +as a “strategist,” which really means figuring out how to do +what’s right for our customers. We all engage in analysis, +measurement, predictions, evaluations. +One outward expression of these ideals is the list of +credits that we put in our games—it’s simply a long list of +names, sorted alphabetically. That’s it. This was intentional +when we shipped Half-Life , and we’re proud to continue +the tradition today. +``` +##### Advancement vs. growth + +``` +Because Valve doesn’t have a traditional hierarchical +structure, it can be confusing to figure out how Valve fits +into your career plans. “Before Valve, I was an assistant +technical second animation director in Hollywood. I had +planned to be a director in five years. How am I supposed +to keep moving forward here?” +Working at Valve provides an opportunity for extremely +efficient and, in many cases, very accelerated, career +``` +Fig. 4-1 + +## Your First Six Months + +You’ve solved the nuts-and-bolts issues. Now you’re moving +beyond wanting to just be productive day to day —you’re +ready to help shape your future, and Valve’s. Your own +professional development and Valve’s growth are both now +under your control. Here are some thoughts on steering +both toward success. + +##### Roles + +By now it’s obvious that roles at Valve are fluid. Tradition- +ally at Valve, nobody has an actual title. This is by design, to +remove organizational constraints. Instead we have things +we call ourselves, for convenience. In particular, people + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 38 – – 39 – + +``` +CHOOSE YOUR OWN ADVENTURE +``` +``` +Most people who fit well at Valve will be better- +positioned after their time spent here than they could +have been if they’d spent their time pretty much +anywhere else. +``` +##### Putting more tools in your toolbox + +``` +The most successful people at Valve are both (1) highly +skilled at a broad set of things and (2) world-class experts +within a more narrow discipline. (See “T-shaped” people on +page 46.) Because of the talent diversity here at Valve, it’s +often easier to become stronger at things that aren’t your +core skill set. +``` +##### Engineers: code is only the beginning + +``` +If you were hired as a software engineer, you’re now sur- +rounded by a multidisciplinary group of experts in all kinds +of fields—creative, legal, financial, even psychological. +Many of these people are probably sitting in the same room +as you every day, so the opportunities for learning are huge. +Take advantage of this fact whenever possible: the more +you can learn about the mechanics, vocabulary, and analysis +within other disciplines, the more valuable you become. +``` +##### Non-Engineers: program or be programmed + +``` +Valve’s core competency is making software. Obviously, +``` +growth. In particular, it provides an opportunity to broaden +one’s skill set well outside of the narrow constraints that +careers can have at most other companies. +So the “growth ladder” is tailored to you. It operates +exactly as fast as you can manage to grow. You’re in charge + +of your track, and you can elicit help with it anytime from +those around you. F Y I , we usually don’t do any formalized +employee “development” (course work, mentor assign- +ment), because for senior people it’s mostly not effective. +We believe that high-performance people are generally +self-improving. + +``` +Fig. 4-2 +``` + +## Valve Is Growing + +# 5 + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 40 – + +different disciplines are part of making our products, but +we’re still an engineering-centric company. That’s +because the core of the software-building process is +engineering. As in, writing code. If your expertise is +not in writing code, then every bit of energy you put +into understanding the code-writing part of making +software is to your (and Valve’s) benefit. You don’t +need to become an engineer, and there’s nothing +that says an engineer is more valuable than you. But +broadening your awareness in a highly technical +direction is never a bad thing. It’ll either increase +the quality or quantity of bits you can put “into boxes,” +which means affecting customers more, which means +you’re valuable. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 42 – – 43 – + +``` +VALVE IS GROWING +``` +``` +We do not have a growth goal. We intend to continue +hiring the best people as fast as we can, and to continue +scaling up our business as fast as we can, given our existing +staff. Fortunately, we don’t have to make growth decisions +based on any external pressures—only our own business +goals. And we’re always free to temper those goals with the +long-term vision for our success as a company. Ultimately, +we win by keeping the hiring bar very high. +``` +##### Hiring + +``` +Fig. 5-1 +``` +## Your Most Important Role + +Concepts discussed in this book sound like they might work +well at a tiny start-up, but not at a hundreds-of-people-plus- +billions-in-revenue company. The big question is: Does all +this stuff scale? +Well, so far, yes. And we believe that if we’re careful, it +will work better and better the larger we get. This might +seem counterintuitive, but it’s a direct consequence of +hiring great, accomplished, capable people. Getting this +to work right is a tricky proposition, though, and depends +highly on our continued vigilance in recruiting/hiring. +If we start adding people to the company who aren’t as +capable as we are at operating as high-powered, self- +directed, senior decision makers, then lots of the stuff +discussed in this book will stop working. +One thing that’s changing as we grow is that we’re not +great at disseminating information to everyone anymore +_(see “What is Valve_ not _good at?,” on page 52)_. +On the positive side, our profitability per employee is +going up, so by that measure, we’re certainly scaling correctly. +Our rate of hiring growth hovered between 10 and 15 +percent per year, for years. In 2010, we sped up, but only to +about 20 percent per year. 2011 kept up this new pace, +largely due to a wave of hiring in Support. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 44 – – 45 – + +``` +VALVE IS GROWING +``` +``` +adding a great person can create value across the whole +company. Missing out on hiring that great person is likely +the most expensive kind of mistake we can make. +Usually, it’s immediately obvious whether or not we’ve +done a great job hiring someone. However, we don’t have +the usual checks and balances that come with having +managers, so occasionally it can take a while to understand +whether a new person is fitting in. This is one downside of +the organic design of the company—a poor hiring decision +can cause lots of damage, and can sometimes go unchecked +for too long. Ultimately, people who cause damage always +get weeded out, but the harm they do can still be significant. +``` +##### How do we choose the right people to hire? + +``` +An exhaustive how-to on hiring would be a handbook of +its own. Probably one worth writing. It’d be tough for us to +capture because we feel like we’re constantly learning really +important things about how we hire people. In the mean- +time, here are some questions we always ask ourselves when +evaluating candidates: +``` +- Would I want this person to be my boss? +- Would I learn a significant amount from him or her? +- What if this person went to work for our competition? +Across the board, we value highly collaborative people. +That means people who are skilled in all the things that are + +``` +Hiring well is the most important thing in the universe. +Nothing else comes close. It’s more important than breath- +ing. So when you’re working on hiring—participating in +an interview loop or innovating in the general area of +recruiting—everything else you could be doing is stupid +and should be ignored! +When you’re new to Valve, it’s super valuable to start +being involved in the interview process. Ride shotgun with +people who’ve been doing it a long time. In some ways, our +interview process is similar to those of other companies, +but we have our own take on the process that requires +practice to learn. We won’t go into all the nuts and bolts in +this book—ask others for details, and start being included +in interview loops. +``` +##### Why is hiring well so important at Valve? + +``` +At Valve, adding individuals to the organization can influ- +ence our success far more than it does at other companies +—either in a positive or negative direction. Since there’s +no organizational compartmentalization of people here, +``` +**Bring your friends.** One of the most valuable things you can do as a +new employee is tell us who else you think we should hire. Assuming +that you agree with us that Valve is the best place to work on Earth, +then tell us about who the best people are on Earth, so we can bring +them here. If you don’t agree yet, then wait six months and ask +yourself this question again. +================================================== + +================================================== + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 46 – – 47 – + +``` +VALVE IS GROWING +``` +``` +We’re looking for people stronger than ourselves. +When unchecked, people have a tendency to hire others +who are lower-powered than themselves. The questions +listed above are designed to help ensure that we don’t +start hiring people who are useful but not as powerful +as we are. We should hire people more capable than +ourselves, not less. +In some ways, hiring lower-powered people is a natural +response to having so much work to get done. In these +conditions, hiring someone who is at least capable seems +(in the short term) to be smarter than not hiring anyone at +all. But that’s actually a huge mistake. We can always bring +``` +``` +Fig. 5-2 +``` +integral to high-bandwidth collaboration—people who can +deconstruct problems on the fly, and talk to others as they +do so, simultaneously being inventive, iterative, creative, +talkative, and reactive. These things actually matter far more +than deep domain-specific knowledge or highly developed +skills in narrow areas. This is why we’ll often pass on candi- +dates who, narrowly defined, are the “best” at their chosen +discipline. +Of course it’s not quite enough to say that a candidate +should collaborate well—we also refer to the same four +metrics that we rely on when evaluating each other to evalu- +ate potential employees _(See “Stack ranking,” on page 27)_. + +**We value “T-shaped” people.** +That is, people who are both generalists (highly skilled at +a broad set of valuable things—the top of the T) and also +experts (among the best in their field within a narrow disci- +pline—the vertical leg of the T). +This recipe is important for success at Valve. We often +have to pass on people who are very strong generalists with- +out expertise, or vice versa. An expert who is too narrow has +difficulty collaborating. A generalist who doesn’t go deep +enough in a single area ends up on the margins, not really +contributing as an individual. + + +- 48 – – 49 – + +``` +VALVE IS GROWING +``` +``` +Q: If all this stuff has worked well for us, why doesn’t every company +work this way? +A: Well, it’s really hard. Mainly because, from day one, it requires a +commitment to hiring in a way that’s very different from the way most +companies hire. It also requires the discipline to make the design of +the company more important than any one short-term business goal. +And it requires a great deal of freedom from outside pressure—being +self-funded was key. And having a founder who was confident enough +to build this kind of place is rare, indeed. +Another reason that it’s hard to run a company this way is that it +requires vigilance. It’s a one-way trip if the core values change, and +maintaining them requires the full commitment of everyone— +especially those who’ve been here the longest. For “senior” people +at most companies, accumulating more power and/or money over +time happens by adopting a more hierarchical culture. +``` +``` +================================================== +``` +``` +================================================== +``` +on temporary/contract help to get us through tough spots, +but we should never lower the hiring bar. The other reason +people start to hire “downhill” is a political one. At most +organizations, it’s beneficial to have an army of people +doing your bidding. At Valve, though, it’s not. You’d +damage the company and saddle yourself with a broken +organization. Good times! + +**Hiring is fundamentally the same across all disciplines.** +There are not different sets of rules or criteria for engi- +neers, artists, animators, and accountants. Some details are +different—like, artists and writers show us some of their +work before coming in for an interview. But the actual +interview process is fundamentally the same no matter who +we’re talking to. +“With the bar this high, would I be hired today?” That’s +a good question. The answer might be no, but that’s actu- +ally awesome for us, and we should all celebrate if it’s true +because it means we’re growing correctly. As long as you’re +continuing to be valuable and having fun, it’s a moot +point, really. + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` + +## Epilogue + +# 6 + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 52 – – 53 – + +``` +EPILOGUE +``` +## What Happens When All This Stuff + +## Doesn’t Work? + +``` +Sometimes, the philosophy and methods outlined in this +book don’t match perfectly with how things are going day +to day. But we’re confident that even when problems persist +for a while, Valve roots them out. +As you see it, are there areas of the company in which +the ideals in this book are realized more fully than others? +What should we do about that? Are those differences a +good thing? What would you change? This handbook +describes the goals we believe in. If you find yourself in +a group or project that you feel isn’t meeting these goals, +be an agent of change. Help bring the group around. +Talk about these goals with the team and/or others. +``` +## What Is Valve Not Good At? + +The design of the company has some downsides. We usu- +ally think they’re worth the cost, but it’s worth noting that +there are a number of things we wish we were better at: + +- Helping new people find their way. We wrote this +book to help, but as we said above, a book can only +go so far. +- Mentoring people. Not just helping new people figure +things out, but proactively helping people to grow +in areas where they need help is something we’re +organizationally not great at. Peer reviews help, but +they can only go so far. +- Disseminating information internally. +- Finding and hiring people in completely new +disciplines (e.g., economists! industrial designers!). +- Making predictions longer than a few months out. +- We miss out on hiring talented people who prefer to +work within a more traditional structure. Again, this +comes with the territory and isn’t something we should +change, but it’s worth recognizing as a self-imposed +limitation. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 54 – – 55 – + +### Glossary + +``` +Jargon. Lingo. Code words. +14-Year-Old Boy —If you see one running your project, don’t worry. That’s +actually 57-year-old Josh Weier (see Josh Weier). If you have any extra stem +cells, give them to him! He bathes in them daily. +Australia —A place that’s either very near or is New Zealand where more +than half of Valve’s employees were born. +City of Seattle —Where Valve’s founders promised we’d locate our office +before pulling a massive bait and switch to the Eastside (see also Greg Coomer). +Coffee Machine, Right-hand Dispenser —The dispenser in all coffee +machines at Valve that holds the decaffeinated coffee beans. To the best of +our knowledge, these have never needed to be refilled. For all we know, the +beans are decorative plastic. +Company Vacation —Every year, the company gathers all the employees and +our families, flies us somewhere tropical, and gives us a free weeklong +vacation. Popular pastimes include beard contests, snorkeling, ice cream +socials, jet skiing, or just sitting on the beach chatting with the locals about +how many googly-eyed seashells you should buy from them. (Your feeling: +none. Their counteroffer: Just buy five then.) +Empty Shelf on Fifth Floor —Place we’re planning on putting all those +awards for Ricochet once the gaming world finally catches up with it. +Fishbowl— The conference room by the lunchroom. The one with a big +glass wall. Don’t let the name throw you—we don’t actually use it as a +fishbowl! Except, of course, on Fishbowl Fridays, where we fill it up with ten +thousand gallons of putrid saltwater so that all the manta rays and sharks +will have something to breathe while they fight to the death. You won’t see +it in your list of benefits, not because it isn’t fun, but because it is illegal. +Freight Elevator — (See “Method to move your desk,” on page 18.) +Gabe Newell —Of all the people at this company who aren’t your boss, +Gabe is the MOST not your boss, if you get what we’re saying. +``` +## Where Will You Take Us? + +Valve will be a different company a few years from now +because you are going to change it for the better. We can’t +wait to see where you take us. The products, features, and +experiences that you decide to create for customers are +the things that will define us. +Whether it’s a new game, a feature in Steam, a way to +save customers money, a painting that teaches us what’s +beautiful, something that protects us from legal threats, +a new typeface, an idea for how to be healthier while we +work, a new hat-making tool for _TF2_ , a spectacular ani- +mation, a new kind of test that lets us be smarter, a game +controller that can tell whether you’re scared or a toy that +makes four-year-olds laugh, or (more likely) something +nobody’s thought of yet—we can’t wait to see what kind +of future you choose to build at Valve. + + +``` +VALVE: HANDBOOK FOR NEW EMPLOYEES +``` +- 56 – + +**Greg Coomer** —The only person who cares or remembers that somebody +once might have said we’d move to Seattle. +**Knives** —That which one can never own enough of. A vast collection of +them is in no way a Freudian compensation. +**Manager** —The kind of people we don’t have any of. So if you see one, tell +somebody, because it’s probably the ghost of whoever was in this building +before us. Whatever you do, don’t let him give you a presentation on +paradigms in spectral proactivity. +**Mann Co.** —Maker of square, unsafe products for men that occasionally +catch on fire, and more occasionally, work as advertised. Owned and +operated by Saxton Hale _(see Australia)_. +**Parking Garage Elevators** —Autonomous hostage-taking devices with a will +of their own. Beware. +**Playtesting** —What we do early and often. And loudly, if Karen is the tester. +**Ponies** —The animals most beloved by those away from their computers, +and most despised by people who prefer to hear jokes just once. +**Scorpions, Poison, Queen** —Repeated exposure to our bathrooms’ Pavlov- +ian rock block soundtrack will ensure that you’ll never be able to relieve +yourself again unless someone hums “Rock You like a Hurricane.” +**Shitty Wizard** —Person responsible for all _Dota 2_ bugs. _Aka_ Finol. +**Talk Alias** —Marc Laidlaw’s internal blog. +**(Un)weighted Companion Pillow** —The thing Erik Wolpaw carries around +with him and covers his mouth with after others have sat on it. +**Valve Activities** —You will learn to love blacksmithing. +**Josh Weier** —Variously pronounced “Josh Weere,” “Josh Wire,” “Josh +Woe-Rue,” “Josh wuhh...[trailing off],” and “Josh Joshington” by those of us +who stopped caring. They’re all equally valid! +**WFH** —Working From Home. What to do if a single snowflake falls out of +the sky. + + + diff --git a/content/charters.turnsys.com/pages/11.Handbook.Board.Charters.HFNOC-Committee-Charter/default.md b/content/charters.turnsys.com/pages/11.Handbook.Board.Charters.HFNOC-Committee-Charter/default.md new file mode 100644 index 0000000..f8c24d0 --- /dev/null +++ b/content/charters.turnsys.com/pages/11.Handbook.Board.Charters.HFNOC-Committee-Charter/default.md @@ -0,0 +1,9 @@ +--- +title: 'High Flight Network Operating CoOp - Committe Charter' +menu: 'High Flight Network Operating CoOp - Committe Charter' +--- + + +# High Flight Network Operating CoOp - Committe Charter + +To be written soon diff --git a/content/charters.turnsys.com/pages/110.Handbook.SourceMaterial.people.benefits/default.md b/content/charters.turnsys.com/pages/110.Handbook.SourceMaterial.people.benefits/default.md new file mode 100644 index 0000000..52bc866 --- /dev/null +++ b/content/charters.turnsys.com/pages/110.Handbook.SourceMaterial.people.benefits/default.md @@ -0,0 +1,66 @@ +--- +title: 'Pension and 401k contributions' +menu: 'Pension and 401k contributions' +--- + +--- +title: Benefits +sidebar: Handbook +showTitle: true +--- + +Beyond [pay and equity](handbook/people/compensation), we offer several additional benefits to our team. + +With everyone being distributed across the world, we do our best to provide the same benefits to everyone, but they might vary slightly by country depending on the services that are available and local regulations. + +If you have any ideas for how we can improve our benefits offering, then please let us know! + +### Pension and 401k contributions + +We are currently in the process of setting up a 401k for our US team members, and are aiming to roll this out in Q2 2021. + +In the UK, we use [Royal London](https://www.royallondon.com/) as our pension provider. Team members contribute 5% and PostHog contributes 4%, but you can opt out if you like. You can also transfer out of the plan as frequently as you like, in case you would rather manage your own private pension. + +[Deel](https://app.letsdeel.com/), our international payroll provider, is currently building a pension product for contractors as well, due for release in Q2 2021. We will aim to provide the same percentages as in the UK. + +### Private Health Insurance + +We currently provide private health insurance in the US and UK. + +In the US, our medical insurance is provided via UnitedHealthcare and managed via our payroll provider [Gusto](https://app.gusto.com/). The plan includes medical, dental and vision insurance. + +PostHog pays 75% of the premium of the platinum plan, and you pay the other 25%. The same conditions apply to added dependents. UnitedHealthcare also offers cheaper Gold and Silver plans at lower cost, which you can choose if you'd like to contribute less. The exact costs depend on factors like age - the People team can create a quote in Gusto. + +In the UK, we use [Bupa](https://www.bupa.co.uk/) for private healthcare (£100 excess per policy year) and [Medicash](https://www.medicash.org/) as our cash plan for dental and vision. Children are included for free. Both of these are taxable benefits which will affect your Personal Allowance each tax year, and you can opt out at any time with 1 month notice. + +### Mental Health Support + +We know that the world can feel a bit heavy from time to time and we want to make sure everyone gets support, if they need it. + +We launched [Spill](https://www.spill.chat/) in March 2021 to give everyone in the team access to comprehensive mental health support. Spill offers access to video therapy sessions with qualified therapists (one-off or a course), together with exercises and helpful reading materials, all integrated into Slack. They also offer a one-off ask-a-therapist feature if you don't want to commit to an entire session. + +Spill is 100% free and confidential - they do not share any personal information with PostHog about who is using the service etc. The _only_ exception is if they believe that there is a threat to a person's safety or the safety of others. + +### Unlimited Time off + +Everyone in the team has [unlimited, permissionless time off](/handbook/people/time-off). This means you won't need to ask for permission before requesting time off - our people platform [CharlieHR](https://posthog.charliehr.com/) will autoapprove your request. + +We also offer generous [parental leave](/handbook/people/time-off#parental-leave) for new parents. + +### Learning and Development + +We currently offer a [Training budget](/handbook/people/training#training-budget) and [free books](/handbook/people/training#books) - you can find more on the relevant pages. + +### Equipment and Co-working + +As we are fully remote, we provide [all equipment](/handbook/people/spending-money#equipment) you need to have an ergonomic setup at home to be as productive as possible. We provide all team members with a company card for this purpose. + +If you ever need change of scenery, we offer $200/month budget towards [coworking or café working](/handbook/people/spending-money#work-space). + +### Off-sites and Team Socials + +Ideally, we would like to meet up in person at twice a year. The team was able to meet up in Italy in September 2020, but we haven't been able to travel since, so we are planning a virtual off-site in April 2021 instead (and hopefully a real one on Autumn 2021!). + +For any work-related travel, we use [Project Wren](https://www.wren.co/) for carbon offsetting. + +We also have biweekly coffee catch-ups as a team, and we use the [Donut](https://www.donut.com/?ref=slackdirectory) Slack app to pair you up with random colleague on Slack. Simply join the #virtual-coffee channel on Slack and be paired up with someone on the team to meet for a virtual coffee/tea etc. diff --git a/content/charters.turnsys.com/pages/111.Handbook.SourceMaterial.people.feedback/default.md b/content/charters.turnsys.com/pages/111.Handbook.SourceMaterial.people.feedback/default.md new file mode 100644 index 0000000..1e1299f --- /dev/null +++ b/content/charters.turnsys.com/pages/111.Handbook.SourceMaterial.people.feedback/default.md @@ -0,0 +1,102 @@ +--- +title: 'Feedback at PostHog' +menu: 'Feedback at PostHog' +--- + +--- +title: Feedback +sidebar: Handbook +showTitle: true +--- + +## Feedback at PostHog + +Sharing and receiving feedback openly is _really_ important to us at PostHog. Part of creating a highly autonomous culture where people feel empowered is maintaining the most transparent and open flow of information that we can. + +This includes giving feedback [to each other](/handbook/company/values#step-on-toes), so we know we are working on the right things, in the right way. While giving feedback to a team member can feel awkward, especially if it is not positive or if you are talking to someone with more experience than you, we believe that it is an important part of [not letting others fail](/handbook/company/culture#dont-let-others-fail). + +'Open and honest' != 'being an asshole' - we expect feedback to be direct, but shared with good intentions and in the spirit of genuinely helping that person and PostHog as a whole to improve. Please make sure your feedback is constructive and based on observations, not _emotions_. If possible, share examples to help the feedback receiver understand the context of the feedback. + +## Full team feedback sessions + +We run full team 360 degree feedback session as part of every off-site (we usually do them every 6 months). The session gives everyone the opportunity to give and receive feedback to everyone else. + +With us growing the team, we will be splitting the session into smaller groups in the future, to ensure everyone gets the most ouf of this session. + +### Ground rules +- Everybody participates! You should have a think and prepare in advance - don't try and wing it on the day. +- Preparation includes reading our handbook about how to be a good feedback [giver](/handbook/people/feedback#how-to-give-good-feedback) and [receiver](/handbook/people/feedback#how-to-receive-feedback-well). +- Feedback to be 70% constructive - this is an opportunity to help each other to grow. +- Everyone is expected to give feedback to everyone, even if they don’t work together directly. It may be very short feedback, which is ok! +- That being said, avoid piling on and repeating feedback others have given unless you have a different perspective or can add more context. It is ok to say "+1 to what X said about Y" and move on. Do not spend 2min repeating the same point that has already been made by someone else. +- Everyone is responsible for noting down and actioning their own feedback (ie. the people team won't do this for you). + +## Performance reviews + +In addition to informal day-to-day feedback and the full team 360 degree feedback session, it is important that we enable team members to take a step back every so often and look at their performance and aspirations in a wider context. This helps us to support a team member's growth and ensure it is aligned with PostHog's needs. + +This process is intended to be self-serve. The People team will ensure the process is kicked off and recorded properly, but it is the individual team member's responsibility to run the process. If you need support, ask your manager, Eltje or Charles for help. + +We currently run performance reviews every 6 months, based on your start date. We will probably need to change this cadence as we scale, but this feels appropriate for our current stage of growth. + +### The performance review process + +1. The People team adds recurring calendar invites to the calendar of the team member and their manager to kick off the performance review process. +2. The team member will schedule a 1 hour performance review meeting with their manager. A member of the people team may sit in on the occasional feedback meeting to see how well they are working as we get up and running. +3. In advance, the team member writes up a self-assessment in [this document](https://docs.google.com/document/d/1fxP0w_gNno7Y-2Uxw4uSYCaJTpvZpDXiFZ7lFPXsDpw/edit?usp=sharing), and their manager will fill out a similar assessment in [this document](https://docs.google.com/document/d/1UbS9YkGDZsAhPsZmxRRI2g83ZuQzPwoQNQeJ7IGBm9I/edit?usp=sharing). You will likely want to include and reflect on feedback you've previously received in a full team 360 degree feedback session. +4. Afterwards, the manager communicates back to the People team that the review is complete and what next steps are needed (if any), including around any salary adjustments if the team member's Step or Level should change. The People team will store these docs on Charlie HR for future reference. + +While the 360 degree team meeetings are purely feedback-focused, you should aim to spend the bulk of the performance review looking ahead to the next 6 months (and beyond). + +Part of the review will include your [compensation](/handbook/people/compensation), as we directly link this to your level of experience and your performance. You should not, however, expect every performance review to result in a change to your Step or Level - most of the time, they won't. Additionally, you will find that your Step will change more frequently than your Level. + +### How to give good feedback + +We know that giving feedback can sometimes be difficult, so here are a few tips on how to give good feedback: + +- If something went wrong, focus on what has actually happened, not on whose fault it is. Assigning blame is not productive. +- Be as specific as you can with your feedback. An example can be helpful to give the recipient context. +- Sometimes a question can be more useful if you feel you lack the full context. For example 'I've noticed that you sometimes do X. Can you explain to me what your thought process is when you are doing that?' +- If your feedback is about behavior, focus on the behavior itself and its impact on you, rather than attacking the person's character. For example 'When you do X, it makes me feel Y. Would you be willing to do Z instead?' +- Remember that positive feedback is really important - we should reinforce and affirm the things we want that person to keep doing! + +We expect everyone to support each other by giving lots of feedback - it's not ok to stay quiet if you have something constructive to share. + +### How to receive feedback well + +If someone is making the effort to give you feedback, you should reciprocate by receiving that feedback well. Being a good feedback receiver means that people will be more inclined to give you feedback in the future, which will help you to grow! + +Here are a few tips to help you do this: + +- Assume positive intent on the part of the feedback giver. +- Try not to hear attack - listen for what is behind the words. +- It can be useful to paraphrase the feedback to ensure you have understood it correctly, or ask questions to clarify. +- You do not have to accept all feedback! However, it's probably worth taking time to reflect on it, rather than reacting in the moment. There is a difference between acknowledging feedback and disagreeing with it. + +## Full team feedback sessions + +In addition to individual performance reviews, we also hold full team feedback sessions twice a year. These are usually scheduled as part of our offsites. These are super intense and memorable, and create _much_ more trust, transparency and directness. + +### How it works + +- Everyone gives feedback to everyone else. We have tried this with first a team of 10 (worked well), and a team of 20 (valuable, but slightly too many people). +- Feedback could be anything - i.e. designers will give feedback to engineers and vice versa. +- What you do with the feedback is totally up to you - write down, then choose to accept/discard feedback. +- Repeat every 6 months. + +In the future, we will split the session into groups in order to manage time better. + +### Ground rules + +- Everybody participates! You should have a think and prepare in advance - don't try and wing it on the day. +- Preparation includes reading this page about how to be a good feedback giver and receiver. +- Aim for your feedback to be 70% constructive - this is an opportunity to help each other to grow. +- You are expected to give feedback to everyone, even if you don’t work together directly. It may be very short feedback, which is ok! +- That being said, avoid piling on and repeating feedback others have given unless you have a different perspective or can add more context. It is ok to say "+1 to what X said about Y" and move on. Do not spend 2min repeating the same point that has already been made by someone else. +- Everyone is responsible for noting down and actioning their own feedback (i.e. the People team won't do this for you). + +### How is this different from individual performance review? + +The full team session prioritises openness, breadth and transparency of feedback, as everyone gets to both give and receive feedback in front of the entire team. + +The performance review process centres on a single person for one hour, involves a smaller subset of the team, and is intended to be more of an in-depth conversation. diff --git a/content/charters.turnsys.com/pages/112.Handbook.SourceMaterial.people.hiring-process/default.md b/content/charters.turnsys.com/pages/112.Handbook.SourceMaterial.people.hiring-process/default.md new file mode 100644 index 0000000..de87d10 --- /dev/null +++ b/content/charters.turnsys.com/pages/112.Handbook.SourceMaterial.people.hiring-process/default.md @@ -0,0 +1,249 @@ +--- +title: 'Deciding to Hire' +menu: 'Deciding to Hire' +--- + +--- +title: Hiring Process +sidebar: Handbook +showTitle: true +--- + +This page will walk you through how we hire at PostHog. The goal is to have a lightweight process that optimizes for speed for the candidate, but above all for quality of the hire. + +## Deciding to Hire + +Every hire introduces complexity to the organisation and increases our burn rate. As a result, we think very carefully about each new role, and we set an extremely high bar for the people that we do hire. + +See [our Strategy page](/handbook/strategy/strategy) to find out how we are thinking about which people we should be hiring, and when. + +If we are hiring a role that we have less expertise in (e.g. a role we've never hired for before), it is worth getting an outside opinion on how to hire for this role before starting any of the below. + +## Writing the spec + +At the moment, we're not too worried about everyone on the team having really precisely defined job specs. PostHog is growing fast and job descriptions are changing rapidly so it's impossible to define a set list of tasks. + +That being said, it is important that any job spec is written with your target audience in mind, in a clear and engaging way. There are several guides on how to this ([here is a good one](https://resources.workable.com/tutorial/how-to-write-a-good-job-description)), and you can also look at previous job ads to get a feel for how we communicate about PostHog. + +Once the job ad is out there, don't be afraid to [iterate](https://posthog.com/handbook/company/culture#iteration) and improve on it given the data! You shouldn't feel constrained by your initial spec if it isn't quite working, or if PostHog's needs have evolved since you first wrote it. Bear in mind that you will need to update it everywhere it has been advertised, so it is worth putting the effort in up front to get it right. + +## Managing candidates + +We manage all of our candidates through [Workable](https://posthog.workable.com/backend) - please ask Eltje or Charles for an invite to view candidates, leave feedback, and schedule meetings. Make sure you record all candidate-related comms on Workable so we can ensure we provide all candidates with the best experience we possibly can - even if they are unsuccessful, they should come away feeling like they had a great interaction with PostHog. + +Workable is a pretty intuitive platform to use, but here are a few helpful tips to get you going: + +* [A guide to getting started with the basics](https://help.workable.com/hc/en-us/articles/360038712074-Hiring-Manager-Getting-Started-) - this is pretty much everything you need if you are mainly using Workable to leave feedback on candidates you've met, but are otherwise not involved in the recruitement process. +* Link your Gmail account in Settings if you are in direct contact with candidates - this means any emails you send directly from your inbox will automatically be captured on their Workable record for everyone on the hiring team to see. +* When emailing candidates from within Workable, you can select a Template from the drop down bar (and customise it if you want). If you find yourself writing the same email, it is worth saving as a template. + +If you receive an application directly emailed to you or if someone contacts us through a non-Workable channel like Slack, you can either: + +* Forward their email onto our [dedicated Workable email address](mailto:posthog@jobs.workablemail.com) - this is the most effective option. +* If you think they are a strong candidate but they didn't email, introduce them directly to us via our [careers email address](mailto:careers@posthog.com). +* As a last resort, ask them to apply via the relevant link on our [Careers page](https://posthog.com/careers) - this is the least preferred option as it has the highest likelihood of a candidate dropping out. Only use this option for high volume roles. You should say something like "Thank you for your interest in PostHog! Can I please ask you to apply via our Careers page? We receive hundreds of applications every week, and this will ensure that we have all your details on our system." + +### Booking meetings + +If you are booking meetings through Workable, you should connect your Google Calendar and Zoom accounts under Settings first - this enables you to schedule meetings from within Workable itself. This is really helpful, as Workable will automatically populate the calendar invitation with all the useful info for interviewers like resumes so you don't need to do it manually. + +When you book, you have the option of selecting a Google Meet or Zoom call. You should default to Zoom unless you are scheduling a meeting that you are not attending yourself, in which case use Google Meet (as Zoom will require you to attend as host). + +Make sure you have set an agenda for the meeting in order to be welcoming to the candidate and to let the internal PostHog team member know what they need to cover in the meeting. The person who _books_ the meeting is responsible for setting the agenda. + +## Our Hiring Process + +The stages of our hiring process are: + +- Application +- Culture interview with Eltje +- Technical interview with the hiring team + - this is usually Tim and 1 or more PostHog team members interviewing the candidate at the same time who would work closely with the candidate day-to-day + - decide if we will do a SuperDay, else give feedback +- PostHog SuperDay +- Offer + +There may be an additional interview where we bring in a 3rd party with specialist expertise in the case of hiring roles that we've not hired for before. + +Responsiveness at all stages is really important to us - at each stage of the process, we should aim to get back to candidates with feedback within 48 hours. It is not ok to leave candidates waiting for weeks, or for someone to apply and never hear back from us. + +### Application + +Read applications and resumes/portfolios carefully and leave your feedback as a Comment on their record in Workable. + +If a candidate hasn't customized the application or resume to the role, it is a flag they're aren't that excited about working at PostHog. It is understandable why people don't do this, but at an interview stage, it's important to note how passionate they seem about the company. Did they try out the software already? Did they read the handbook? Are they in our community Slack? + +A good rule of thumb when deciding whether not to progress - if the candidate doesn't get a _definite yes_ then it's a _no_. It's almost never worth putting through someone who is a 'maybe'! We provide lots of information about PostHog to enable candidates to put their best application forward. + +Candidates who are unsuccessful at this stage will receive automated feedback, unless they personalized their application, in which case a short email is appropriate. + +#### Engineering + +We hire repeatedly into engineering roles, so here are a few things we look for: + +- Experience with relevant technologies (Python or similar, React or similar, something to do with big data is a bonus) +- Has started a project from scratch, without outside help + - Usually this manifests as having been the founder of a startup, or building an impressive side project. It can also be shown through a big project in the day job, but that requires a bit more digging. +- Communication. Do they have writing errors in their cover letter? What does their online presence look like? + - More so than other companies, all of our communication is written and public for the world to see. Good written communication is key. + +### Interview 1 - Culture with Eltje + +We start with an interview which is designed to get the overall picture on what a candidate is looking for, and to explain who we are. A template scorecard has been created for this stage in Workable. + +This is to allow both PostHog and the candidate to assess whether the candidate is a great cultural addition to the team, and to dig into any areas of potential misalignment based on the application. We are looking for proactivity, directness, good communication, an awareness of the impact of the candidate's work, and evidence of iteration / a growth mindset. + +- Talk about PostHog, where we're at and what the future looks like, including our long-term vision. If it was cold outreach, we provide a little more context up front. +- Talk about the candidate, dig into any questions we have from their CV. +- Talk about the hiring process and check if the candidate has seen our compensation calculator so we know we're roughly aligned. + +Candidates who are unsuccessful at this stage should receive a personalized email with feedback. + +### Interview 2 - Technical + +The second step is the technical interview. This is usually 2 PostHog team members spending an hour with the candidate (at the same time). + +These interviews will focus on the skills needed to fill the role. + +For a design hire, questions could be: +- A walk through of an example website page, product or other +- Tell me about one of the pieces in your portfolio +- What does your calendar look like on a day you'd really look forward to - what sort of tasks would be on it? +- How do you educate yourself on design? + +For an engineering hire, this would be things like: +- Tell me about a project you started from scratch. +- What was the hardest technical thing you've done in the last month? +- What did you do on your very best day at work? +- Tell me about a project that you led that failed. Why did it fail and what did you learn? + +For every role that is created on Workable, we create a structured scorecard with questions listed so you don't need to remember them every time! This is intended as a guide, not a script, so feel free to deviate from the scorecard and go off on tangents - a good interview is a conversation, not a questionnaire. Just try to keep the basic structure of your questions consistent, as this makes it easier to compare candidates to each other. + +[Here are some more ideas](https://firstround.com/review/40-favorite-interview-questions-from-some-of-the-sharpest-folks-we-know/) for great questions to ask candidates. + +One of the two technical interviewers will lead the discussion. The reason for 2 people is to ensure a deeper, higher quality interview. + +The person interviewing outside their area of expertise is the bar-raiser. The bar-raiser is here to qualify that everyone is truly excited about the candidate and that they're an example of us believing in talent compounds. Everyone should still think this way - or they should be clear in why they don't feel like this as part of their feedback. + +As a rule of thumb, everyone interviewing must feel a genuine sense of excitement about working with the candidate. Again - if it is not a _definite yes_, then it's a _no_. + +Candidates who are unsuccessful at this stage should receive a personalized email with feedback. + +### PostHog SuperDay + +We offer those who have gotten through the interview process the chance to do a paid PostHog SuperDay. We schedule 1 full day in advance with the candidate where we hire them as a contractor. + +This gives the candidate a chance to learn how we work, and for us to see the quality, speed and communication of the candidate. It is a very demanding day of work. + +We will pay the candidate their 'normal day rate.' If they have done contracting before they will have one, but if not you can use [this formula](https://www.ellwoodatfield.com/event/how-to-calculate-out-your-day-rate/) to calculate it. In case the candidate is unable to accept pay for the SuperDay, we will donate the amount to a charity of their choice. + +This day will be _the same_ task each time for a given role, to be shared with the candidate at the start of the day. For the Full Stack role, the task involves building a small web service (both backend and frontend) over a full day. The task is designed to be _too much_ work for one person to complete in a day, in order to get a sense of the person's ability to prioritize. The tasks should be as close as possible to those that the candidate would be working on every day. + +In advance of the SuperDay, you will need to do some additional prep to ensure that the candidate has a great experience: + +* Send them an email in the first instance to schedule the SuperDay - you should do this as soon as possible, as candidates often will need to book a day off work. Use the Workable email template for this. If the task involves them doing 'real' work for PostHog, you should ask them to check that their current employment contract permits this - we try to create fake tasks for this reason. +* (One day before the SuperDay) Send the candidate a follow up email with details of the task, and ask them for their day rate and bank details. There is a template for this email in Workable, depending on the role - this will probably need customising. +* (One day before the SuperDay) Create a private channel in Slack for the candidate, you and anyone else relevant - this will be where they can chat to us over the course of the day if they have any questions etc. Invite the candidate as a single channel guest. You may need to add the candidate to one of our systems depending on the role, e.g. Workable for a recruiter SuperDay, but on the whole this should be minimized. +* (One day before the SuperDay) Invite the candidate to a kickoff meeting with the hiring manager at the start of the day. On days where we have a [standup](https://posthog.com/handbook/company/standups) scheduled, invite them along. On days without standup, schedule an informal session with some team members to give them a chance to learn more about our culture. You may also want to have a proper wrap up with them at the end of their day. +* (On the SuperDay) Send the candidate the task - aim to send this before the kick-off session. +* (On the SuperDay) Give the candidate a warm welcome! Make it clear that the team is here to answer any questions, and they should feel free to reach out any time! Otherwise don't feel like you need to check in with them - let them get on with the task and trust that they will message you. +* (One day after the SuperDay) Pay the candidate using the bank details they provided. + +### Decide if we will hire + +There will be a written catchup over Slack or call via Zoom about the candidate with all people involved during the hiring. A yes/no decision will be made and then communicated to the candidate. + +It is expected that everyone has submitted their notes on Workable so we can discuss these to the meeting. + +In case of a rejection, it's important to clearly outline why that decision was made. Highlight what went well, but also mention specific points of improvement. Offer to schedule a call if they would like to discuss further. Make sure to leave the door open for the future so they can apply again in 12-18 months time as circumstances and people change. + +If there are wildly different opinions, reflect on why. + +### Making the hire + +Hooray! + +To give a candidate an offer letter and to move to the rest of the onboarding, see [Onboarding](/handbook/people/onboarding). + +## Referrals + +Every time we open a new role, we will share the details and ideal profile with the team during standup. + +If you know someone who would be a great addition to the team, please submit them as a referral. If they're successfully hired, you'll receive a $1000 Referral Bonus! The bonus can be either paid to you directly, or towards a charity of your choice (and we will match the amount). You can also split the amount between you and the charity. + +**What counts as a referral?** +Someone you have a personal or professional relationship with to confidently say they align with our values and fit our requirements. Please make sure the candidate has given their consent before putting them forward! + +**What's the process?** +* If there is an ongoing conversation, please ping Eltje into the email thread with the referred candidate, she will take it over from there. +* Otherwise, Send Eltje their CV and contact details. If you don't have their resume, please include a link to their LinkedIn profile. +* If they have applied themselves already, let Eltje know within 48 hours of them applying. + +**Referral payout process:** +The bonus date is 3 months from the new team member's start date and will be processed as part of payroll. + +**External referrals** +We also welcome external referrals, e.g. from: +* From our investors +* From the PostHog community (the users Slack Group, and posting on our social media profiles for our followers to see) +* From the YC community (Slack / WhatsApp / Forum) + +As a thank you, we will give you $50 credit for our [merch shop](https://merch.posthog.com/). + +## Visa sponsorship + +Building a diverse team is at the heart of our culture at PostHog and we are proud of be hiring internationally. In some cases, this includes the need for visa sponsorship. We are currently only able to provide visas in the US and the UK. + +- If you are already in the country on a visa (e.g. employed, youth mobility), or require a new visa to remain in the country (e.g. student converting to employed), we will cover the costs for any employee, new or current. +- If you wish to relocate and need a visa, we unfortunately will not cover the cost for obtaining the visa or any relocation costs. + +For employees where PostHog covers the costs related to obtaining a visa, the employee agrees to reimburse PostHog if they voluntarily terminate their employment prior to the completion of 12 months of service. The costs will be calculated on a monthly basis, so when the employee decided to leave after 10 months, they will have to repay 2/12 of the costs related to the visa. + +In case a candidate needs a visa sponsorship, please keep in mind that the process is lengthy and costly. + +## Where to find great candidates + +### Direct outreach + +Outreach has a few advantages: + +* We can approach people with very specific or relevant experience, even when they are not currently looking for a new role +* It allows us to encourage candidates from a wider range of backgrounds to apply +* It also helps with building an employer brand and general awareness + +It is possible to research a list of potential candidates through: + +* Workable - [People search](https://help.workable.com/hc/en-us/articles/115012750768-What-is-People-Search-) is a great tool to find profiles, email addresses and social media profiles! +* LinkedIn - [Boolean searches](https://www.talentlyft.com/en/blog/article/306/boolean-search-a-simple-guide-for-recruiters) are your friend! +* Twitter +* Behance +* Dribble +* AngelList + +It is important before starting outreach like this that you consider *why* a candidate messaged through this approach would move to us, so that your note to them can explain why you felt it might be a nice fit. + +### Job boards + +#### Design + +We are learning which boards work well: + +- [Behance](https://www.behance.net/adobetalent) +- [Dribbble](https://dribbble.com/jobs/new) + +#### Engineering + +- HackerNews Who's Hiring + - Tend to get high quality candidates, and people interested in working at startups. + - See [Tim's comment history](https://news.ycombinator.com/threads?id=timgl) for a template. +- [AngelList](https://angel.co) + - We found Eric through there. Higher quality than RemoteOK and pretty high volume. +- [RemoteOK](https://remoteok.io/) + - High volume of candidates, but much lower quality. + +#### General + +- Workable pushes all jobs to 17 job boards, including LinkedIn, Indeed etc. +- Since PostHog is a YC company, we can place job ads in YC's [Work at a Startup list](https://www.workatastartup.com/jobs). +- [AngelList](https://angel.co) + diff --git a/content/charters.turnsys.com/pages/113.Handbook.SourceMaterial.people.offboarding/default.md b/content/charters.turnsys.com/pages/113.Handbook.SourceMaterial.people.offboarding/default.md new file mode 100644 index 0000000..e1a1bd9 --- /dev/null +++ b/content/charters.turnsys.com/pages/113.Handbook.SourceMaterial.people.offboarding/default.md @@ -0,0 +1,114 @@ +--- +title: 'Voluntary Departure' +menu: 'Voluntary Departure' +--- + +--- +title: Offboarding +sidebar: Handbook +showTitle: true +--- + +Offboarding team members can be a sensitive time. The aim of this policy is to create transparency around how this process works. + +Very infrequently, we may have long term contractors working for PostHog, acting essentially like a permanent employee. In this case, the process below is exactly the same. This offboarding policy *does not* apply to regular contractors who are doing short term work for us. + +## Voluntary Departure + +In this case, the team member chooses to leave PostHog. + +We ask for 30 days of notice by default (unless locally a different maximum or minimum limit applies), and for you to work during that notice period. This is so we have some time to find someone to hire and to enable a handover. + +If you are a current team member and you are thinking about resigning from PostHog, we encourage you to speak with your manager or the [people team](https://posthog.com/handbook/people/team-structure/people) to discuss your reasons for wanting to leave. We want to ensure that all issues team members are facing are discussed and resolved before a resignation decision has been made. + +If resignation is the only solution after you have discussed your concerns, please communicate your intention to resign to your manager or the people team. We will then start a discussion around what is needed for the handover. + + +## Involuntary Departure + +In this case, we require the team member to leave. + +This is generally for performance reasons or because the company's needs have changed and the role can no longer be justified. + +Once the team member has been with us for 3 months, we will provide a 4-month [notice](https://posthog.com/handbook/people/compensation#severance) (otherwise, it will be a month). We will usually ask the team member to stop working immediately, but still pay them a 4-month severance). + +## Communicating Departures + +PostHog cannot always provide context around why people are leaving when they do. + +In the case of voluntary departure, we will ask the team member if they wish to share what they're up to next with the team. + +In the case of involuntary departure, we will aim to be as transparent as possible about the reasons behind the departure, while respecting the individual's privacy. + +## The Process for Offboarding + +For involuntary leavers, we will schedule a call, covering the following points with the team member: + +1. Final pay +2. Share options vested +3. Company property +4. Business expenses +5. Personal email to the company + +During the call, someone on the ops team needs to complete the [offboarding checklist](#offboarding-checklist). + +For voluntary leavers, the people team will schedule an [Exit interview](https://forms.gle/DaNGRhmvQJcLGfpa9) to hear more about the team members experience working at PostHog, their reasons for leaving and to identify areas for improvement. This will usually happen on their last day. + +During the call, we will also cover above questions and answer any open questions the team member has. + +If the team members works their notice period, we will start an offboarding issue and document the progress and handover in there. + +### Final Pay + +Final pay will be determined based on length of service and the reasons for leaving. + +* If the offboarding is voluntary, you will be paid up until your last day. We will look at the amount of holiday taken in the last 12 months and will pay any "unused" vacation pay assuming you would have taken 25 days (since we offer unlimited vacation periods). +* If the offboarding is involuntary and due to performance reasons or a change in business needs, you will receive 4 months of pay, provided you have passed your probation period. +* If the offboarding is voluntary or involuntary and due to performance reasons during your probation period, 1 week's notice applies. +* If the offboarding is involuntary and for gross misconduct or breach of contract, you may be paid nothing and receive no notice. + +We are likely to ask departing team members to sign a release of claims in order to receive payments beyond their final day of work. + +Please note that if there are local laws which are applicable, we will pay the greater of the above or the legally required minimum. + +### Share Options Vested + +If you have been allocated share options, we will confirm how many have vested and the process by which you may wish to exercise them. We have a team-friendly post-departure exercise window of 10 years, and most team members who leave will be deemed a 'good leaver' unless you have been terminated due to misconduct or negligence. + +### Company Property + +You will be required to return any company property to us. PostHog will cover the cost of shipping this. + +### Business Expenses + +We will pay any expenses in line with our policy that are still unpaid. + +### Personal Email to the Company + +In the case of voluntary offboarding, you will be offered the chance to send a goodbye email to the company, with relevant contact information as you move on. + +## Offboarding checklist + + (Voluntary leavers only) Arrange handover
+ (Voluntary leavers only) Schedule [Exit interview](https://forms.gle/DaNGRhmvQJcLGfpa9)
+ Arrange company property to be returned
+ (Contractor only) End their contract on Deel
+ (UK employee only) Email DRG with their last day, remaining annual leave and to remove them from the pension scheme
+ (UK employee only) Email Parallel to remove them from Bupa and Medicash
+ (UK employee only) Email team member P45 and upcoming payslips
+ (US employee only) Remove the team member from Gusto (Gusto will automatically end any benefits provided via the platform, e.g. medical insurance
+ (US employee only) Get the team member to sign their termination certificate
+ Put on an out of office (forward email if the leavers expects external communication), then deactivate the GSuite account for the team member
+ Make any outstanding notice payments (if applicable)
+ Cancel team member's company card on Brex/Revolut - _check if they have any company subscriptions first that need transferring_
+ Offboard member on CharlieHR
+ Add departure to hiring forecast on Pry
+ Remove team member from PostHog organization in GitHub
+ Remove team member from the internal company Slack
+ Remove team member from PostHog Users Slack
+ Remove team member from 1password
+ Remove team member from app.posthog.com
+ Remove team member from AWS
+ Remove team member from Workable
+ Remove team member from the [Team page](https://posthog.com/handbook/company/team)
+ Ask their manager for any other accounts they need to be removed from
diff --git a/content/charters.turnsys.com/pages/114.Handbook.SourceMaterial.people.onboarding/default.md b/content/charters.turnsys.com/pages/114.Handbook.SourceMaterial.people.onboarding/default.md new file mode 100644 index 0000000..b94f935 --- /dev/null +++ b/content/charters.turnsys.com/pages/114.Handbook.SourceMaterial.people.onboarding/default.md @@ -0,0 +1,146 @@ +--- +title: 'Upon Offer Acceptance' +menu: 'Upon Offer Acceptance' +--- + +--- +title: Onboarding +sidebar: Handbook +showTitle: true +--- + +As a remote organisation, doing a great job of welcoming a new member of the PostHog team is really important. You may find that you need to invest extra time and effort into onboarding someone than you might at a company where everyone is physically located together. + +We have members working all around the world, so their onboarding process may look a little different depending on where they are based and what type of contract they are on. We either bring on new people as an employee or contractor (with equivalent terms and benefits as an employee) dependent on the jurisdiction. + +If you have any questions on any of this stuff, ask Charles, James or Tim. + +The best way to run through this checklist is to copy the relevant sections below into an onboarding issue on the [Ops Roadmap](https://github.com/orgs/PostHog/projects/2) in GitHub. + +## Upon Offer Acceptance + +Eltje or Charles will create the contract needed, depending on who is joining. Only James and Tim are allowed to sign on behalf of the company. + +### US Team Member Checklist + + Create a contract using the [Google Docs template](https://docs.google.com/document/d/15cdfWfGj5OWBpVST6VcMwb5TP5qLVPQd9SGWKSnB9bc/edit?usp=sharing) in the Legal Docs shared drive
+ If we are employing someone in a new state for the first time, check the tax filing requirements on Gusto as soon as possible, as there can be a long lead time
+ +### UK Team Member Checklist + + Create a contract using the Google Docs templates for [CIIA](https://docs.google.com/document/d/1r7Xc1ALf-JKUrL3g_oyzaQ8H3SOuVchBpJrGp7TINdc/edit?usp=sharing) and [Offer Letter](https://docs.google.com/document/d/1ZzF5hbVmTmKIYKxW7JkXzrBFFNrztkcNvcdO643r6sY/edit?usp=sharing) in the Legal Docs shared drive
+ Email Parallel to add them to our pension scheme
+ +### Non-US nor UK Team Member Checklist + + Use [Deel](https://letsdeel.com) to set up as a contractor. Choose 'Create a contract' and select fixed. Follow the instructions. This contract will cover pay, notice period, confidentiality and IP assignment.
+ Choose the last day of the month to make payments for ongoing work, else choose something appropriate for a short term contract
+ Select a notice period of 30 days
+ Select for the contractor to upload necessary compliance documents
+ Select for the contractor to be potentially allocated equity in the future (if this has been agreed)
+ Under 'Other Specifics' add the following as a special clause: _Contractor agrees to comply with any rules, policies and procedures set out in the Company Handbook, a copy of which is available on the Client's website. To the extent that there is any conflict between the terms of this Agreement and the Company Handbook, the terms which are more favorable to the Contractor shall prevail._
+ +## The Week Before They Join + +Eltje and the new team member's manager will mostly do this. + + Add the team member to [CharlieHR](https://posthog.charliehr.com/) and ask them to fill in all details, upload relevant docs (e.g. passport scan). Once they are on, manually change their profile so their holiday requests are auto-approved.
+ (UK only) Send a copy of their HMRC new starter form on CharlieHR to DRG, and include their salary and if they are full or part time
+ (UK only) Ask if they want to be part of our [private healthcare](/handbook/people/benefits#private-health-insurance) and if they want to contribute our [pensions](/handbook/people/benefits#pension-and-401k-contributions)
+ Send team member a copy of this page so they can check everything has been done
+ (US only) Add the team member to [Gusto](https://app.gusto.com)
+ (UK only) Send the team member the HMRC new starter form, pass it on to DRG once signed for payroll
+ Create GSuite account for the team member
+ Add team member to 1password
+ Check that the team member is invited to the daily standups and any other regular meetings (e.g. retros, life stories)
+ Send team member a link to the [Handbook](/handbook)
+ Send team member a digital company card
+ Team member to purchase any necessary equipment as per the [spending money](/handbook/people/spending-money) guidelines
+ Ask Charles to give them $100 credit to spend on Shopify
+ Share the [Important Company Details](https://docs.google.com/spreadsheets/d/1k4o4VN5VSsgFZpVYrN28Ib0z_pCJFTJyQdfkZEHhOV0/edit?usp=sharing) sheet with them
+ Add team member to the PostHog app
+ Send them an invite to [Drata](https://app.drata.com) to do security onboarding and their background check
+ Add the team member's details to our hiring plan in Pry
+ Add the team member's share options to Captable.io (if relevant)
+ +## On Their First Day + + Manager to book a weekly 1:1 with the team member
+ (UK only) Schedule a [right to work](https://www.gov.uk/guidance/coronavirus-covid-19-right-to-work-checks) check with Eltje + Send them these instructions on adding the [team time off cal](https://intercom.help/charliehr/en/articles/839648-importing-your-time-off-calendar-to-google-calendar) to their Gcal
+ For the first week or so, book extra sessions as appropriate to provide extra help
+ Add team member to any relevant Google Groups
+ Add team member to the internal company Slack (and give them a warm welcome!)
+ Also add them to the virtual-coffee and standup channels on Slack
+ Add team member to PostHog Users Slack
+ Add team member to PostHog organization in GitHub
+ Share user interview notes with them, found in [this doc](https://docs.google.com/document/d/1762fbEbFOVZUr24jQ3pFFj91ViY72TWrTgD-JxRJ5Tc/edit). If the person is particularly interested in more historical context, here are the notes from [Q4-2020](https://docs.google.com/document/d/1gJlsUDrlW7ur8zT5scqRvXZhapm_0JdvKGiw68Iyx9E/edit), and [Q3-2020](https://docs.google.com/document/d/1vrwn-owF320otkm3oODCFjvqj7gptF6QaFFO6v-_RhY/edit).
+ Team member should add themselves to the [customer interviews calendar](https://calendar.google.com/calendar/?cid=Y19tczllaWN1Ym92ZGgxYWhzNmtoY2xpNTQ3b0Bncm91cC5jYWxlbmRhci5nb29nbGUuY29t). + +> Not a hard requirement by any means, but we highly recommended that you join a feedback call and/or product demo in your first weeks. It provides great context on our users. + +### Additional Access + +Add these if appropriate for the role: + +#### Engineering + + 'Team' group in AWS
+ PagerDuty and into on-call rotation - make sure the alerts work
+ Papercups for customer support
+ Heroku
+ Add team member to Grafana, Sentry, and ask yourself if there are any other dev tools in use that the team member needs access to (then update this list)
+ +#### Ops + + Workable if they are involved in recruitment
+ Google Voice - an admin will need to issue them a licence, add the company address and assign them a number, then invite
+ Any relevant job boards we advertise on
+ Gusto, Deel and/or CharlieHR admin access if they are involved in people ops
+ Hubspot if they are involved in customer-facing roles (e.g. sales, user interviews)
+ Any relevant banking or accounting software (very unlikely)
+ +## PostHog buddy + +Starting a new job is really exciting, but it can also be a little bit overwhelming. To make your first few weeks a bit easier, we started a buddy system. +The buddy can help with any questions that pop up and with socializing during the first couple of weeks at PostHog. Of course, everyone is available to help, but it’s nice to have a dedicated person to help. + +We will pair people in similar time zones to make sure you get the most out of each other. The goal is to have a catch up at least once a week during the first few weeks, including time to chat about non-work topics. + +## Tools we use + +We use a number of different tools to organise our work and communicate at PostHog. Below is a summary list of the most important ones - this list is not intended to be exhaustive + +### Everyone +- Google Suite - Gmail, Google Apps such as Docs, Sheets, Slides +- GitHub - most comms and product work +- Slack - we have an internal workspace and a users Slack as well +- Brex (US) or Revolut (UK) - company cards and expenses tracking +- Shopify - powers our merch store +- CharlieHR - holiday tracking, personal details + +### Engineering +- AWS +- Pagerduty +- Heroku +- Grafana +- Sentry + +### Design +- Figma - our main design tool + +### Ops +- HubSpot - for managing all sales +- Papercups - our support platform +- Pry - financial modelling +- Captable.io - cap table management +- Fondo - US accounting +- Xero - UK accounting +- Calendly - external meeting scheduling (e.g. demos, sales) +- Gusto - US payroll +- Deel - international payroll and contracts +- Workable - recruitment tool + +## Signatories + +James and Tim at this time are the only people able to sign legal paperwork on behalf of the company. diff --git a/content/charters.turnsys.com/pages/115.Handbook.SourceMaterial.people.side-gigs/default.md b/content/charters.turnsys.com/pages/115.Handbook.SourceMaterial.people.side-gigs/default.md new file mode 100644 index 0000000..ae391aa --- /dev/null +++ b/content/charters.turnsys.com/pages/115.Handbook.SourceMaterial.people.side-gigs/default.md @@ -0,0 +1,28 @@ +--- +title: 'Managing Time' +menu: 'Managing Time' +--- + +--- +title: Side gigs +sidebar: Handbook +showTitle: true +--- + +PostHog looks for passion in the people it hires. This often correlates with people who do things like public speaking or have side projects as a hobby. For example, we view pre-existing open source work as a strong qualifier that you're good enough at programming that it's fun to do rather than frustrating and hard! + +These side gigs may sometimes earn you money. Sometimes, you may one day want your side gig to become your main gig. + +We have deliberately called them "side gigs", as we are ok with you earning money on the side. We are not ok with this being your main focus and PostHog being just a paycheck. Quite simply, we are too small for PostHog not to be your main motivation. + +## Managing Time + +The key distinction to something being a side gig, and thus it being appropriate, is its impact on your work and the amount of time involved. + +A few hours a month on a paid side gig is acceptable. Over 10 hours a week on a paid or open source side gig is a significant amount of extra work which we would expect to start impacting your performance. + +If you are doing paid speaking, make it clear that you work for us, and the exception based on time does not apply - we view this as a great way to get PostHog's name out there. + +In a few cases, you may want your side gig to become your full time work one day. That is ok - please just let us know, so we can create a plan. We will try to match you with tasks at PostHog that will help your long term goals, while not impacting your work performance, and will create a timeframe for you that works. We know the key to motivated people is to help you achieve your long term goals, and to align this with what PostHog needs, whether or not you eventually achieve them with us. + +Above everything else, if you are going above and beyond for PostHog and you're still able to look after yourself properly, side gigs (whether paid or unpaid) are totally fine. We don't think that's possible beyond a certain level of time/energy commitment to them, but we are very happy for you to spend a little time on them each week. diff --git a/content/charters.turnsys.com/pages/116.Handbook.SourceMaterial.people.spending-money/default.md b/content/charters.turnsys.com/pages/116.Handbook.SourceMaterial.people.spending-money/default.md new file mode 100644 index 0000000..dd3180c --- /dev/null +++ b/content/charters.turnsys.com/pages/116.Handbook.SourceMaterial.people.spending-money/default.md @@ -0,0 +1,172 @@ +--- +title: 'Trivial Expenses' +menu: 'Trivial Expenses' +--- + +--- +title: Spending money +sidebar: Handbook +showTitle: true +--- + +There are many occasions when you will need to spend company money. + +PostHog is a lean organization - the less we spend, the more time we have to make sure the company takes off. However, it is more important you are productive, healthy, and happy. + +Please just spend company money like it's your own. + +If it's a trivial expense, just buy it. We provide you with a company card with a \$1,000/month spending limit for this reason. We use Brex for everyone, and also provide UK team members with a Revolut card. + +If you live in the UK, you should use your Revolut card for UK-specific spending (i.e. ordering from UK sites), and Brex for everything else. This is for UK accounts-reporting reasons, as we have a UK subsidiary. + +For larger expenses which don't fit into the items here, please **raise a policy suggestion for it as a pull request** in this doc, so we can document our decision making into our policy rather than making everything case by case. + +## Trivial Expenses + +Just do it. + +This means expenses that are under \$75 one off or under \$20/month recurring that we can cancel easily. + +## Saving Receipts + +Make sure you *keep copies for all receipts*. If you expense something on a company card and cannot provide a receipt, this may be deducted from your pay. + +You should default to using your company card in all cases - it has no transaction fees. If you need to use your personal card in an emergency, please just let Charles know afterwards to get reimbursed manually. + +PostHog uses Brex and Revolut's built-in expenses tracking feature. You'll find using their apps the easiest way to submit receipts. + +### Brex + +- Buy something on your Brex card. +- If it's a digital invoice, just forward it to receipts@brex.com. If it's a physical receipt, respond to the Brex or SMS notification with a picture of your receipt. +- You _only_ need to submit receipts for purchases of \$75 or more. +- That's it! + +Make sure you forward digital invoices to Brex from your PostHog email address - it won't work if you send from another email address. + +### Revolut + +- Buy something on your Revolut card. +- If it's a digital invoice, just forward it to ukinvoices@posthog.com. If it's a physical receipt, take a picture and forward it to the same place. +- You need to submit receipts for _all_ purchases. + +Accidentally bought something on the company card when it was a personal expense? Don't worry! Again, just let Charles know _as soon as you become aware_ and he will provide you with the relevant bank details for you to repay the company. + +## Making Larger Purchases + +If your purchase fits within the policy below, there is no need to ask. We **cannot** pay you back for anything without a receipt if you use your personal card. + +You may not have enough space on your company card if you're a new starter, just ask Charles (and if he's unavailable, James H or Tim) to increase your limit. + +## Equipment + +PostHog is an all-remote company. This means it's important you have an ergonomic setup at home to be as productive as possible. + +PostHog will provide you with office equipment. Please note that it remains PostHog's property. + +### Laptop + +We'd prefer you to use a laptop. This is so when we host meetups in real life, you can easily bring your work with you. We'd prefer everyone uses Apple laptops, just to keep life simpler - for example, that means everyone can use the same software, and as we get bigger, it'll mean we're dealing with one supplier, not many. + +* If you are in an engineering role, we recommend a Macbook Pro with an Intel processor with 32GB of RAM. The processor selection here is important as we want to ensure that you're able to run all the technologies in our stack and several of them have yet to be adapted on the new Apple architecture. Base processor and storage. +* If you are in a design role, we recommend a Macbook Pro with an Apple Silicon processor and 16GB of RAM. Base processor and storage. +* If you are in a non-technical role, we recommend a Macbook Air with an Apple Silicon processor and 8GB of RAM. Base processor and storage. + +These are just general guidelines - the most important thing is that you select the model that is appropriate for _your_ needs. If your requirements are different to the guidelines above please just ask. + +Apple offer multiple screen sizes. The larger screen sizes (15 inches +), are disproportionately more expensive. These make sense if you do a ton of work in coworking spaces or cafés where you do not have a second screen. If you are realistically going to do most of your work at home, it is more rational to pick a smaller laptop size, and to get a large (27 inch) monitor. + +When buying something at Apple we can get 3% cashback on purchases through Brex. You should be able to find that in the 'Rewards' tab on brex or ask Tim or Charles. + +You may be asked if you wanted to purchase Apple Care - please don't buy this as it's not great value for money. + +We would expect to spend \$1200 to \$2000 on a laptop, depending on what you need to run. We find the easiest solution is to just purchase directly from Apple's website in your territory. + +### Monitor + +For monitors, we suggest you pick one that supports 4K. This means you'll get a higher resolution than a standard HD monitor, and thus can fit more content onto the screen. + +We would expect to spend \$250 to \$350 on a monitor. Philips have a [great value model](https://www.amazon.com/Philips-276E8VJSB-3840x2160-UltraNarrow-DispalyPort/dp/B07JXCR263). It comes with an HDMI cable, but you'll need an adaptor to USB-C with most Apple laptops. + +### Keyboard, Mouse, and Laptop Stand + +We'd encourage you to buy a keyboard, mouse and laptop stand. + +Again, Apple items for keyboards and mice should be what you default to - refurbished is usually fine. + +[Nextstand](https://www.amazon.co.uk/NEXSTAND-K2-Adjustable-Foldable-Portable/dp/B01HHYQBB8) make great value laptop stands that are portable. + +### Chairs and Desks + +We find that most people already have a desk and chair that are comfortable. + +If you do not, please suggest something to us. We aren't yet at the stage where we can afford the latest and greatest here, but we will aim to be reasonable. + +For example, if you would like a standing desk, buy one you consider to be good value. + +We would expect to spend \$250 on a desk, and around the same for a chair. + +### Headphones + +If you need to work in a noisy environment and don't already have noise cancelling headphones with a microphone, feel free to buy a pair. + +We would expect to spend \$250 on noise cancelling headphones. + +## Software + +Software expenses are treated as above and will generally fall into trivial. + +We are *strongly opposed* to introducing new software that is designed for collaboration by default. There needs to be a very significant upside to introducing a new piece of software to outweigh its cost. + +The cost of introducing new collaborative software is that it creates another place where todo items / comments / communication can exist. This creates a disproportionate amount of complexity. + +Our entire stack for collaborative software is pleasingly simple. All we use is: + +* Google Sheets - spreadsheets +* GitHub - documents, code, discussion +* Slack (premium) - chat (although we encourage you to default into discussion of features/strategy etc into GitHub) +* PostHog - product analytics +* Figma - graphic design + +Individual software is down to your personal preference, and we encourage you to share cool software. + +### IDEs + +* IDEs range widely in cost. Best in class IDE suites can cost up to \$700, which is a bad value proposition for most engineers. However, we are happy to revisit this policy if you have very specific needs. +* Before then, if you wish to spend up to \$200 on an IDE, that is fine. Visual Studio, VIM and PyCharm are the most popular within our team. + +## Work Space + +We care about you being healthy, happy and productive. + +While PostHog will use the money saved from not having office space for real life meetups, we are happy to cover some expenses related to where you work. Most people do most of their work from home, but we understand that getting out of the house from time to time can help you escape cabin fever! + +You can spend up to \$200/month to work in cafés or coworking spaces if working from home is impractical. As always, you must provide receipts for all costs, and in this case, they must only be for yourself. + +If you live in the US, a particularly good way to use this budget is to cover the cost of Amex Platinum which provides WeWork access. Outside of the US, you may sign your own agreement or buy day vouchers as needed. We will not cover costs beyond this amount of money. + +## Celebrations and life events + +It's important to us at PostHog to celebrate team member milestones and achievements. + +**Birthdays** + +We have a budget of $50 for a personalised birthday gift. Eltje will reach out to the team a week before the birthday to start a virtual birthday card and ask for gift ideas. + +**PostHog anniversaries** + +For every PostHog anniversary, we will donate $50 to a charity of your choice. And just like for birthdays, we will also send a virtual card. + +**Significant life events** + +For events like childbirth, weddings, return to work after extended sick leave or the loss of a loved one, Eltje will send flowers and a gift, the budget is $100. We will also send a virtual card. + +## Client Meetings + +If you are meeting a user for an interview or a potential customer, we would encourage you to pick up the bill. + +At PostHog's current stage, a fancy coffee shop is encouraged. A fancy lunch or dinner is not. + +## Training + +We have a separate section on spending money on [training](/handbook/people/training) (which covers things like books and conferences). diff --git a/content/charters.turnsys.com/pages/117.Handbook.SourceMaterial.people.team/default.md b/content/charters.turnsys.com/pages/117.Handbook.SourceMaterial.people.team/default.md new file mode 100644 index 0000000..25e3d8f --- /dev/null +++ b/content/charters.turnsys.com/pages/117.Handbook.SourceMaterial.people.team/default.md @@ -0,0 +1,715 @@ +--- +title: 'Core Team' +menu: 'Core Team' +--- + +--- +title: Team +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + + + +
+ +
+ +

We are proud to be misfits. Why?

+ +Building an unusually great company starts with an unusual team. + +We don't care if you haven't finished (or attended) school, if you were super important at a FAANG company or if you ran a startup that crashed and burned. + +What we do care about is your ability to learn, iterate, and ship. + +That's why we have people in Belgium, the East and West coast of the US, England, Estonia, South Africa, the Democratic Republic of Congo, among other places. Learn more about [diversity](diversity) at PostHog. + +
+ +
+ +
+ +![Remote work globe animation](../../images/team/team-global.gif) +
Our team of 22 is distributed across 10 countries. + +
+ +
+ + + +
+ +## Core Team + +
+ + + +
+ +
+ +### James Hawkins, Co-Founder & CEO + +
+ +I spent the first 10 years of my career trying to be a professional cyclist. I used to do web development part time to make some money on the side. I wasn't particularly good at either. + +I live in Cambridge with Fran (wife), Ruby (daughter), and Wally (cat). Since you're probably wondering, the cat's name is a reference to [WALL-E](https://en.wikipedia.org/wiki/WALL-E) - work for us to find out why. + +After a growing sense of my own mortality combined with a bunch of large crashes put me off continuing with my cycling career, I bootstrapped an online marketing company to several million dollars a year. + +I wanted more experience of working in a VC backed startup, so I could work on something really ambitious. I moved to [Arachnys](https://arachnys.com), and somehow wound up as a their VP of Sales for a little over 4 years, where I used to manage a team selling very large enterprise software deals. We learned how to take our sales from an average of \$5K/year to over \$1M/year. + +I started working with Tim on a few ideas that didn't work out in August 2019. We built PostHog during the YCombinator W20 batch, and launched in February. You can work out what I've been up to since by stalking me online. + +
+ +
+ +
+ +
+ +![James Hawkins portrait](../../images/team/JamesH.png) + +
+ +
+ + + +
+ +
+ +### Tim Glaser, Co-Founder & CTO + +
+ +I've been coding since I've been 11, which isn't as long ago as I'd like it to be. Someone first paid me to write code when I was 13 (though I'm sure they regretted it) and [someone else](https://en.wikipedia.org/wiki/Cloud9_IDE) gainfully employed me when I was 16. + +Originally from the Netherlands, though I quickly moved to London (I do not generally enjoy nice weather) where I joined Arachnys and shortly afterwards met James Hawkins. I went from being a software engineer, to product manager, to "leading" an R&D team, which consisted of just me. + +After four years I thought it was time to go do something else and had lined up a new job. Roughly 37 seconds after it was announced James wanted to "grab a beer." While plying me with alcohol, he convinced me to give up this fancy new job and instead start a startup with him. + +In my 'spare' time, I fall down snowy mountains, wrestle in the mud over an egg-shaped ball and watch a lot of Bondi beach in order to perfect my Australian accent. + +[See my README for tips on how to work with me](/handbook/company/team/tim-glaser) + +
+ +
+ +
+ +
+ +![Tim Glaser portrait](../../images/team/Tim.png) + +
+ +
+ + + +
+ +
+ +### Marius Andra, Software Engineer + +
+ +I first got into programming in 1994 when I wanted to make my own computer games... and asked my father for help. He sat me behind a Turbo Basic interpreter, wrote `PRINT "Marius on tubli poiss"` and then left me there. I was 8 years old. + +Luckily we had a [Yamaha YIS-805/128R2](https://www.msx.org/wiki/Yamaha_YIS-805-128R2) lying around... with floppy disks full of random .BAS files. I was hooked. Cue to the beautiful loops of CLS, PRINT and GOTO statements that ensued. I even made some games where you could move two dinosaurs who got points when they kissed each other. It was glorious. + +I also got into "web development" in 1997 after seeing Netscape at my mother's university. They even provided me with a generous 10MB of space to host my own [beautiful website](https://web.archive.org/web/19980128032518/http://rasi.lr.ttu.ee/~marius/), complete with animated gifs, a Mortal Kombat fanpage and a strong recommendation to use 800x600 with HiColor! + +This was followed by years of writing games in C++ and then [writing tutorials](https://web.archive.org/web/20110626030555/http://cone3d.gamedev.net/) about them, coding websites in Perl, PHP, Java and Ruby... and "losing" a decade as the CTO of two failed startups. + +On the side I built an [open source database analytics platform](https://github.com/mariusandra/insights)... and when that [got on Hacker News](https://news.ycombinator.com/item?id=22347516), James reached out... and the rest is history. + +These days I live in Belgium and code [state management libraries](https://kea.js.org/) in JavaScript for fun. + +
+ +
+ +
+ +
+ +![Marius Andra portrait](../../images/team/Marius.png) + +
+ +
+ + + +
+ +
+ +### Eric Duong, Software Engineer + +
+ +I recently graduated and while in college I helped cofound a social dining platform. I spent two years trying to get strangers to cook and dine with each other. In reality, it turned into a 2 year stint of teach yourself as much mobile development as you can while simultaneously trying to build a usable platform. My cofounders and I had our fair share of contemplating dropping out of school and becoming a unicorn in 5 years—it didn't work out. + +Somewhere along the way I fell down the bitcoin rabbit hole and after realizing day trading crypto wasn't a feasible nor fulfilling long term goal, I remained fascinated by digital currency. This led me to briefly work with a company building a digital cash transfer system for developing economies. + +I currently work as a generalist around most of Posthog's stack building many of the user-facing features but occasionally pick up backend tasks. + +To end with an obligatory "I dO MoRE ThAN COdE" detail: I plan to take advantage of Posthog's all remote policy to travel and hike as many major mountain treks around the world as possible. Ambitions subject to change as always though. + +
+ +
+ +
+ +
+ +![Eric Duong portrait](../../images/team/Eric.png) + +
+ +
+ + + +
+ +
+ +### James Greenhill, Software Engineer + +
+ +When I was a kid the first thing I remember wanting to be was a pilot, so naturally here I am knee deep in code and data! + +Growing up was slightly different in Florida. Things that are normal there are growing up in the water and spending almost all of your free time in it. In the Gulf of Mexico for me. We’d go swimming, scuba diving, or fishing in that warm body of water almost every weekend. + +Nowadays I’m spending my free time on a bike finding some new trail up in the northern bits of the Bay Area that I call home now. If not on a bike you’ll find my friends and I on a hike either around here or over in Tahoe or some National Forest east of here. Lately I’m trying to get back into flying. I’ve got about 80 hours of flight in the book, but still don’t have my ticket! It’s time to change that. In the winter time you can find me ruining skis on some mountain. + +In my professional life I’ve generally managed mopping up the 1’s and 0’s. I’ve led data at an [upstart music streaming company](https://en.wikipedia.org/wiki/Grooveshark), and dove way too deep into the depths of the comment section leading data at [Disqus](https://en.wikipedia.org/wiki/Disqus). Kept an eye on a fleet of [Autonomous Ubers](https://en.wikipedia.org/wiki/Uber#Self-driving_car_research). Most recently I combined my interest in bikes with data leading data engineering at [Jump](https://en.wikipedia.org/wiki/Jump_(transportation_company)), still the best micromobility company out there. + +When I’m not out and about in nature you can find me at home with my cat Tesla and Taco our goofball of a Lab Corgi mix. + +
+ +
+ +
+ +
+ +![James Greenhill portrait](../../images/team/JamesG.png) + +
+ +
+ + + +
+ +
+ +### Michael Matloka, Software Engineer + +
+ +Got into software by tinkering with bada OS – if anyone even remembers that! – and just never stopped (though I did move to Android soon and later became an iOS fan). + +Before graduating from high school here in Poland – and having some open-source projects under my belt, including [a Discord bot with thousands of users that became my gateway to Python](https://github.com/Twixes/somsiad) – I decided that the most interesting way to grow and meet some great people along the way will be to work on a quality product commercially. + +Happy to report that I ended up joining PostHog, where open-source software, a quality product and great people all mix freely! +In free time, I dabble in [outer space](https://www.kerbalspaceprogram.com/), [math](https://codepen.io/Twixes/pen/Zwxxdv), [design](https://www.lingscars.com/), [photography](https://unsplash.com/@twixes) and [cinema](https://www.nowehoryzonty.pl/index.do?lang=en). Decidedly a fan of precipitation and overcast weather, I have a secret plan to move to the Nordics or the UK one day. + +
+ +
+ +
+ +
+ +![Michael Matloka portrait](../../images/team/Michael.png) + +
+ +
+ + + +
+ +
+ +### Paolo D'Amico, Product Team + +
+ +I started coding when I was about 9 years old, starting with the very basic LEGO RCX & Turbo Pascal language. I always enjoyed learning new languages, frameworks or technologies on my own, especially with a good book. Funnily enough, I decided not to study computer science. + +Before joining PostHog, I lead a product team at Grow Mobility, the largest micro-mobility company in Latin America at the time. Before that, I co-founded Flinto, a Y Combinator startup targeting financial inclusion in developing economies. I enjoy reading while walking around strange places, and have tripped more than once. + +
+ +
+ +
+ +
+ +![Paolo D'Amico portrait](../../images/team/Paolo.png) + +
+ +
+ + + +
+ +
+ +### Lottie Coxon, Graphic Designer + +
+ +I am from the UK - so by default I love the pub, marmite and tea (but not all at once, that would be a sin). + +I spent my youth trying to master fine art, after my teacher said I was awful and that I should try something else. +In my stubbornness I decided to prove her wrong, and here I am - a designer. + +I was quite a weird child. I once ran a race with locked legs (Forest Gump style) because I had a dream the night before that I won by doing so. For those who are wondering, no I did not win. But I would rather be the weird child than the boring one. + +I took Graphic Design at university and graduated this summer and instead of a summer of fun, I was faced with a crashing economy, a pandemic and and a collapsing job market. But thankfully, after putting my portfolio on twitter, I was contacted by PostHog a mere 24 hours later. + +I am now their Graphic Designer, and spend my days composing layouts for the website, designing the product’s aesthetic, and most importantly drawing hedgehogs with sunglasses on. + +On a side note I have decided to move to Senegal (Africa) to be with my boyfriend George. It’s a bold decision really as I cannot speak French, but I will (try) learn. + +*French accent* C’est la Vie + +
+ +
+ +
+ +
+ +![Lottie Coxon portrait](../../images/team/Lottie.png) + +
+ +
+ + + +
+ +
+ +### Yakko Majuri, Developer Experience + +
+ +Often on the move, sometimes by choice, and sometimes by chance, I'm a Brazilian-Finn who has lived in 5 countries across 4 continents. + +Passionate about teaching (but far from an academic), I taught an official high school course before graduating high school, became a Visiting Scholar before joining university, and presented my first paper at the European Central Bank during my freshman year (anonymous submission - they thought I had a PhD). + +Prior to PostHog, I was a technical consultant for clients which included a Fortune 500 company. A fan of building useful things, I'm a self-taught developer who has worked on an a wide variety of projects, from a travel app, to multiple websites and browser extensions, and even some white-hat hacking. For the past three years, I developed a nice habit of writing about my projects, which led me to a [Medium page](https://yakkomajuri.medium.com) that surpassed 250k views in just 30 days. + +When I'm not working, I have been found hitchiking in foreign lands, taking pictures of political demonstrations, and trying to learn Korean after one too many beers. I'll pick playing cards with my grandmother over the club on any Friday night, and my favorite place to spend the Saturday is on top of a mountain. + +Oh, and I'm also part of the select group of software developers who have won a dunk contest in their lifetime. If that means anything. + +
+ +
+ +
+ +
+ +![Yakko Majuri portrait](../../images/team/Yakko.png) + +
+ +
+ + + +
+ +
+ +### Karl-Aksel Puulmann, Software Engineer + +
+ +I spent my childhood in a tiny village in the middle of nowhere (Väätsa, Estonia), playing football, working in construction and driving tractors. I used it buy my own computer, but did not do much more than listen to music, play games and watch anime with it. + +Things changed in highschool, where we had a programming class. I started creating my own games, participating in competitions (even going to International Olympiad once) and generally learning and reverse engineering anything I could get my hands on. + +Some time has passed since then - I have since been a student, teacher, first engineer at a guitar learning startup, worked in fintech, helped scale a database cluster holding 1PB of data at an analytics company, learned and helped automate manufacturing of stickers, been a CTO in agritech startup and now learning how this open source business works. + +In personal life, you can find me in the wilderness looking for geocaches or hiking, buying too many books and recently trying to figure out this parenting thing. + +
+ +
+ +
+ +
+ +![Karl portrait](../../images/team/Karl.png) + +
+ +
+ + + +
+ +
+ +### Charles Cook, Business Operations + +
+ +Born and raised in the United Arab Emirates, I'm half British, half Lebanese, and lived in a variety of places growing up across the Middle East, Africa and Europe. Now based in London, I live with my wife Steph and son Remy, who was serendipitously born right at the beginning of lockdown here in the UK. + +I take care of all things business ops-related at Posthog, across finance, people, legal and basically anything else that doesn't involve actually building the product! Posthog is now my 3rd startup - I was previously COO at [Vitl](https://vitl.com), (personalised nutrition), and before that I was Director of Product at [ROLI](https://roli.com) (electronic music products). + +I'm a big fan of terrible jokes, beautifully crafted sandwiches and looking at [designer houses](https://www.themodernhouse.com/) I will never live in. I like to occasionally torment my son with my piano playing and spend more time than is probably reasonable making lists of things, à la [High Fidelity](https://en.wikipedia.org/wiki/High_Fidelity_(film)). + +[See my README](/handbook/company/team/charles-cook) on tips for how to work with me. + +
+ +
+ +
+ +
+ +![Charles Cook portrait](../../images/team/Charles.png) + +
+ +
+ + + +
+ +
+ +### Eltje Lange, People and Talent + +
+ +Hi, I'm Eltje (_pronounced Elt-ie_), originally from Northern Germany, I moved to the UK in 2017 and I am now based in East London. + +Just like James, I used to be a professional cyclist until I realised you can’t make a living as a female cyclist. After a short identity crisis, I started university with the goal to become a management consultant. That never happened, I luckily realised my skills and personality are much better suited in a people (I guess non-startup people call it HR) role. + +At PostHog I look after our People and Talent function and my goal is make PostHog THE best company to work for. Previously I worked in very a similar role at a startup called [Farewill](https://farewill.com), who offer services around death (yes, you read right). Prior to that, I worked for a couple of companies later on the scaling journey, like [TransferWise](https://transferwise.com/) and [Xing](https://xing.com). + +Outside of work, I am working on my [Masterchef](https://en.wikipedia.org/wiki/MasterChef) skills and you can usually find me outdoors - either on my bike or during a long walk. + +
+ +
+ +
+ +
+ +![Eltje portrait](../../images/team/Eltje.png) + +
+ +
+ + + +
+ +
+ +### Cory Watilo, Lead Designer + +
+ +As one of the few PostHoggers who never attempted to enter the world of professional cycling, I instead spend much of my free time exploring new coffee shops or wine bars, generally sipping a cold brew iced coffee in the morning and a nice rosé once it hits 5:00 somewhere. + +Due to the fact that I generally require both warmth and sunshine to function at any normal capacity, my wife and I bought an RV a couple years ago and hit the road fulltime, our sole requirement being that wherever we travel _must_ have a [UV index](https://www.google.com/search?sxsrf=ALeKk010aYaVBhFgzWm_AysLPp_ytPyFRg:1610376210393&q=What+is+the+best+UV+index+to+tan%3F&sa=X&ved=2ahUKEwjMk-bvjpTuAhXBp1kKHXVtDIwQzmd6BAgTEAU&biw=1080&bih=946&dpr=2) of 6 or greater. (At 45 feet long, our RV is larger by square footage than many apartments in New York or San Francisco!) + +Our party of 2 became a party of 3 last year. 🎉 Now that I am officially a dad, I am now legally entitled to make dad jokes. So in light of the rich cycling history of our company, I present the following: "Why couldn't the bicycle stand up by itself? It was two tired." + +
+ +
+ +
+ +
+ +![Cory portrait](../../images/team/Cory.png) + +
+ +
+ + + +
+ +
+ +### Kunal Pathak, Growth Engineer + +
+ +Hi! My name is Kunal. I'm a Bay Area native and a bit of a startup vet. + +I love helping teams discover new ways to apply data, product, and engineering to drive business outcomes. +Most recently, I led the growth team at Amplitude and at an education technology startup prior to that. + +When I'm not working on growth, you'll find me studying the Mamba Mentality, re-learning guitar chords, or making some ravioli (a lasagna if it's going poorly). + +In terms of cycling– a friend once convinced me to go on a bike ride from San Francisco to Mill Valley. We took the ferry home. + +
+ +
+ +
+ +
+ +![Kunal portrait](../../images/team/Kunal.png) + +
+ +
+ + + +
+ +
+ +### Buddy Williams, Software Engineer + +
+ +Howdy! I live in Atlanta, Georgia with my amazing partner of five years. I have +two truly wonderful kids, boy-9 and girl-12 who both level up in July. Oh, +geez, I'll have a teenager! I'm a hobbyist: unicycles, juggling, +acroyoga, hiking, cooking, rollerblading, skiing, climbing, and +lifting. My partner and the kids especially love hiking, playing video games, +and performing amazing acroyoga feats for folks in the park. +​ +I got started in programming at twelve years old. My grandfather was a +retired FFA engineer with access to old decommissioned hardware. He'd +bring it home for me to play with. My first computer was a TI-99/4A +where you recorded your programs on cassette tapes! I fell in love with +programming because I enjoyed both creative and reason based projects. +From drawing and crafts to math, science, and philosophy. Programming +gave me a big canvas for imaginary worlds, a place for self-expression +I hadn't found anywhere else. +​ +I was sixteen when I landed my first programming gig as a frontend engineer +for an agency. Afterwards, I helped co-found a radiology software company who +ensured patients received follow-up care. These patients were slipping +through the cracks, leading to fatal results not to mention expensive legal +settlements. From there I worked in big tech where I learned corporate politics +were no fun. After a few years of exploring I went back to my roots and founded +a tech consultancy. During this time, I had an idea for a revolutionary platform +for designers. So, I built a no-code app platform that allowed creatives to +design applications rather than code them. It was a wild and exhausting ride! +After a few years of catching my breath, I joined up with PostHog to +pursue their mission of making more successful products in the world! +I'm looking forward to all we will accomplish together. + +
+ +
+ +
+ +
+ +![Buddy Williams portrait](../../images/team/Buddy.png) + +
+ +
+ + + +
+ +
+ +### Li Yi Yu, Full Stack Engineer + +
+ +HI! I'm Li from NYC. I fell in love with coding towards the end of college, jumped into a programming bootcamp right after, worked at a healthtech company for two years, and here I am today! + +Some things I enjoy: karaoke, Switch/PC/board games, a good movie or series, struggling on hikes because I've spent too much time indoors, and exploring the NYC food scene. + +
+ +
+ +
+ +
+ +![Li portrait](../../images/team/Li.png) + +
+ +
+ + + +
+ +
+ +### Sam Winslow, Full Stack Engineer + +
+ +Hi! I’m Sam. I recently graduated from NYU, where I studied the interaction of media, technology & society. My earliest experiences with programming were building games on a TI-83 calculator and teaching myself BASIC at age 10. The first application I made was an MS Paint clone. I have worked in design, marketing, and software engineering since then. + +In my free time, I love building hardware projects, reading about logic & philosophy, cycling around NYC, and taking care of my puppy, Louie. + +One of the projects I'm most proud of was a social network for sharing music reviews. We had modest success among college students, and the biggest lesson I learned was that I wanted to spend more time coding new features and less time fighting the analytics tools in order to figure out what to build. + +I am always at the beginning of my journey to learn. + +
+ +
+ +
+ +
+ +![Sam portrait](../../images/team/Sam.png) + +
+ +
+ + + +## Contributors + +
+ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
diff --git a/content/charters.turnsys.com/pages/118.Handbook.SourceMaterial.people.team-structure.core-experience/default.md b/content/charters.turnsys.com/pages/118.Handbook.SourceMaterial.people.team-structure.core-experience/default.md new file mode 100644 index 0000000..81c236b --- /dev/null +++ b/content/charters.turnsys.com/pages/118.Handbook.SourceMaterial.people.team-structure.core-experience/default.md @@ -0,0 +1,44 @@ +--- +title: 'People' +menu: 'People' +--- + +--- +title: Team Core Experience +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Eric Duong (Team Lead, Full Stack Engineer)](/handbook/people/team/#eric-duong-software-engineer) +- [Paolo D'Amico (Product Manager)](/handbook/people/team#paolo-damico-product-team) +- [Buddy Williams, Full Stack Engineer](/handbook/people/team/#buddy-williams-software-engineer) +- Sam Winslow, Full Stack Engineer +- [Li Yi Yu, Full Stack Engineer]((/handbook/people/team/#li-yi-yu-software-engineer)) + +## Mission + +To create the easiest way to discover insights about products and its users + +## Responsibilities + +- Extending feature set as suggested by requests, by our own ideas, and by need for parity with other platforms +- Maintaining data quality and clarity +- Ensuring performant and clear user experience across all analytics functionality + + +## Customer + +- Any PostHog user, whether they're an engineer or a product manager, should be able to effectively analyze their product. + +## Output metrics + +- Retention per feature + +[Dashboard](https://app.posthog.com/dashboard/1124) + +## Slack channel + +[#team-core-experience](https://posthog.slack.com/messages/team-core-experience) diff --git a/content/charters.turnsys.com/pages/119.Handbook.SourceMaterial.people.team-structure.design/default.md b/content/charters.turnsys.com/pages/119.Handbook.SourceMaterial.people.team-structure.design/default.md new file mode 100644 index 0000000..e6abec6 --- /dev/null +++ b/content/charters.turnsys.com/pages/119.Handbook.SourceMaterial.people.team-structure.design/default.md @@ -0,0 +1,46 @@ +--- +title: 'People' +menu: 'People' +--- + +--- +title: Team Design +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Cory Watilo (Team lead, Lead Designer)](/handbook/company/team/#cory-watilo-lead-designer) +- [Lottie Coxon, Graphic Design)](/handbook/company/team#lottie-coxon-graphic-designer) +- Mike Nicklas, Front End Engineer + +## Mission + + + +## Responsibilities + +- Support Small Teams (and contributors) in building better versions of PostHog +- Enable customers to build better products (using PostHog) +- Communicate to prospective customers the value we provide + +Tangibly, we: + +- Initiate new projects to support the responsibilities above +- Support Small Teams in completing their sprint tasks +- Iterate based on feedback from customers + +## Customer + +- The other small teams - [here is a guide](handbook/company/working-with-design) on how to best work with the Design team. + +## Output metrics + +- Acquisition +- Retention + +## Slack channel + +[#team-design](https://posthog.slack.com/messages/team-design) diff --git a/content/charters.turnsys.com/pages/12.Handbook.Board.Charters.NonProfit-Committee-Charter/default.md b/content/charters.turnsys.com/pages/12.Handbook.Board.Charters.NonProfit-Committee-Charter/default.md new file mode 100644 index 0000000..32274fe --- /dev/null +++ b/content/charters.turnsys.com/pages/12.Handbook.Board.Charters.NonProfit-Committee-Charter/default.md @@ -0,0 +1,247 @@ +--- +title: 'Non Profit Committee Charter' +menu: 'Non Profit Committee Charter' +--- + + +# Non Profit Committee Charter + +## Non Profit Committee Responsibilities + +### Organization Related + +The Non Profit TSYS Group Entities: + +* Americans For A Better Network INC +* Side Door Group INC +* Side Door PAC INC + +are managed by the Non Profit Committee. + +### Primary duties of the Committee: + +1. To determine, create, and review the Entities mission and purpose. The Committee ensures that the Entities current mission statement +correctly expresses the Entities goals, its means, and the individuals the Entity primarily serves. + +2. Hire, supervise and evaluate the Executive Director. + +3. Ensure that the Executive Director has the support needed to further the mission of the organization. + +4. Participate in organizational planning, assist the Executive Director in implementing and monitoring the plan. + +5. Provide financial oversight including approving the annual budget and ensuring that proper financial controls are in place. + +6. Ensure that the organization is complying with legal and ethical standards. + +7. Board members should be able to articulate Entities mission, accomplishments, and vision to the public. + +8. Recruit new Board members and assess overall Board performance. + +9. Board members should strive to garner support (financial and otherwise) from the community. + +10. Determine, monitor, and strengthen Entities programs and services. + + +## Committee Role in the Operations of Non Profit entities + +1. Refrain from making special requests of the staff. + +2. Suggest nominees to the Committee who can make significant contributions to the work of the Committe and the Entities. + +3. Actively participate in functions and special events, as well as, educate others about the Entities. + +4. Be informed about Entity mission, services, policies, events, and keep up-to-date on developments in the area of internet access equality. + +5. Maintain strict adherence to TSYS Group conflict of interest and confidentiality policies. + +## Meetings + +The Committee meets approximately 10 times each year. The President of the Committee may call special meetings as needed. + +The Committee annual meeting is held every September. + +The Committee meets every month on the first Tuesday from 7:30 to 9:30 p.m CST + +Meetings may be attended remotely through electronic means. + +The presence of fifty percent (50%) of the directors at any meeting constitutes a quorum. + +## Term of Office + +Board members are elected to a two-year term of office. The term is without compensation. The Board is made up of 3 to 15 members. Terms begin in November at +our annual meeting and expire at the conclusion of the second annual meeting following their election. + +A director can only serve for three consecutive terms. Following completion of a director’s term, he or she is eligible for re-election after a one year +waiting period. + +## Orientation + +Generally, following appointment of new member to the Committee, an orientation will be conducted. All members of the Committee are expected to participate. + +## Committee Attendance Policy + +The Committee attendance policy helps to ensure full contribution of all Committee members. + +The Committee meets at least ten (10) times a year. A Committee attendance problem occurs if: + +1. A Committee member has two (2) unexcused absences in a row meaning the member did not communicate ahead of time to indicate they would be unable to attend. + +2. A Committee member has three (3) excused absences in a row. + +If a Committee attendance problem develops, the Committee President will promptly contact the Director to discuss the problem. The Director’s response +will be shared by the Committee President with the entire Committee at their next meeting. In that meeting, the Committee will decide what action should take +place (if any) regarding future membership. The Committee may choose to initiate removal proceedings. + +## Officers of the Committee + +The officers of the Committee serve one year terms in their respective offices. Any officer of the Committee may be removed by the two-thirds vote of the +voting Directors whenever in its judgment the best interests of the Entities will be served. + +### President + +1. Is a member of the Committee and serves as the chief volunteer of the Entities. +2. Presides at all meetings of the Committee after developing the agenda with the Entity Executive Directors. +3. Encourages the Committee role in strategic planning. +4. Appoints the chairpersons of sub committees, in consultation with the other Committee members. +5. Plays a leading role in fundraising activities. +6. Is a partner and liason with the Executive Director in achieving the mission of the Entities. +7. Reports to the full TSYS Group Board Of Directors on the committee’s decisions and recommendations. + +### Vice President + +1. Is a member of the Committee. +2. Performs responsibilities of the Committee President when the President is not available. +3. Works closely with the Committee President and the Group Entity staff to achieve the mission of the Entities. + +### Treasurer + +1. Is a member of the Committee. +2. Assists the Executive Director with fiscal matters of the organization, including account signature and reimbursement authorization of the Executive Director. +3. Works closely with the Entity's Executive Director to assure financial accountability. +4. Ensures development and Committee review of financial policies and procedures. +5. Works with Entity's Executive Director in reviewing the annual budget and financial reports for the Committee. + +### Secretary + +1. Is a member of the Committee. +2. Maintains records of the Committee and ensures effective management of the organization’s records. +3. Manages minutes of the Committee meetings and ensures minutes are distributed to members shortly after each meeting. +4. Is familiar with legal documents (e.g. Articles of Incorporation, Bylaws, and IRS letters) to note applicability at meetings. + +### Sub Committees + +The Committee can establish sub committees to assist them in conducting their business. Sub Committee meetings are held on an as needed basis. +Times and dates are set by the sub committee chairperson. All members of the Committee are expected to serve on at least one sub committee. + +### Executive Sub Committee + +The Executive Sub Committee oversees the operations of the Committee and often acts on behalf of the Committee during on-demand activities that occur +between meetings and these acts are later presented for review by the full Committee . The Executive Sub Committee is also responsible for completing an +annual performance evaluation for the Entity Executive Director and assists the Entity Executive Director with management and personnel matters. + +The Executive Sub Committee is comprised of the officers of the Committee. + +### Fundraising Sub Committee + +This sub committee ensures that funds are raised to enable the Entities to fulfill their mission. The members consider ways to finance the Entities beyond +charitable solicitations, e.g. earned income, fees, contracts. + +### Finance Sub Committee + +The Finance Sub Committee recommends policy regarding the Entity finances and assets and ensures adequate financial controls. The members assume +responsibility for safeguarding any endowment or reserve funds. + +### Nominating Sub Committee + +The Nominating Sub Committee members ensure the Committee has an effective process and structure in place to conduct business. They are responsible for +planning the Committee retreat, sub committee development, ongoing training of Committee members and Committee evaluation. + +This sub committee is responsible for recruiting, screening and orienting new Committee members. + +### Public Relations Sub Committee + +This sub committee promotes awareness of the Entities in the community and works to ensure the Entities enjoys a good public image. +Members are available to present to community organizations on the role of the Entities and the services they provide. + +### Ad Hoc + +From time to time, an ad hoc sub committee may be formed to accomplish a specific goal and then ceases to exist. Examples of ad hoc committees might +include: + +* Capital Campaign + +* Special Events + +* Strategic Planning + +* Facility + + +## Roles and Responsiblities + +| Activity | Board | Executive Director | +|----------|-------|--------------------| +|Develop long term goals (more than 1 year) | Approves | Recommends and provides input| +|Develop short-term goals |Monitors | Establishes and carries out| +|Day to day operation of the Center |No role | Makes all management decisions| +|Budget | Approves | Develops and recommends| +|Capital purchases over $5,000 | Approves | Prepares request| +|Approving expenses over $5,000 | Approves | Obtains estimates and prepares recommendation| +|Decisions on building renovations and expansion | Makes decisions, assumes responsibility | Makes recommendations| +|Authorize purchase of supplies |Approves budget | Purchases according to agency need| +|Minor repairs | Approves budget | Authorizes repairs up to $5,000| +|Hiring of staff | No role | Hires staff| +|Hiring Executive Director | Responsible for the hiring of Executive Director | No role| +|Staff assignment and supervision | No role | Responsible for assigning work and supervising| +|Terminate staff | No role | Makes final termination decision| +|Staff grievances| Has a role in grievances process, but only as it pertains to disciplinary action| All other grievances stop at the Executive Director who is responsible for enforcing policies| +|Staff salaries| Allocates line item for salaries in budget| Reviews and make recommendations at time of annual budget| +|Personnel policies |Approves | Recommends and administers| +|Staff evaluation |Evaluates Executive Director |Evaluates all other staff| +|Raising funds to support the Entities| Joint| Joint| + +## Committee and Staff Relationships + +The Executive Director is responsible for the hiring, termination and daily management and supervision of the Entity staff. + +It is important for the Entity members to maintain appropriate roles and boundaries with staff and adhere to rules of +confidentiality. For instance, if a staff person or volunteer approaches a Committee member with concerns or complaints about +the Entities operation, the Committee member should refer the matter back to the Executive Director. + +## Commitee Member as representative of Entity + +Committee members should be well informed of the mission and goals of the Entities. Each member should strive to educate, inform, and +recruit support for the programs in the community. + +Bearing in mind, that there may be situations in which Committee members should direct questions posed to them to the Executive Director or President. + +The situations may be when a Committee member is unsure of the answer or when: + +* Media involvement in a well publicized case + +* Inappropriate actions by staff or a Committee member + +* Liability or lawsuits + +It is important that when a Committee member has a question about a public statement, the Committee member first seek assistance from the organization. + +## Conflict of Interest + +Any duality of interest or possible conflict of interest on part of any Committee member should be disclosed to other Committee members and made a +matter of Committee action. + +Committee members shall not benefit financially from their association with the TSYS Group. + +Any Committee member having a duality of interest or possible conflict of interest on any matter should not vote or use his/her personal influence on +the matter and he/she should not be counted in determining the quorum for the meeting. + +The minutes of the meeting should reflect that a disclosure was made and that the Committee member abstained from voting. + +Committee personal relationships should not be used to influence decisions regarding staff hiring, evaluation, the choice of vendors, +or the provision of programs and services. + +Committee members should not request staff members to support their political positions or assist in their campaign for public office. + +Committee members are not allowed access to confidential organization records simply because of their position on the Committee and should not request +staff to breach confidentiality. + diff --git a/content/charters.turnsys.com/pages/120.Handbook.SourceMaterial.people.team-structure.extensibility/default.md b/content/charters.turnsys.com/pages/120.Handbook.SourceMaterial.people.team-structure.extensibility/default.md new file mode 100644 index 0000000..80c472a --- /dev/null +++ b/content/charters.turnsys.com/pages/120.Handbook.SourceMaterial.people.team-structure.extensibility/default.md @@ -0,0 +1,64 @@ +--- +title: 'People' +menu: 'People' +--- + +--- +title: Team Extensibility +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Marius Andra (Team lead, Full Stack Engineer)](/handbook/company/team/#marius-andra-software-engineer) +- [Michael Matloka (Full Stack Engineer)](/handbook/company/team/#michael-matloka-software-engineer) +- [Yakko Majuri (DevRel + Full Stack Engineer)](/handbook/company/team/#yakko-majuri-technical-writer-and-developer) + +## Mission + +Team Extensibility's job is to turn PostHog into a platform that everyone can integrate with. +In essence, we enable users to: +- get data _into_ PostHog +- get data _out of_ PostHog +- extend PostHog itself according to their needs + +## Responsibilities + +Team Extensibility is particularly responsible for: +- the plugin server +- the data ingestion pipeline +- PostHog integrations with all sorts of platforms (JS, Go, iOS, Zapier, Segment, etc.) +- the user experience of extensibility features in PostHog (e.g. plugins, webhooks) + +## Priorities + +1. Making sure there are no cracks in the walls and that we always keep in mind safety, security, and data + integrity of our systems. We code defensively, prefer allowlists to denylists, and so on. +2. A fabulous user experience. Connecting things to PostHog either via plugins or integrations + should spark joy. + +## Customer + +- Plugin developers, contributors to extensibility +- Plugin users (and in extension, all PostHog app users – who we'd love to make use of plugins) +- Integration users + +## Output metric + +- Number of plugins installed and/or in active use +- Used plugin-seconds on cloud, breakdown by team (for billing) +- Number of integrations and their usage + +[Dashboard](https://app.posthog.com/dashboard/1865) + +## Meetings + +- Sync: Monday, 9:00 UTC +- Sync: Wednesday, 15:00 UTC +- Internal release planning: Friday every other week + +## Slack channel + +[#team-extensibility](https://posthog.slack.com/messages/team-extensibility) diff --git a/content/charters.turnsys.com/pages/121.Handbook.SourceMaterial.people.team-structure.growth-engineering/default.md b/content/charters.turnsys.com/pages/121.Handbook.SourceMaterial.people.team-structure.growth-engineering/default.md new file mode 100644 index 0000000..106f2c0 --- /dev/null +++ b/content/charters.turnsys.com/pages/121.Handbook.SourceMaterial.people.team-structure.growth-engineering/default.md @@ -0,0 +1,67 @@ +--- +title: 'People' +menu: 'People' +--- + +--- +title: Team Growth Engineering +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Kunal Pathak (Team lead, Growth Engineer)](/handbook/company/team#kunal-pathak-growth-engineer) + +## Mission + +Generate scalable growth by applying focused efforts of product, data, and engineering to specific areas of our business. + +## Responsibilities + +* Own activation flow +* Own revenue flow +* Proactively search for (and execute) opportunities to run experiments to improve output metrics anywhere in the business + +## Customer + +Growth engineering works + +## Output metrics + +* Acquisition +* Activation +* Revenue + +## Principles + +### Solve Problems, not Metrics + +We do not focus on moving a number– we are focused on solving real problems and solving real pain to drive growth. Metrics are used to help inform the work we do, check our assumptions, and measure our progress. However, we believe metric growth is a side effect of great experiences and solving real pain. + +### Find the 80-20 + +It is important that we approach problems with pragmatic solutions – focus on finding the 20% that will solve 80% of the pain. + +As a team with a narrow and dynamic focus, it is critical for us to boil down problems to their core and to effect change on those. Future work or progress should be summarized and shared as learnings with the broader team so we can reprioritize when appropriate. + +We are a dynamic team that jumps across many different areas. We believe that it is better to be growing and getting better day by day for the next year than to be stagnant everyday but great in a year. + +### Any Jank is Jank + +We believe in product-led growth. This means that the product experience is always the most important thing to maintain. + +Pragmatism, dynamic ownership, and the 80-20 rule are not reasons to ship poor or broken product experiences. + +Nothing hurts growth more than a bad product. + +### Control the Inputs, Trust the Process + +Great execution beats everything. + +We believe that rapid iteration, compounding our learnings, and following our experiment process will eventually lead to success. We trust that as long as we are making sound decisions and running great analyses, the right things will happen. + +## Slack channel + +[#team-growth-engineering](https://posthog.slack.com/messages/team-growth-engineering) \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/122.Handbook.SourceMaterial.people.team-structure.infrastructure/default.md b/content/charters.turnsys.com/pages/122.Handbook.SourceMaterial.people.team-structure.infrastructure/default.md new file mode 100644 index 0000000..221221c --- /dev/null +++ b/content/charters.turnsys.com/pages/122.Handbook.SourceMaterial.people.team-structure.infrastructure/default.md @@ -0,0 +1,78 @@ +--- +title: 'People' +menu: 'People' +--- + +--- +title: Team Infrastructure & Deployments +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +![Image of Cloud Infrastructure](https://github.com/PostHog/posthog-cloud/blob/master/docs/images/infra.png?raw=true) + +## People + +- [James Greenhill](/handbook/company/team/#james-greenhill-software-engineer) (Team lead, Data/Infra Engineer) +- [Karl-Aksel Puulmann](/handbook/company/team/#karl-aksel-puulmann-software-engineer) (Full Stack Engineer) + +## Mission + +Make using and developing for PostHog as reliable as running water. Wherever you want it. + +## Goals + +- We don't lose events +- Data is as up to date as possible +- Engineers always be able to ship and build +- Fail fast. Fix faster. +- Ship anywhere +- Stack scales with demand +- Support Small Teams (and contributors) in building and debugging Posthog +- Be frugal. + +## Responsibilities +Concrete things we take responsibility over: + +- [app.posthog.com](app.posthog.com) and its infrastructure +- On Prem & Single Tenant deployments +- CI/CD - How we deploy +- Data infrastructure (Clickhouse, Kafka) +- Monitoring and Alerting stack + +## Customer + +- Other Small Teams in making sure they have the tools (databases, queues, etc) and the ability to deploy effortlessly that they need to build +- End users (Both cloud and on-prem teams) + +## Output metrics + +### VPC +###### Retention +- Metric: Retention +- Objective: Better than cloud +### Cloud +###### Data Loss +- Metric: Data loss % +- Objective: < 0.1% +###### Uptime +- Metric: Uptime +- Objective: > 99.99% +###### Speed +- Metric: Speed +- Objectives + - Event ingestion: TBD + - Query response: TBD +- Overall: We should anticipate increasing demand (either manually or automatically) +##### Cost +- Metric: Infra Costs +- Objective: Our costs should grow at a rate that is sublinear relative to scale +### Dev Experience +##### Dev Experience NPS (Infra) +- Metric: Developer experience (relating to infra) (maybe NPS?) +- Objective: TBD (maybe NPS?) + +## Slack channel + +[#team-deployments-and-infrastructure](https://posthog.slack.com/messages/team-deployments-and-infrastructure) diff --git a/content/charters.turnsys.com/pages/123.Handbook.SourceMaterial.people.team-structure.marketing/default.md b/content/charters.turnsys.com/pages/123.Handbook.SourceMaterial.people.team-structure.marketing/default.md new file mode 100644 index 0000000..51d7bca --- /dev/null +++ b/content/charters.turnsys.com/pages/123.Handbook.SourceMaterial.people.team-structure.marketing/default.md @@ -0,0 +1,41 @@ +--- +title: 'People' +menu: 'People' +--- + +--- +title: Team Marketing +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- Mo Shehu, Content Marketer + +## Mission + +Make PostHog a ubiquitous developer tool. + +## Customer + +Innovative technical teams, who care about: + +* a unified product analytics platform +* open source +* control: hosting, pricing, source, data, privacy and security + +We will expand to non-technical teams when we have achieved technical awareness saturation. + +## Output metrics + +* Acquisition + +## Philosophy + +Be kind, concise and direct. + +## Slack channel + +[#team-marketing](https://posthog.slack.com/messages/team-marketing) diff --git a/content/charters.turnsys.com/pages/124.Handbook.SourceMaterial.people.team-structure.people/default.md b/content/charters.turnsys.com/pages/124.Handbook.SourceMaterial.people.team-structure.people/default.md new file mode 100644 index 0000000..bda8e69 --- /dev/null +++ b/content/charters.turnsys.com/pages/124.Handbook.SourceMaterial.people.team-structure.people/default.md @@ -0,0 +1,50 @@ +--- +title: 'People & Culture' +menu: 'People & Culture' +--- + +--- +title: Team People +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People & Culture + +- [Eltje Lange](/handbook/company/team#eltje-lange-people-and-talent) +- [Recruitment and Operations Coordinator](https://apply.workable.com/posthog/j/554EC800BE/) (currently hiring!) + +## Mission + +Make PostHog the best place everyone here has ever worked. Our goal is to create a world-class (remote) culture, prioritising impact, autonomy and personal development. + +## Responsibilities + +Our people team works across talent, people operations and culture: + +- We attract, engage and hire top talent from around the world, while ensuring an outstanding candidate and hiring manager experience. +- Building a [diverse and inclusive culture](/handbook/company/diversity) is at the heart of everything we do. +- We support our team throughout the entire employee lifecycle - from making an offer, to onboarding and career development, to parental leave and eventually parting ways. +- We create light-touch initiatives and processes that allow PostHog to act fast (while complying with local legislation) and [iterate](/handbook/company/culture#iteration) continuously. +- In the people team, we live and breathe our [culture](/handbook/company/culture) and [values](/handbook/company/values), and constantly work to make PostHog an even better place to work. + +## Customer + +All small teams as well as current, future and past candidates. + +## Output metrics + +Talent: +- Hiring progress vs. plan +- Time to hire +- Percentage of hires from [under-represented groups](/handbook/company/diversity#how-diversity-helps-us) + +People and culture: +- Quarterly Team engagement survey +- Turnover rate (voluntary and involuntary) + +## Slack channel + +[#people](https://posthog.slack.com/messages/people) - internally public, default for most people discussions +[#people_ops](https://posthog.slack.com/messages/people_ops) - internally confidential, for minority of issues, e.g. salaries, candidate offers \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/125.Handbook.SourceMaterial.people.team-structure.team-structure/default.md b/content/charters.turnsys.com/pages/125.Handbook.SourceMaterial.people.team-structure.team-structure/default.md new file mode 100644 index 0000000..a2ad61b --- /dev/null +++ b/content/charters.turnsys.com/pages/125.Handbook.SourceMaterial.people.team-structure.team-structure/default.md @@ -0,0 +1,53 @@ +--- +title: 'Engineering' +menu: 'Engineering' +--- + +--- +title: Team structure +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +We've organised the team into small teams that are multi-disciplinary. [You can read about why we've done it this way.](/handbook/people/team-structure/why-small-teams). + +## Engineering + +- **Core experience** + - [Eric Duong (Team Lead, Full Stack Engineer)](/handbook/people/team/#eric-duong-software-engineer) + - [Paolo D'Amico (Product Manager)](/handbook/people/team#paolo-damico-product-team) + - [Buddy Williams, Full Stack Engineer](/handbook/people/team/#buddy-williams-software-engineer) + - Sam Winslow, Full Stack Engineer + - [Li Yi Yu, Full Stack Engineer]((/handbook/people/team/#li-yi-yu-software-engineer)) + +
+ +- **[Extensibility](extensibility)** + - [Marius Andra (Team lead, Full Stack Engineer)](/handbook/company/team/#marius-andra-software-engineer) + - [Michael Matloka (Full Stack Engineer)](/handbook/company/team/#michael-matloka-software-engineer) + - [Yakko Majuri (DevRel + Full Stack Engineer)](/handbook/company/team/#yakko-majuri-technical-writer-and-developer) + +
+ +- **[Infrastructure and Deployments](infrastructure)** + - [James Greenhill](/handbook/company/team/#james-greenhill-software-engineer) (Team lead, Data/Infra Engineer) + - [Karl-Aksel Puulmann](/handbook/company/team/#karl-aksel-puulmann-software-engineer) (Full Stack Engineer) + +
+ +- **[Growth engineering](growth-engineering)** + - Kunal Pathak (Growth Engineer) + +## [Design](design) + +- Cory Watilo (Team lead, Lead Designer) +- Lottie Coxon (Graphic Designer) + +## [Marketing](marketing) + +- Mo Shehu (Content Marketer) + +## [People & Culture](people) + +- [Eltje Lange](/handbook/people/team#eltje-lange-people-and-talent) (People and Talent) diff --git a/content/charters.turnsys.com/pages/126.Handbook.SourceMaterial.people.team-structure._team_template/default.md b/content/charters.turnsys.com/pages/126.Handbook.SourceMaterial.people.team-structure._team_template/default.md new file mode 100644 index 0000000..6a8cbdb --- /dev/null +++ b/content/charters.turnsys.com/pages/126.Handbook.SourceMaterial.people.team-structure._team_template/default.md @@ -0,0 +1,28 @@ +--- +title: 'People' +menu: 'People' +--- + +--- +title: Team Example +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## People + +- [Jane Doe (Team Lead, Full Stack Engineer)](/handbook/company/team/#jane-doe-software-engineer) +- [Max Mustermann (Full Stack Engineer)](/handbook/company/team/#max-mustermann-software-engineer) + +## Mission + +## Responsibilities + +## Customer + +## Output metrics + +## Slack channel + +[#team-example](https://posthog.slack.com/messages/team-example) diff --git a/content/charters.turnsys.com/pages/127.Handbook.SourceMaterial.people.team-structure.why-small-teams/default.md b/content/charters.turnsys.com/pages/127.Handbook.SourceMaterial.people.team-structure.why-small-teams/default.md new file mode 100644 index 0000000..91bcbc2 --- /dev/null +++ b/content/charters.turnsys.com/pages/127.Handbook.SourceMaterial.people.team-structure.why-small-teams/default.md @@ -0,0 +1,115 @@ +--- +title: 'How it works' +menu: 'How it works' +--- + +--- +title: Why Small Teams +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +PostHog is structured for speed, autonomy and innovation. + +Many traditional organizations have big, separate functions. You have a product team, an engineering team, customer support, and so on. This slows things down when you scale because there are more layers of communication and complex approval chains. This stifles innovation - you have to get your boss to talk to someone else's boss to get work done. It also means that people can't really see the impact of their work. + +PostHog started off as a completely flat company with one big goal: to increase the number of successful products in the world. + +As we are getting bigger, we anticipate that it will get harder for people to see the direct impact of their work, which reduces the sense of ownership. + +We have therefore introduced Small Teams. These are designed to each operate like a startup. + +# How it works + +* The overall goal is for a Small Team to be as close to its own startup as possible, with only a handful of centralized processes +* A Small Team should never be more than six people +* A Small Team has an Accountable Person responsible for its performance - whoever is most appropriate depending on what the team is working on. This does _not_ mean the most senior person on the team. +* A Small Team must have (1) a customer (internal or external), (2) a mission and (3) metrics +* There may be certain functions where at our current stage we don't need a Small Team yet. +* Each Small Team runs its own retrospective + sprint every week. This must be done transparently. +* A Small Team has the final call in which of its features get into production, with no need for external QA/control - within our existing release schedule. +* A Small Team will, at some stage, be able to create its own pricing (too complex in immediate future to do this, however) +* Small teams should document what they build. + +# Small Teams list + +* Core Experience (trends, retention, funnels) +* Extensibility (plugins/APIs) +* Deployments and Infrastructure (AMI/VPC/PostHog Cloud) + +# Functional teams + +* People & Culture +* Marketing (includes website) +* Growth Engineering (proactive experiments / activation flow / revenue flow) +* Design + +# FAQ + +## Who do Small Teams report to? How does this work with management? + +The Accountable Person has the final say in a given Small Team's decision making - they decide what to build / work on. + +Each person's line manager is their role's functional leader (if possible). For example, engineers, no matter which Small Team they're in, will report to an engineer. It's important to note that management at PostHog is [very minimalist](management) - it's critical that managers don't set tasks for those in Small Teams. + +Think of the Small Team as the company you work for, and your line manager as your coach. + +## Can someone be in multiple Small Teams? + +No. This defeats the purpose of ownership. We should be hiring in both places. Sometimes that'll mean we "overstaff" certain teams, but in reality there will always be further projects we can move people onto if they run out of work. It's better to do this than to be perpetually understaffed and for our product to suffer as a result. + +## Who is in a Small Team? + +No more than 6 people, but that's the only rule. It could be any group of people working together. + +## Will this lead to inconsistent design? + +Eventually, yes. Other companies have a UX team that build components for everyone to use. Since we currently use [Ant Design](https://ant.design/), we don't need this just yet. + +## Can I still [step on toes](/handbook/values)? + +Yes. In fact it's actively encouraged. We still expect people to have an understanding of the entire company and what various people are working on. In engineering, we still expect you to understand how the entire system works, even if you're only working on infrastructure. You can only do your job well if you understand how it fits in with other parts of the system. + +You're actively encouraged to raise pull requests or propose changes to stuff that doesn't have anything to do with your small team. + +## Can people change teams? + +We try to keep moves infrequent and when needed. We anticipate moving people roughly every 3-9 months. We'd rather hire new people than create gaps by shifting people around. + +There are two scenarios that will trigger a move: + +* The Small Team may realize they no-longer need someone, or that they could really do with someone currently in another Small Team internally. +* An individual team member may wish to move in order to develop their skills or experience. + +It is at the discretion of the _manager_ of that person if they can move. + +## Aren't most our Small Teams way too small? + +In certain cases, but not everywhere. This will clarify where people will work. In fact, it'll make sure we keep the scrappy fun side of working here as we get bigger. A team doesn't _have_ to be six people. + +## How does hiring in the Small Team work? + +The Small Team is responsible for creating roles for those that they need. + +We have a centralized team that will then help you hire. + +James and Tim will meet every hire we make - it's a standard startup failure for founders to get too removed from hiring. We are very happy to then give you complete autonomy on the work you do, as best we can. + +## Does a Small Team have a budget? + +Spend money when it makes sense to do so. See our general policy on spending money. + +## How do you keep the product together as a company? + +Marcus (Tim until Marcus starts) will be ultimately responsible for us having (i) no gaps in product (ii) eliminating duplicate work (iii) making sure all Small Teams are working on something rational. This is how we manage the product. + +## How do you stop duplicate work? + +Marcus (Tim until Marcus starts) has the ultimate responsibility to make sure we don't build the same thing in two different teams, or that we don't accidentally compete with each other internally. + +By keeping communication asynchronous and transparent, this is made much easier to do than is typical at other organizations. + +## Can a Small Team "own" another Small Team? + +Not for now, no. Perhaps when we're much larger this is something to think about. diff --git a/content/charters.turnsys.com/pages/128.Handbook.SourceMaterial.people.time-off/default.md b/content/charters.turnsys.com/pages/128.Handbook.SourceMaterial.people.time-off/default.md new file mode 100644 index 0000000..f8a664a --- /dev/null +++ b/content/charters.turnsys.com/pages/128.Handbook.SourceMaterial.people.time-off/default.md @@ -0,0 +1,60 @@ +--- +title: 'Permissionless Time Off' +menu: 'Permissionless Time Off' +--- + +--- +title: Time off +sidebar: Handbook +showTitle: true +--- + +PostHog encourages its team to take time off to recharge. + +We have a flexible time off policy. Sometimes you need an extra day or two. + +We believe people need 20 days off a year plus a sprinkling of national holidays to have meaningful time with their families, to explore or just to relax. + +PostHog therefore offer unlimited time off, but with an expectation that you take _at least 25 days off a year_, inclusive of national holidays. + +This is to make sure that people can take time off flexibly, whilst not feeling guilty about taking time off. + +The reason for this policy is that it's critical for PostHog that we hire people we can trust to be responsible with their time off - enough that they can recharge, but not so much that it means we don't get any work done. + +## Permissionless Time Off + +You do not need to "clear" time off with your manager. + +We care about your results, not how long you work. Whilst no approval is needed, it shouldn't be at the expense of business getting done. For example, having the entire technical team off means we can't be responsive to community issues. Please coordinate with your team. + +When you pick a date(s) to have off, please enter it into [CharlieHR](https://posthog.charliehr.com/) and it will be automatically approved and added to the team time off calendar. Remember to set an out of office message on your email. + +The same rules as above apply regardless of the vacation length. + +You can add the team time off calendar to Google Calendar by following [these instructions](https://intercom.help/charliehr/en/articles/839648-importing-your-time-off-calendar-to-google-calendar) on CharlieHR as well. CharlieHR only refreshes the calendar twice a day, so any changes you make won't be reflected immediately. + +## When You Should Have Time Off + +### You are sick + +If you are sick, you don't need to work and you will be paid. This is assuming you need a day or two off, then just take them. + +Please let your manager know if you need to take off due to illness as soon as you are able to. + +For extended periods of illness, please speak to us so we can work out a plan. In some countries, we may be required to request a doctor's note from you. + +### Jury Duty / Bereavements / Voting / Child Admin Disasters + +There are lots of situations where life needs to come first. Please let it - just be communicative with us and fit your work around it as you need. + +## Parental Leave + +Parental leave is exceptional as it needs to be significantly longer than a typical vacation. Anyone at PostHog, regardless of gender, is able to take parental leave, and regardless of the way you've become a parent - childbirth, adoption or foster care. + +If you have been at PostHog for over 1 year, you can take up to 12 weeks off on full pay. You can take a further 4 weeks unpaid leave if you need more time. After this, if you need to stagger your return to work, you can come back at 50% capacity on 50% pay afterwards. If you live in a country where a statutory parental leave benefit is available, you will be required to claim statutory parental leave pay (if you are eligible) and PostHog will supplement any gaps. + +If you have been at PostHog for under 1 year, we will pay you according to your local jurisdiction's legal requirements. + +Please communicate parental leave to your manager as soon as you feel comfortable doing so, and in any case at least 2 months before it will begin. + +We are aware that there are local laws around time off for new parents in every country, and that these may vary. Wherever there is a discrepancy between local regulations and PostHog policy, local laws will override PostHog. diff --git a/content/charters.turnsys.com/pages/129.Handbook.SourceMaterial.people.training/default.md b/content/charters.turnsys.com/pages/129.Handbook.SourceMaterial.people.training/default.md new file mode 100644 index 0000000..1e7a4c9 --- /dev/null +++ b/content/charters.turnsys.com/pages/129.Handbook.SourceMaterial.people.training/default.md @@ -0,0 +1,30 @@ +--- +title: 'Books' +menu: 'Books' +--- + +--- +title: Training +sidebar: Handbook +showTitle: true +--- + +The better you are at your job, the better PostHog is overall! + +## Books + +*Everyone* at PostHog is eligible to buy books to help you in your job. + +The reason we think books can be more helpful than just Googling stuff, is that the level of quality has to be higher for them to get published. + +You may buy a couple of books a month without asking for permission. As a general rule, spending up to \$40/month on books is fine and requires no extra permission. + +Books do not have to be tied directly to your area, and they only need be loosely relevant to your work. For example, biographies of leaders can help a manager to learn, and can in fact be more valuable than a tactical book on management. Likewise, if you're an engineer, a book on design can also be particularly valuable for you to read. + +## Training budget + +We have an annual training budget for every team member, regardless of seniority. The budget can be used for relevant courses, training, formal qualifications, or attending conferences. You do not need approval to spend your budget, but you might want to speak to your manager first, in case they have some useful feedback or pointers to a better idea. + +The training budget is \$1000 per calendar year, but this _isn't_ a hard limit - if you want to spend in excess of this, have a chat with your manager. Where the costs are higher than \$1000, please give Charles a heads-up, so he can increase your card limit. + +If possible, please share your learnings with the team afterwards! diff --git a/content/charters.turnsys.com/pages/13.Handbook.Board.Charters.Redwood-Committee-Charter/default.md b/content/charters.turnsys.com/pages/13.Handbook.Board.Charters.Redwood-Committee-Charter/default.md new file mode 100644 index 0000000..712c1a9 --- /dev/null +++ b/content/charters.turnsys.com/pages/13.Handbook.Board.Charters.Redwood-Committee-Charter/default.md @@ -0,0 +1,9 @@ +--- +title: 'Redwood Springs Capital Partners - Committe Charter' +menu: 'Redwood Springs Capital Partners - Committe Charter' +--- + + +# Redwood Springs Capital Partners - Committe Charter + +To be written soon diff --git a/content/charters.turnsys.com/pages/130.Handbook.SourceMaterial.strategy.business-model/default.md b/content/charters.turnsys.com/pages/130.Handbook.SourceMaterial.strategy.business-model/default.md new file mode 100644 index 0000000..a020961 --- /dev/null +++ b/content/charters.turnsys.com/pages/130.Handbook.SourceMaterial.strategy.business-model/default.md @@ -0,0 +1,50 @@ +--- +title: 'Why would you work on the Community Edition?' +menu: 'Why would you work on the Community Edition?' +--- + +--- +title: Business Model +sidebar: Handbook +showTitle: true +--- + +
+ +PostHog is a for profit company that balances the need to improve the open source code of PostHog with the need to add source-available features in order to generate income. We will build an open core business model. + +## Why would you work on the Community Edition? + +A concern could be that given our business model, we'd only work on paid features. + +The reality is that paid features can increase our revenue, thus our ability to grow and hire more developers, who we will use on both versions of the product. When we work on the Community Edition, it increases the community size, which means we end up with more features, and thus a better product. This means we get yet more community growth and it also helps with revenue growth since the source-available product will also improve. + +At the moment, 100% of our focus is on the Community Edition of the software. + +## Promises + +1. We won't introduce features into the open source codebase with a delay. +1. We will always release and open source all tests we have for an open source feature. +1. The open source codebase will never contain arbitrary limits (i.e. event volumes, user numbers). +1. The majority of new features made by PostHog will remain open source. +1. The product will always be available for download without leaving an email address or logging in. +1. We will always allow you to [benchmark](https://news.ycombinator.com/item?id=18103162) PostHog. + +## What features are paid only? + +If the wider community contributes a new feature that isn't already a source-available feature, we aim to nearly always include it into the open source codebase. + +When PostHog makes a new feature, we ask ourselves two questions: + +1. Who is the likely type buyer of this feature? +1. Would this feature help more users find and use PostHog? + +If the likely buyer is an individual contributor, the feature will be open source. Otherwise, if the likely buyer is a manager, director or executive, it will be source available. The exception to this is if the feature will significantly help the community to increase. For example, initially we planned "multiple users" as a feature for the source-available version. However, we decided that having multiple users would help the community to grow, which benefits everyone disproportionately. + +## How open source benefits from open core + +1. PostHog contributes many new features to the open source version. Having a viable business model makes it easier for us to invest more here. +1. Security fixes. +1. Support until the community can self sustain itself. +1. Performance improvements. +1. Running an upgrade server. diff --git a/content/charters.turnsys.com/pages/131.Handbook.SourceMaterial.strategy.investors/default.md b/content/charters.turnsys.com/pages/131.Handbook.SourceMaterial.strategy.investors/default.md new file mode 100644 index 0000000..59bab39 --- /dev/null +++ b/content/charters.turnsys.com/pages/131.Handbook.SourceMaterial.strategy.investors/default.md @@ -0,0 +1,51 @@ +--- +title: 'Series A' +menu: 'Series A' +--- + +--- +title: Investors +sidebar: Handbook +showTitle: true +--- +PostHog are proud to have many world-class investors. + +## Series A + +We raised a \$9M Series A round, led by Alphabet’s VC firm GV, with participation from YCombinator's Continuity Fund and Tapas Capital. + +We brought on board Jason Warner (CTO GitHub) as an investor. + +## Seed + +We raised a \$3M seed round, led by YCombinator and 1984 VC. + +We are also grateful to work with the support of the following: + +* Unusual Ventures +* Liquid2 Ventures +* Kima Ventures +* Sunflower Ventures +* Uncorrelated +* Tapas Capital +* SV Angel +* Twenty Two Ventures + +## Angels + +We have brought on a brilliant group of angel investors throughout PostHog's life: + +* David Buxton (founder of Arachnys) +* Dalton Caldwell (founder of imeem / YC Head of Admissions) +* David Cramer (founder of Sentry) +* Brad Flora (founder of PerfectAudience) +* Adam Goldstein (founder of Hipmunk) +* Solomon Hykes (founder of Docker) +* Rujul Zaparde (founder of FlightCar) +* Many more (add yourself via a pull request!) + +## Interested? + +If you'd like to talk to us about an investment in PostHog, please drop us a line at [investors@posthog.com](mailto:investors@posthog.com). + +If you are a startup and want an introduction or advice, please email us at [hey@posthog.com](mailto:hey@posthog.com). We can get very busy but we'll do our best to at least respond in all cases. diff --git a/content/charters.turnsys.com/pages/132.Handbook.SourceMaterial.strategy.investor-updates/default.md b/content/charters.turnsys.com/pages/132.Handbook.SourceMaterial.strategy.investor-updates/default.md new file mode 100644 index 0000000..07305f4 --- /dev/null +++ b/content/charters.turnsys.com/pages/132.Handbook.SourceMaterial.strategy.investor-updates/default.md @@ -0,0 +1,64 @@ +--- +title: 'Investor Updates' +menu: 'Investor Updates' +--- + +--- +title: Working with Investors +sidebar: Handbook +showTitle: true +--- + +
+ +PostHog brings investors on as partners. + +There is a lot of value added from investors: + +* Financing so we can build a better and more ambitious product, hence growing faster +* Strategic or tactical advice +* Connections to valuable finance partners +* Connections to valuable potential customers +* Help with hiring a world-class team + +# Investor Updates + +Investor updates are sent on a monthly basis. This keeps news small and actionable, creates discipline, yet isn't so frequent that much time is spent on reporting. + +The format is as follows: + +``` +------------------------------------------------ +Thanks + +This is to encourage people to be helpful, which is in everyone's interest, and is part of being nice to work with! + +------------------------------------------------ +Asks + +We may need help with connections to people or organizations, with hiring, or troubleshooting / rubber-ducking. + +------------------------------------------------ +Key metrics + +Investors have a right to know how we're doing. Putting up regular numbers keeps our team focused, and makes many problems more obvious so we can tackle them. + +------------------------------------------------ +Lowlights + +We don't want to surprise people, and by raising issues we may have others help us. We will commit to 3 lowlights every month so we have to include something here. + +------------------------------------------------ +Highlights + +We should surface key opportunities or exciting moments so we can aim to grow fast and to keep people excited. + +------------------------------------------------ +Expectations + +What we're planning for the next month. This context increases our chances of getting help from investors. + +------------------------------------------------ +``` + +We do not share investor updates publicly. This is because we often need to mention specific clients, legal and finance issues, all of which are in the rare category of being potentially harmful to discuss. diff --git a/content/charters.turnsys.com/pages/133.Handbook.SourceMaterial.strategy.prioritization/default.md b/content/charters.turnsys.com/pages/133.Handbook.SourceMaterial.strategy.prioritization/default.md new file mode 100644 index 0000000..e3b5ce9 --- /dev/null +++ b/content/charters.turnsys.com/pages/133.Handbook.SourceMaterial.strategy.prioritization/default.md @@ -0,0 +1,213 @@ +--- +title: 'Our mission' +menu: 'Our mission' +--- + +--- +title: Prioritization +sidebar: Handbook +showTitle: true +--- + +As there is a lot of autonomy at PostHog, it's useful to have a common framework for how to make prioritization decisions. + + +## Our mission + +Our mission is to increase the number of successful products in the world. + +To achieve this, we will need revenue to be able to re-invest into making a better product. + +## How is our Product-Market Fit? + +Below is a table of how we see our product-market fit for various sizes of companies and various job roles. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
EnthusiastStartupScaleupEnterprise
Engineers / PMs with technical expertiseScalability
Advanced analytics		Scalability
Advanced analytics
Non-technical PMs, marketing, sales, businessToo technicalToo technical
Feature set / integrations		Too technical
Feature set / integrations		Too technical
Feature set / integrations
AnalystsDirect SQL access
Plugins for data lakes		Direct SQL access
Plugins for data lakes
Enterprise procurementSOC 2
VPC
+ + + +As you can see, we have good product-market fit with engineers generally, and specifically for enthusiasts and startups. + +## Value + +Now let's look at how building things for the different size companies helps us achieve our two goals: + +1. Increase the number of successful products in the world +2. Increase revenue so we can re-invest in #1 + +Given scores from 1-5, here's how each type of company stacks up against those two values. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
EnthusiastStartupScaleupEnterprise
Successful productsLow (1/5)Very high (5/5)High (4/5)Low (1/5)
RevenueLow (1/5)Mid (2/5)High (4/5)Very high (5/5)
CombinedLow (1/5)High (3/5)High (3.5/5)High (3/5)
+ + +## Putting it together + +When thinking of building a new feature, we can combine the product-market fit table and the priority table into one. + +We have three options for each box: +- Deprecate: stop supporting +- Maintain: fix bugs but don't introduce new features +- Grow: fix bugs, do marketing and make PostHog easier to get started with but don't build new features. +- Build: all of the above + building new features specifically for these categories + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
EnthusiastStartupScaleupEnterprise
EngineersMaintainBuildBuildBuild
Non-technical rolesMaintainMaintainMaintain
AnalystsMaintainBuildBuild
Enterprise procurementN/ABuild
+ + + +## Comparing features + +If you're trying to decide between two things to work on, a useful exercise can be the following: + +1. Estimate the number of successful products that could come out of each category globally (example numbers given) +2. Estimate the amount of revenue we could grab from those categories (example numbers given) +3. Estimate how many of the successful products we could create if we had this feature +4. Estimate how much revenue we could get if we had this feature +5. Repeat steps 1-4 for the feature you're trying to compare + +For example, for our virtual private cloud feature we came up with the following numbers: + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
EnthusiastStartupScaleupEnterprise
Global successful products10m1m10k10k
Global revenue$0$240m$500m$4B
Additional successful products from feature0%5%5%10%51.5k
Additional revenue from feature0%15%15%30%$1,311m
+ + +The point of this exercise is not to come up with the 'correct' numbers. The point is to go through a thought exercise that'll help you figure out the impact of what you're working on. + +The idea also isn't that you should do this for every feature you build. Instead, you'll now have a framework for how to think about the impact of what you're building. diff --git a/content/charters.turnsys.com/pages/134.Handbook.SourceMaterial.strategy.roadmap/default.md b/content/charters.turnsys.com/pages/134.Handbook.SourceMaterial.strategy.roadmap/default.md new file mode 100644 index 0000000..18e2971 --- /dev/null +++ b/content/charters.turnsys.com/pages/134.Handbook.SourceMaterial.strategy.roadmap/default.md @@ -0,0 +1,56 @@ +--- +title: '1. Core product' +menu: '1. Core product' +--- + +--- +title: Roadmap +sidebar: Handbook +showTitle: true +--- + +Our mission is to increase the number of successful products in the world. + +Our roadmap for 2021 will do three things: +1. Create a solid core product that's easy to use +2. Ensure the best developer platform for event-based analytics +3. Set PostHog up to service huge volumes + +# 1. Core product + +PostHog is a product that people love, primarily because it covers 90% of analytics use cases but bundled into one package. +Some examples of the functionality we've built last year: + +- Product analytics +- Session recording +- Feature flags +- Heatmaps +- Autocapture + +There's plenty of work to be done within those categories to make a product that is especially useful for engineers and other product minded people. To add on to that, this year we want to build: + +- A/B testing +- User feedback +- Data pipelines + +On top of those new categories we have a lot of work to do to make our product more stable at higher volumes (especially when self-deploying), much easier to get started with and to catch up with other state-of-the-art analytics software. + +# 2. Best developer platform + +Developers like using PostHog for many reasons. We're open-source at our core, which has helped a huge amount in gaining trust and adoption from the developer community. +It's easy to debug, you can self-host and PostHog is now starting to become extensible. + +This year we're going to lean into that last item. We've kept plugins relatively quiet so far, but we believe plugins will be what will make PostHog the default choice for developers. + +We see a ton of usecases, like integrating PostHog into an existing data warehouse, pulling in stats from other APIs and pushing data into other services. + +There will be work on three main fronts: +- Building plugins ourselves +- Giving our community the tools to create their own +- Promote adoption of these plugins. + +# 3. Service huge volumes + +We are getting a lot of inbound interest from enterprise customers who want to either have us host PostHog or want to host it themselves. +We are starting to have experience scaling instances, but we'll need to get a lot better at this to service the biggest customers. +This isn't just about one-off scaling challenges. To do this at scale, we'll need to productize the deployment of a large instance of PostHog. diff --git a/content/charters.turnsys.com/pages/135.Handbook.SourceMaterial.strategy.strategy/default.md b/content/charters.turnsys.com/pages/135.Handbook.SourceMaterial.strategy.strategy/default.md new file mode 100644 index 0000000..c266a5c --- /dev/null +++ b/content/charters.turnsys.com/pages/135.Handbook.SourceMaterial.strategy.strategy/default.md @@ -0,0 +1,50 @@ +--- +title: 'Meet our users, and their problems' +menu: 'Meet our users, and their problems' +--- + +--- +title: Strategy overview +sidebar: Handbook +showTitle: true +--- + +> PostHog's mission is to increase the number of successful products in the world. + +## Meet our users, and their problems + +Our best users look a little like this: + +* They are a founder, product manager or an engineer (often a senior one) +* They may work in a startup, scaleup or enterprise +* Their company builds software, at least in some capacity, and cares about the end users of their software + +## How we'll meet their needs + +We're consolidating a fragmented set of tools in the market that help software teams understand and act on user behavior. Companies already know why product analytics matter. + +Being open source uniquely enables this approach - we're the only team able to build a true platform that others can build on, to accelerate our breadth of tools that we consolidate. + +This is generating opportunities to redefine the category by strengthening the integrations between these tools. + +Breadth does come at the expense of depth. We do not aim to answer 100% of questions a product manager or engineer may have about user behavior, so making it easy to integrate PostHog with an existing stack of tools (such as data lakes) is important, mainly for larger volume users. + +## Traction + +We've had ~3,000 deployments since we started. + +PostHog helps power products as diverse as those in airlines and banks, to indie gamers making it more fun to protect earth from aliens to underwear startups working on their retention. Across all devices. + +## The future + +Software is a good chunk through eating the World. + +Product led growth is just getting started with eating software. See Figma, Slack, Dropbox, or Google. Incumbent software companies will either become product led or they'll get disrupted. + +PostHog today is focused on enabling engineering teams and product teams to work together, better. That gives us the foothold to steer decision making in every team in every company. For product led companies, it all starts from their user behavior. + +## What do we need to do next + +We have a [strategy project](https://github.com/orgs/PostHog/projects/5), which is visible for PostHog team members. + +We have a [prioritization framework](/handbook/strategy/prioritization) to figure out what to work on next. diff --git a/content/charters.turnsys.com/pages/136.OperatingAgreements.RackRentalOperatingCompanyLLC.RackRentalOpCompany-OpAgreement/default.md b/content/charters.turnsys.com/pages/136.OperatingAgreements.RackRentalOperatingCompanyLLC.RackRentalOpCompany-OpAgreement/default.md new file mode 100644 index 0000000..49dbba8 --- /dev/null +++ b/content/charters.turnsys.com/pages/136.OperatingAgreements.RackRentalOperatingCompanyLLC.RackRentalOpCompany-OpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'RackRental.net Operating Company LLC Operating Agreement' +menu: 'RackRental.net Operating Company LLC Operating Agreement' +--- + +# RackRental.net Operating Company LLC Operating Agreement \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/137.OperatingAgreements.SuborbitalSystemsDevelopmentCompanyLLC.SuboSysDevCompany-OpAgreement/default.md b/content/charters.turnsys.com/pages/137.OperatingAgreements.SuborbitalSystemsDevelopmentCompanyLLC.SuboSysDevCompany-OpAgreement/default.md new file mode 100644 index 0000000..da9ab16 --- /dev/null +++ b/content/charters.turnsys.com/pages/137.OperatingAgreements.SuborbitalSystemsDevelopmentCompanyLLC.SuboSysDevCompany-OpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'SuboSysDevCompany-OpAgreement' +menu: 'SuboSysDevCompany-OpAgreement' +--- + +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/138.OperatingAgreements.TurnkeyNetworkSystemsLLC.Ap4Ap.org.Ap4ApOpAgreement/default.md b/content/charters.turnsys.com/pages/138.OperatingAgreements.TurnkeyNetworkSystemsLLC.Ap4Ap.org.Ap4ApOpAgreement/default.md new file mode 100644 index 0000000..c094cd6 --- /dev/null +++ b/content/charters.turnsys.com/pages/138.OperatingAgreements.TurnkeyNetworkSystemsLLC.Ap4Ap.org.Ap4ApOpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'Ap4Ap.org LLC' +menu: 'Ap4Ap.org LLC' +--- + +# Ap4Ap.org LLC diff --git a/content/charters.turnsys.com/pages/139.OperatingAgreements.TurnkeyNetworkSystemsLLC.KnownElementEnterprisesLLC.KnownElementEnterprises-OpAgreement/default.md b/content/charters.turnsys.com/pages/139.OperatingAgreements.TurnkeyNetworkSystemsLLC.KnownElementEnterprisesLLC.KnownElementEnterprises-OpAgreement/default.md new file mode 100644 index 0000000..ecd272b --- /dev/null +++ b/content/charters.turnsys.com/pages/139.OperatingAgreements.TurnkeyNetworkSystemsLLC.KnownElementEnterprisesLLC.KnownElementEnterprises-OpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'Known Element Enterprises LLC' +menu: 'Known Element Enterprises LLC' +--- + +# Known Element Enterprises LLC diff --git a/content/charters.turnsys.com/pages/14.Handbook.Board.policies.AntiHarrassment/default.md b/content/charters.turnsys.com/pages/14.Handbook.Board.policies.AntiHarrassment/default.md new file mode 100644 index 0000000..d66bec7 --- /dev/null +++ b/content/charters.turnsys.com/pages/14.Handbook.Board.policies.AntiHarrassment/default.md @@ -0,0 +1,7 @@ +--- +title: 'TSYS Group - Anti Harrassment Policy' +menu: 'TSYS Group - Anti Harrassment Policy' +--- + + +# TSYS Group - Anti Harrassment Policy diff --git a/content/charters.turnsys.com/pages/140.OperatingAgreements.TurnkeyNetworkSystemsLLC.MeetMorse.comLLC.MeetMorseOpAgreement/default.md b/content/charters.turnsys.com/pages/140.OperatingAgreements.TurnkeyNetworkSystemsLLC.MeetMorse.comLLC.MeetMorseOpAgreement/default.md new file mode 100644 index 0000000..cb9c971 --- /dev/null +++ b/content/charters.turnsys.com/pages/140.OperatingAgreements.TurnkeyNetworkSystemsLLC.MeetMorse.comLLC.MeetMorseOpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'MeetMorse.com LLC' +menu: 'MeetMorse.com LLC' +--- + +# MeetMorse.com LLC diff --git a/content/charters.turnsys.com/pages/141.OperatingAgreements.TurnkeyNetworkSystemsLLC.RackRental.netLLC.RackRentalOpAgreement/default.md b/content/charters.turnsys.com/pages/141.OperatingAgreements.TurnkeyNetworkSystemsLLC.RackRental.netLLC.RackRentalOpAgreement/default.md new file mode 100644 index 0000000..734f953 --- /dev/null +++ b/content/charters.turnsys.com/pages/141.OperatingAgreements.TurnkeyNetworkSystemsLLC.RackRental.netLLC.RackRentalOpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'RackRental.net LLC' +menu: 'RackRental.net LLC' +--- + +# RackRental.net LLC diff --git a/content/charters.turnsys.com/pages/142.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodFamilyOfficeGroupLLC.REDWFO-OperatingAgreement/default.md b/content/charters.turnsys.com/pages/142.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodFamilyOfficeGroupLLC.REDWFO-OperatingAgreement/default.md new file mode 100644 index 0000000..50d165c --- /dev/null +++ b/content/charters.turnsys.com/pages/142.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodFamilyOfficeGroupLLC.REDWFO-OperatingAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'Redwood Family Office Group LLC Operating Agreement' +menu: 'Redwood Family Office Group LLC Operating Agreement' +--- + +# Redwood Family Office Group LLC Operating Agreement diff --git a/content/charters.turnsys.com/pages/143.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodSpringsCapitalPartnersGroupLLC.CompanyNameAndPurpose/default.md b/content/charters.turnsys.com/pages/143.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodSpringsCapitalPartnersGroupLLC.CompanyNameAndPurpose/default.md new file mode 100644 index 0000000..f87f51a --- /dev/null +++ b/content/charters.turnsys.com/pages/143.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodSpringsCapitalPartnersGroupLLC.CompanyNameAndPurpose/default.md @@ -0,0 +1,42 @@ +--- +title: 'Organization' +menu: 'Organization' +--- + +# Organization + +## Company Name +The name of the limited liability company formed hereby shall be Redwood Springs Capital Partners LLC + +## Company Purpose +The Company shall have the power (whether conducted +directly or indirectly through any type of Investment in any type of +Person) to engage in the following activities: + +* acquiring + +* owning + +* holding + +* maintaining + +* improving + +* developing + +* operating + +* managing + +* leasing + +* selling + +* exchanging + +* the financing of any of the foregoing activities + +* and otherwise dealing with + +investments in the scope of it's thesis and approved by the TSG Board Of Directors Redwood Committe diff --git a/content/charters.turnsys.com/pages/144.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodSpringsCapitalPartnersGroupLLC.RWSCPOpAgreement/default.md b/content/charters.turnsys.com/pages/144.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodSpringsCapitalPartnersGroupLLC.RWSCPOpAgreement/default.md new file mode 100644 index 0000000..85b21e8 --- /dev/null +++ b/content/charters.turnsys.com/pages/144.OperatingAgreements.TurnkeyNetworkSystemsLLC.RedwoodSpringsCapitalPartnersGroupLLC.RWSCPOpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'RWSCPOpAgreement' +menu: 'RWSCPOpAgreement' +--- + +Stub file for git purposes until real content exists here. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/145.OperatingAgreements.TurnkeyNetworkSystemsLLC.sol-calc.comLLC.SolCalcOpAgreement/default.md b/content/charters.turnsys.com/pages/145.OperatingAgreements.TurnkeyNetworkSystemsLLC.sol-calc.comLLC.SolCalcOpAgreement/default.md new file mode 100644 index 0000000..ef3a4a5 --- /dev/null +++ b/content/charters.turnsys.com/pages/145.OperatingAgreements.TurnkeyNetworkSystemsLLC.sol-calc.comLLC.SolCalcOpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'Sol-calc.com LLC' +menu: 'Sol-calc.com LLC' +--- + +# Sol-calc.com LLC diff --git a/content/charters.turnsys.com/pages/146.OperatingAgreements.TurnkeyNetworkSystemsLLC.StartingLineProductionsLLC.StartingLineProdOpAgreement/default.md b/content/charters.turnsys.com/pages/146.OperatingAgreements.TurnkeyNetworkSystemsLLC.StartingLineProductionsLLC.StartingLineProdOpAgreement/default.md new file mode 100644 index 0000000..2c3ab92 --- /dev/null +++ b/content/charters.turnsys.com/pages/146.OperatingAgreements.TurnkeyNetworkSystemsLLC.StartingLineProductionsLLC.StartingLineProdOpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'StartingLineProductions.com LLC' +menu: 'StartingLineProductions.com LLC' +--- + +# StartingLineProductions.com LLC diff --git a/content/charters.turnsys.com/pages/147.OperatingAgreements.TurnkeyNetworkSystemsLLC.SuborbitalSystems.netLLC.SuboSysOpAgreement/default.md b/content/charters.turnsys.com/pages/147.OperatingAgreements.TurnkeyNetworkSystemsLLC.SuborbitalSystems.netLLC.SuboSysOpAgreement/default.md new file mode 100644 index 0000000..a3f0b80 --- /dev/null +++ b/content/charters.turnsys.com/pages/147.OperatingAgreements.TurnkeyNetworkSystemsLLC.SuborbitalSystems.netLLC.SuboSysOpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'Suborbital-Sustems.net LLC' +menu: 'Suborbital-Sustems.net LLC' +--- + +# Suborbital-Sustems.net LLC diff --git a/content/charters.turnsys.com/pages/148.OperatingAgreements.TurnkeyNetworkSystemsLLC.template-TDCMPSeries.TDCMP-Template/default.md b/content/charters.turnsys.com/pages/148.OperatingAgreements.TurnkeyNetworkSystemsLLC.template-TDCMPSeries.TDCMP-Template/default.md new file mode 100644 index 0000000..35e7e7d --- /dev/null +++ b/content/charters.turnsys.com/pages/148.OperatingAgreements.TurnkeyNetworkSystemsLLC.template-TDCMPSeries.TDCMP-Template/default.md @@ -0,0 +1,6 @@ +--- +title: 'TDCMP LLC template terms' +menu: 'TDCMP LLC template terms' +--- + +# TDCMP LLC template terms diff --git a/content/charters.turnsys.com/pages/149.OperatingAgreements.TurnkeyNetworkSystemsLLC.TheCampusTradingCompanyLLC.TheCampusTradingCompany-OpAgreement/default.md b/content/charters.turnsys.com/pages/149.OperatingAgreements.TurnkeyNetworkSystemsLLC.TheCampusTradingCompanyLLC.TheCampusTradingCompany-OpAgreement/default.md new file mode 100644 index 0000000..ecd272b --- /dev/null +++ b/content/charters.turnsys.com/pages/149.OperatingAgreements.TurnkeyNetworkSystemsLLC.TheCampusTradingCompanyLLC.TheCampusTradingCompany-OpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'Known Element Enterprises LLC' +menu: 'Known Element Enterprises LLC' +--- + +# Known Element Enterprises LLC diff --git a/content/charters.turnsys.com/pages/15.Handbook.Board.policies.InsiderTrading/default.md b/content/charters.turnsys.com/pages/15.Handbook.Board.policies.InsiderTrading/default.md new file mode 100644 index 0000000..8e23311 --- /dev/null +++ b/content/charters.turnsys.com/pages/15.Handbook.Board.policies.InsiderTrading/default.md @@ -0,0 +1,7 @@ +--- +title: 'TSYS Group Handbook - Anti Insider Trading Policy' +menu: 'TSYS Group Handbook - Anti Insider Trading Policy' +--- + + +# TSYS Group Handbook - Anti Insider Trading Policy diff --git a/content/charters.turnsys.com/pages/150.OperatingAgreements.TurnkeyNetworkSystemsLLC.ThePeerNet.comLLC.ThePeerNetOpAgreement/default.md b/content/charters.turnsys.com/pages/150.OperatingAgreements.TurnkeyNetworkSystemsLLC.ThePeerNet.comLLC.ThePeerNetOpAgreement/default.md new file mode 100644 index 0000000..66260eb --- /dev/null +++ b/content/charters.turnsys.com/pages/150.OperatingAgreements.TurnkeyNetworkSystemsLLC.ThePeerNet.comLLC.ThePeerNetOpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'ThePeerNet.com LLC' +menu: 'ThePeerNet.com LLC' +--- + +# ThePeerNet.com LLC diff --git a/content/charters.turnsys.com/pages/151.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-10/default.md b/content/charters.turnsys.com/pages/151.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-10/default.md new file mode 100644 index 0000000..f78d559 --- /dev/null +++ b/content/charters.turnsys.com/pages/151.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-10/default.md @@ -0,0 +1,138 @@ +--- +title: 'ARTICLE X - BOOKS, RECORDS AND ACCOUNTING' +menu: 'ARTICLE X - BOOKS, RECORDS AND ACCOUNTING' +--- + +# ARTICLE X - BOOKS, RECORDS AND ACCOUNTING + +## 10.1 Books and Records + +### 10.1.1 Required Records + +The Company shall maintain at its principal office the following records: + +* A current list of the full name and last known business or residence address of the Sole Member, together with the Capital Contributions and the share in profits and losses of the Sole Member + +* A copy of the Certificate of Formation, including all amendments thereto + +* Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years + +* Copies of this Agreement and any amendments thereto + +* Financial statements of the Company for the three most recent years + +* Books and records of the Company as they relate to the internal affairs of the Company for at least the current and past three fiscal years + +* Records of all proceedings of the Board + +* Any other records required to be maintained by the TBOC + +### 10.1.2 Series Records + +Each Series shall maintain at the Company's principal office the following records: + +* A current list of the full name and last known business or residence address of each Member of the Series, together with the Capital Contributions, Capital Account, and Profit Interest of each Member + +* A copy of the Series Designation and any amendments thereto + +* Financial statements of the Series for the three most recent years + +* Books and records of the Series as they relate to the business and affairs of the Series for at least the current and past three fiscal years + +* Records of all proceedings of meetings of the Members of the Series, if any + +* Any other records required to be maintained by the TBOC + +## 10.2 Segregation of Records + +The records of each Series shall be maintained separately from the records of the Company and all other Series. The Company shall take all reasonable measures to ensure that: + +* Records relating to the Company generally are not maintained in the same ledger as records relating to any Series + +* Records relating to each Series are maintained in a separate ledger from records relating to any other Series + +* All assets and liabilities associated with each Series are separately identified and segregated from the assets and liabilities of the Company and all other Series + +## 10.3 Inspection Rights + +### 10.3.1 Company Level + +The Sole Member shall have the right, upon reasonable request, to: + +* Inspect and copy any of the Company records required to be maintained by Section 10.1.1 + +* Obtain from the Board, promptly after becoming available, a copy of the Company's federal, state, and local income tax or information returns for each fiscal year + +### 10.3.2 Series Level + +Each Member of a Series shall have the right, upon reasonable request, to: + +* Inspect and copy any of the Series records required to be maintained by Section 10.1.2 + +* Obtain from the Series Manager(s), promptly after becoming available, a copy of the Series' federal, state, and local income tax or information returns for each fiscal year + +* Obtain such other information regarding the affairs of the Series as is just and reasonable + +## 10.4 Reports + +### 10.4.1 Annual Report + +Within 120 days after the end of each fiscal year, the Board shall cause to be sent to the Sole Member an annual report containing: + +* Financial statements of the Company for such fiscal year + +* A report of the activities of the Company during the fiscal year + +* Such other information as the Board deems appropriate + +### 10.4.2 Series Reports + +Within 120 days after the end of each fiscal year, the Series Manager(s) shall cause to be sent to each Member of a Series an annual report containing: + +* Financial statements of the Series for such fiscal year + +* A report of the activities of the Series during the fiscal year + +* Such other information as the Series Manager(s) deem appropriate + +### 10.4.3 Tax Information + +Within 90 days after the end of each fiscal year, the Company and each Series shall send to the Sole Member and each Series Member, respectively, all information necessary for the preparation of such Member's federal and state income tax returns. + +## 10.5 Bank Accounts + +### 10.5.1 Company Accounts + +The Board shall establish and maintain one or more separate bank accounts and deposit all funds of the Company in such accounts. No other funds shall be deposited into these accounts. + +### 10.5.2 Series Accounts + +The Series Manager(s) shall establish and maintain one or more separate bank accounts for each Series and deposit all funds of the Series in such accounts. No funds of the Company or any other Series shall be deposited into these accounts. + +## 10.6 Accounting Decisions and Tax Elections + +### 10.6.1 Accounting Method + +The Company and each Series shall use the accrual method of accounting for financial reporting and income tax purposes, unless otherwise determined by the Board. + +### 10.6.2 Tax Elections + +The Board shall have the authority to make all tax elections for the Company and each Series. Such elections shall be made in the best interests of the Company and its Series, with proper consideration of the interests of the Members. + +### 10.6.3 Tax Matters Partner + +The Board shall designate a Person to serve as the "partnership representative" of the Company within the meaning of Section 6223 of the Code. A similar designation shall be made for each Series that is treated as a partnership for federal income tax purposes. + +## 10.7 Title to Company and Series Property + +### 10.7.1 Company Property + +All property owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such property in their individual name. Each Member's Interest in the Company shall be personal property for all purposes. + +### 10.7.2 Series Property + +All property owned by a Series shall be owned by the Company on behalf of such Series and shall be segregated from the assets of the Company and all other Series. No Member shall have any ownership interest in such property in their individual name. Each Member's Interest in a Series shall be personal property for all purposes. + +## 10.8 Periodic Valuation + +The Company shall conduct a valuation of its assets and each Series' assets at least annually for the purpose of determining the Initial Value for new Profit Interests and for other purposes required under this Agreement. Such valuations shall be conducted in good faith by the Board or Series Manager(s), as applicable, using methods they deem appropriate. diff --git a/content/charters.turnsys.com/pages/152.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-11/default.md b/content/charters.turnsys.com/pages/152.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-11/default.md new file mode 100644 index 0000000..a2dcfbc --- /dev/null +++ b/content/charters.turnsys.com/pages/152.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-11/default.md @@ -0,0 +1,218 @@ +--- +title: 'ARTICLE XI - ELECTRONIC GOVERNANCE' +menu: 'ARTICLE XI - ELECTRONIC GOVERNANCE' +--- + +# ARTICLE XI - ELECTRONIC GOVERNANCE + +## 11.1 Electronic Governance Framework + +The Company and each Series shall implement and maintain an electronic governance framework that facilitates transparent, efficient, and secure governance processes. This framework shall leverage technology to enhance participation, improve decision-making, and reduce administrative burdens. + +## 11.2 Electronic Meetings + +### 11.2.1 Board Meetings + +The Board may hold meetings through any electronic means that allows all participants to: + +* Hear each other simultaneously during the meeting + +* Access relevant documents and information + +* Vote on matters presented during the meeting + +* Communicate effectively with all other participants + +### 11.2.2 Series Member Meetings + +Any meetings of Series Members may be held through electronic means that provide substantially the same capabilities as described in Section 11.2.1. + +### 11.2.3 Meeting Records + +All electronic meetings shall be recorded through appropriate means, which may include: + +* Minutes prepared by a designated individual + +* Electronic recordings of the proceedings + +* Automated transcription services + +* Electronic voting records + +## 11.3 Electronic Voting + +### 11.3.1 Board Voting + +Directors may vote on matters through electronic means, including: + +* Real-time voting during electronic meetings + +* Asynchronous voting through secure electronic platforms + +* Electronic signature systems for written consents + +* Blockchain-based voting systems + +### 11.3.2 Series Member Voting + +Series Members may vote on matters through similar electronic means as described in Section 11.3.1, as determined by the Series Manager(s). + +### 11.3.3 Verification and Security + +All electronic voting systems shall include appropriate measures to: + +* Verify the identity of voters + +* Ensure the integrity of the voting process + +* Maintain records of all votes cast + +* Protect against unauthorized access or manipulation + +## 11.4 Electronic Documentation + +### 11.4.1 Document Management System + +The Company shall maintain an electronic document management system that: + +* Stores all governance documents in secure digital formats + +* Provides appropriate access controls for different types of documents + +* Maintains version history of documents + +* Enables efficient search and retrieval of documents + +* Implements backup and recovery procedures + +### 11.4.2 Electronic Signatures + +Electronic signatures that comply with applicable electronic signature laws shall be valid and binding for all Company and Series documents, including: + +* This Agreement and any amendments + +* Series Designations + +* Membership certificates + +* Contracts and agreements + +* Board and Series Member consents + +* Any other documents requiring signatures + +## 11.5 Electronic Communications + +### 11.5 Communication Platforms + +The Company shall establish and maintain electronic communication platforms that enable efficient and transparent information sharing among the Board, Series Managers, and Members. These platforms may include: + +* Secure messaging systems + +* Collaborative workspaces + +* Discussion forums + +* Knowledge bases + +* Announcement channels + +* File sharing systems + +### 11.6 Decision Support Systems + +The Company may implement electronic decision support systems that: + +* Provide relevant data and analytics to inform decisions + +* Enable scenario modeling and forecasting + +* Facilitate structured deliberation processes + +* Document decision rationales and supporting information + +* Track implementation of decisions + +### 11.7 Transparency and Access + +### 11.7.1 Information Dashboard + +The Company shall maintain an electronic dashboard that provides the Sole Member, Board, Series Managers, and Series Members with appropriate access to: + +* Financial performance metrics + +* Operational metrics + +* Governance activities and decisions + +* Upcoming meetings and events + +* Important documents and records + +### 11.7.2 Access Controls + +The electronic governance system shall implement appropriate access controls that: + +* Provide information access based on role and need + +* Protect sensitive and confidential information + +* Create audit trails of information access + +* Enable temporary access when needed + +## 11.8 Technical Requirements + +### 11.8.1 Security + +The electronic governance system shall implement robust security measures, including: + +* Encryption of data in transit and at rest + +* Multi-factor authentication for access + +* Regular security audits and testing + +* Incident response procedures + +* Compliance with applicable data protection regulations + +### 11.8.2 Reliability + +The electronic governance system shall be designed for high reliability, including: + +* Redundant systems and backups + +* Regular testing of recovery procedures + +* Monitoring of system performance + +* Alternative methods for critical functions in case of system failure + +### 11.8.3 Usability + +The electronic governance system shall be designed with usability in mind, including: + +* Intuitive user interfaces + +* Accessible design for users with disabilities + +* Mobile compatibility + +* Adequate training and support resources + +* Continuous improvement based on user feedback + +## 11.9 Governance of the Electronic Systems + +The Board shall establish policies and procedures for the governance of the electronic systems themselves, including: + +* Selection of appropriate technologies + +* Oversight of system implementation and operation + +* Periodic review of system effectiveness + +* Approval of significant changes or upgrades + +* Risk management related to technology dependencies \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/153.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-12/default.md b/content/charters.turnsys.com/pages/153.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-12/default.md new file mode 100644 index 0000000..06a65e9 --- /dev/null +++ b/content/charters.turnsys.com/pages/153.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-12/default.md @@ -0,0 +1,206 @@ +--- +title: 'ARTICLE XII - SOCIOCRACY PRINCIPLES' +menu: 'ARTICLE XII - SOCIOCRACY PRINCIPLES' +--- + +# ARTICLE XII - SOCIOCRACY PRINCIPLES + +## 12.1 Sociocracy Framework + +The Company and each Series shall implement governance structures and processes based on sociocracy principles. Sociocracy provides a framework for effective governance, transparent decision-making, and equitable participation by all stakeholders. + +## 12.2 Core Principles + +### 12.2.1 Consent Decision-Making + +The Company and each Series shall use consent decision-making rather than majority voting for policy decisions. Consent means that a decision can be made when none of the participants has a reasoned and paramount objection to a proposed decision. + +Key aspects of consent decision-making include: + +* A proposal is presented clearly with adequate background information + +* Clarifying questions are asked and answered + +* Reactions to the proposal are shared + +* The proposal may be amended based on feedback + +* Objections are raised, discussed, and resolved + +* Consent is achieved when no objections remain + +### 12.2.2 Circular Organization + +The Company and each Series shall organize governance into interconnected circles, where: + +* Each circle has a defined aim and domain of authority + +* Circles are connected through double-linking (two people connecting adjacent circles) + +* Higher-level circles determine the aims and domains of lower-level circles + +* Lower-level circles determine how to implement their aims within their domains + +### 12.2.3 Double-Linking + +Communication and alignment between circles shall be maintained through double-linking, where: + +* An operational leader from a lower circle is a full member of the next higher circle + +* A representative elected by the lower circle is a full member of the next higher circle + +* Both links participate fully in the decision-making of both circles + +### 12.2.4 Elections by Consent + +Leaders, representatives, and people filling functional roles shall be elected by consent after open discussion, rather than by competitive voting or appointment. + +## 12.3 Circle Structure + +### 12.3.1 Board Circle + +The Board shall function as the top circle in the Company's governance structure, with responsibilities as defined in Article IV. + +### 12.3.2 Series Governance Circles + +Each Series shall establish appropriate governance circles as determined by the Series Manager(s), which may include: + +* Strategic Circle - focusing on long-term direction and major decisions + +* Operational Circle - focusing on day-to-day operations and implementation + +* Specific Domain Circles - focusing on particular functions or aspects of the Series business + +### 12.3.3 Circle Autonomy + +Each circle shall have autonomy within its defined domain, subject to the constraints established by higher circles and this Agreement. + +## 12.4 Decision-Making Process + +### 12.4.1 Proposal Formation + +Proposals may be generated by any member of a circle and should be: + +* Clearly stated in writing + +* Supported by relevant background information + +* Connected to the circle's aim and domain + +* Presented with adequate time for consideration + +### 12.4.2 Consent Process + +The standard consent process shall include: + +* Presentation of the proposal + +* Clarifying questions round + +* Quick reactions round + +* Amendments to the proposal if needed + +* Consent round (asking for objections) + +* Integration of objections + +* Final consent round + +### 12.4.3 Operational Decisions + +Day-to-day operational decisions may be made by the appropriate role-holders without going through the full consent process, provided that: + +* The decisions fall within the role-holder's domain + +* The decisions do not conflict with existing policy + +* The role-holder is willing to reconsider the decision if concerns are raised + +## 12.5 Roles and Responsibilities + +### 12.5.1 Required Circle Roles + +Each governance circle shall at minimum have the following roles: + +* **Circle Leader** - accountable for the circle achieving its aim, allocating resources, and assigning operational roles + +* **Facilitator** - leads the circle meetings and decision-making processes + +* **Secretary** - schedules meetings, maintains records, and ensures transparency + +* **Representative** - represents the circle's interests in the next higher circle + +### 12.5.2 Role Selection + +All roles shall be filled through election by consent within the circle, with the exception of the Circle Leader, who may be appointed by the next higher circle. + +### 12.5.3 Role Reviews + +Performance in roles shall be regularly reviewed by the circle to ensure effectiveness and provide feedback for improvement. + +## 12.6 Meetings + +### 12.6.1 Regular Circle Meetings + +Each governance circle shall meet regularly (at least quarterly) to: + +* Review progress toward objectives + +* Make policy decisions + +* Address tensions or issues + +* Conduct elections as needed + +* Allocate resources + +### 12.6.2 Meeting Formats + +Circle meetings shall follow a structured format that typically includes: + +* Opening round - personal check-in and meeting readiness + +* Administrative matters - consent to agenda and previous minutes + +* Content items - addressing tensions, making decisions + +* Closing round - meeting evaluation and personal reflection + +### 12.6.3 Facilitation + +All governance meetings shall be facilitated to ensure: + +* Equality of voice + +* Focus on the circle's aim + +* Efficient use of time + +* Adherence to the consent process + +* Documentation of decisions + +## 12.7 Continuous Improvement + +### 12.7.1 Circle Self-Evaluation + +Each circle shall periodically evaluate its own effectiveness and make improvements to its structure and processes. + +### 12.7.2 Policy Review + +All policies shall be reviewed on a scheduled basis to ensure they remain relevant and effective. + +### 12.7.3 Governance Audits + +The Company shall conduct periodic governance audits to ensure that sociocracy principles are being properly implemented throughout the organization. + +## 12.8 Integration with FairShares Model + +The sociocratic governance structure shall be integrated with the FairShares membership model described in Article VIII to ensure that: + +* All membership classes have appropriate representation in the governance structure + +* The interests of different stakeholder groups are balanced + +* Decision-making authority is distributed based on both stake and competence diff --git a/content/charters.turnsys.com/pages/154.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-13/default.md b/content/charters.turnsys.com/pages/154.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-13/default.md new file mode 100644 index 0000000..70796a4 --- /dev/null +++ b/content/charters.turnsys.com/pages/154.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-13/default.md @@ -0,0 +1,56 @@ +--- +title: 'ARTICLE XIII - INDEMNIFICATION' +menu: 'ARTICLE XIII - INDEMNIFICATION' +--- + +# ARTICLE XIII - INDEMNIFICATION + +## 13.1 General Indemnification + +To the fullest extent permitted by the TBOC, the Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Person is or was a Director, Series Manager, officer, employee, or agent of the Company or any Series, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit, or proceeding, if the Person acted in good faith and in a manner the Person reasonably believed to be in, or not opposed to, the best interests of the Company or applicable Series and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. + +## 13.2 Indemnification in Company Actions + +To the fullest extent permitted by the TBOC, the Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Person is or was a Director, Series Manager, officer, employee, or agent of the Company or any Series, against expenses (including attorneys' fees) actually and reasonably incurred by the Person in connection with the defense or settlement of such action or suit, if the Person acted in good faith and in a manner the Person reasonably believed to be in, or not opposed to, the best interests of the Company or applicable Series, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. + +## 13.3 Success on Merits + +To the extent that a Director, Series Manager, officer, employee, or agent of the Company or any Series has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 13.1 or 13.2, or in defense of any claim, issue, or matter therein, such Person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such Person in connection therewith. + +## 13.4 Determination of Right to Indemnification + +Any indemnification under Sections 13.1 or 13.2 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Director, Series Manager, officer, employee, or agent is proper in the circumstances because the Person has met the applicable standard of conduct set forth in Sections 13.1 or 13.2. Such determination shall be made: + +* By the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding + +* If such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion + +* By the Sole Member + +## 13.5 Advancement of Expenses + +Expenses (including attorneys' fees) incurred by a Director, Series Manager, officer, employee, or agent in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the Company in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that such Person is not entitled to be indemnified by the Company as authorized in this Article. + +## 13.6 Non-Exclusivity + +The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of Directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office. + +## 13.7 Insurance + +The Company may purchase and maintain insurance on behalf of any Person who is or was a Director, Series Manager, officer, employee, or agent of the Company or any Series against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person's status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Article. + +## 13.8 Series Indemnification + +Each Series shall, to the extent legally permissible, indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such Person is or was a Series Manager, officer, employee, or agent of such Series, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit, or proceeding. + +## 13.9 Survival of Indemnification + +The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a Person who has ceased to be a Director, Series Manager, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such Person. + +## 13.10 Severability + +If any provision of this Article shall be deemed invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Article, and this Article shall be construed and enforced as if such invalid or unenforceable provision had not been included herein. + +## 13.11 Intent + +It is the intent of this Article to provide indemnification to Directors, Series Managers, officers, employees, and agents to the fullest extent permitted by the TBOC. If the TBOC is amended after the date of this Agreement to authorize corporate action further eliminating or limiting the personal liability of Directors, Series Managers, officers, employees, or agents, then the liability of a Director, Series Manager, officer, employee, or agent of the Company or any Series shall be eliminated or limited to the fullest extent permitted by the TBOC, as so amended. diff --git a/content/charters.turnsys.com/pages/155.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-14/default.md b/content/charters.turnsys.com/pages/155.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-14/default.md new file mode 100644 index 0000000..8399196 --- /dev/null +++ b/content/charters.turnsys.com/pages/155.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-14/default.md @@ -0,0 +1,88 @@ +--- +title: 'ARTICLE XIV - DISSOLUTION AND TERMINATION' +menu: 'ARTICLE XIV - DISSOLUTION AND TERMINATION' +--- + +# ARTICLE XIV - DISSOLUTION AND TERMINATION + +## 14.1 Dissolution of the Company + +The Company shall be dissolved and its affairs wound up upon the first to occur of the following: + +* The written consent of the Sole Member + +* The entry of a decree of judicial dissolution under Section 11.314 of the TBOC + +* The termination of the legal existence of the Sole Member or the occurrence of any other event that terminates the continued membership of the Sole Member, unless the Company is continued without dissolution pursuant to the TBOC + +## 14.2 Dissolution of a Series + +A Series shall be dissolved and its affairs wound up upon the first to occur of the following: + +* The dissolution of the Company + +* The written consent of the Board and the Series Manager(s) + +* The accomplishment of the purpose(s) for which the Series was established, as determined by the Board + +* The entry of a decree of judicial dissolution with respect to the Series + +* Any event specified in the Series Designation as triggering dissolution + +## 14.3 Winding Up + +### 14.3.1 Company Winding Up + +Upon dissolution of the Company, the Board shall act as liquidator and shall wind up the affairs of the Company. The liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company's assets and to wind up and liquidate the affairs of the Company in an orderly manner. + +### 14.3.2 Series Winding Up + +Upon dissolution of a Series, the Series Manager(s) shall act as liquidator and shall wind up the affairs of the Series. The liquidator shall have full power and authority to sell, assign, and encumber any or all of the Series' assets and to wind up and liquidate the affairs of the Series in an orderly manner. + +## 14.4 Order of Payment upon Dissolution + +### 14.4.1 Company Dissolution + +Upon dissolution of the Company, the assets of the Company shall be distributed in the following order: + +* First, to creditors of the Company, including the Sole Member if a creditor, in satisfaction of liabilities of the Company (whether by payment or by establishment of reserves) + +* Second, to the Sole Member + +### 14.4.2 Series Dissolution + +Upon dissolution of a Series, the assets of the Series shall be distributed in the following order: + +* First, to creditors of the Series, including Members if creditors, in satisfaction of liabilities of the Series (whether by payment or by establishment of reserves) + +* Second, to Members of the Series in accordance with their positive Capital Account balances + +* Third, to Members of the Series in accordance with their Profit Interests + +## 14.5 Deficit Capital Accounts + +If any Member has a deficit balance in their Capital Account (after giving effect to all contributions, distributions, and allocations for all fiscal years, including the fiscal year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company or the applicable Series with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or the applicable Series or to any other Person for any purpose whatsoever. + +## 14.6 Articles of Termination + +When all debts, liabilities, and obligations of the Company and all Series have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets of the Company and all Series have been distributed, articles of termination shall be executed and filed with the Secretary of State of Texas. + +## 14.7 Termination of a Series Without Company Termination + +The termination of a single Series shall not affect the limitation on liabilities of such Series or any other Series. The termination of a Series shall not require the termination of the Company and shall not affect the existence or functioning of the Company or any other Series. + +## 14.8 Return of Contribution Nonrecourse to Other Members + +Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of the applicable Series for the return of its Capital Contribution. If the property of a Series remaining after the payment or discharge of the debts and liabilities of the Series is insufficient to return the Capital Contribution of one or more Members, such Member(s) shall have no recourse against any other Series, the Company, or any other Member. + +## 14.9 Survival of Certain Provisions + +Notwithstanding anything to the contrary in this Agreement, the provisions of Article X (Books, Records and Accounting), Article XIII (Indemnification), and this Article XIV shall survive the termination of the Company or any Series. + +## 14.10 No Voluntary Withdrawal + +The Sole Member shall not voluntarily withdraw or resign from the Company. No Member shall voluntarily withdraw or resign from a Series except as specifically permitted by this Agreement or the applicable Series Designation. + +## 14.11 No Partition + +No Member shall have the right to seek or obtain partition by court decree or operation of law of any Company or Series property, or the right to own or use particular or individual assets of the Company or a Series. diff --git a/content/charters.turnsys.com/pages/156.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-15/default.md b/content/charters.turnsys.com/pages/156.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-15/default.md new file mode 100644 index 0000000..603978b --- /dev/null +++ b/content/charters.turnsys.com/pages/156.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-15/default.md @@ -0,0 +1,118 @@ +--- +title: 'ARTICLE XV - AMENDMENT' +menu: 'ARTICLE XV - AMENDMENT' +--- + +# ARTICLE XV - AMENDMENT + +## 15.1 Amendment of Certificate of Formation + +The Certificate of Formation of the Company may be amended at any time upon the written consent of the Sole Member. The Board shall file any amendment to the Certificate of Formation with the Secretary of State of Texas as required by the TBOC. + +## 15.2 Amendment of Company Operating Agreement + +### 15.2.1 General Amendments + +This Agreement may be amended only with the written consent of the Sole Member, except as otherwise provided in this Article. + +### 15.2.2 Technical Amendments + +Notwithstanding Section 15.2.1, the Board may amend this Agreement, without the consent of the Sole Member, to: + +* Correct typographical errors + +* Make changes of a ministerial nature that do not modify the rights or obligations of the Sole Member + +* Comply with any requirements, regulations, rulings, or guidance of any federal or state agency or regulatory body + +* Comply with any provision of the TBOC or other applicable law + +* Make any change that does not adversely affect the rights or obligations of the Sole Member in any material respect + +### 15.2.3 Notice of Amendments + +The Board shall provide prompt written notice to the Sole Member of any amendment made pursuant to Section 15.2.2. + +## 15.3 Amendment of Series Designations + +### 15.3.1 General Series Amendments + +A Series Designation may be amended with the written consent of: + +* The Board + +* The Series Manager(s) of the applicable Series + +* Series Members holding a majority of the Profit Interests in the applicable Series, unless the Series Designation requires a greater percentage + +### 15.3.2 Technical Series Amendments + +Notwithstanding Section 15.3.1, the Series Manager(s) may amend a Series Designation, without the consent of the Series Members, to: + +* Correct typographical errors + +* Make changes of a ministerial nature that do not modify the rights or obligations of the Series Members + +* Comply with any requirements, regulations, rulings, or guidance of any federal or state agency or regulatory body + +* Comply with any provision of the TBOC or other applicable law + +* Make any change that does not adversely affect the rights or obligations of any Series Member in any material respect + +### 15.3.3 Notice of Series Amendments + +The Series Manager(s) shall provide prompt written notice to all Series Members of any amendment made to a Series Designation. + +## 15.4 Required Consent for Adverse Amendments + +Notwithstanding any other provision of this Article, no amendment to this Agreement or any Series Designation shall: + +* Modify the limited liability of the Sole Member or any Series Member without the consent of each affected Member + +* Adversely modify the economic rights of the Sole Member or any Series Member without the consent of each affected Member + +* Modify any provision requiring the consent of the Sole Member or any Series Member for specified actions without the consent of each affected Member + +* Modify this Section 15.4 without the consent of the Sole Member and each Series Member + +## 15.5 Amendments Affecting Series Isolation + +No amendment to this Agreement shall adversely affect the limitation on liabilities of a Series established under the Series LLC Act without the consent of: + +* The Board + +* The Series Manager(s) of each affected Series + +* Series Members holding a majority of the Profit Interests in each affected Series + +## 15.6 Documentation of Amendments + +### 15.6.1 Form of Amendment + +Any amendment to this Agreement or a Series Designation shall be documented in writing, either as: + +* A separate amendment document signed by all required parties + +* A restated agreement or designation incorporating all amendments, signed by all required parties + +* A unanimous written consent approving the amendment, with the text of the amendment attached + +### 15.6.2 Effective Date + +Unless otherwise specified in the amendment document, an amendment shall be effective upon execution by all required parties. + +## 15.7 Electronic Amendment Process + +Consistent with Article XI (Electronic Governance), amendments to this Agreement or any Series Designation may be proposed, deliberated, and approved through electronic means, provided that: + +* All required parties have access to the electronic platform used for the amendment process + +* The identity of each consenting party can be authenticated + +* Records of the amendment process, including all deliberations and votes, are preserved + +* The final amendment document is distributed to all affected parties + +## 15.8 Periodic Review + +The Board shall review this Agreement at least annually to determine whether any amendments are necessary or desirable to improve the governance and operation of the Company and its Series. diff --git a/content/charters.turnsys.com/pages/157.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-16/default.md b/content/charters.turnsys.com/pages/157.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-16/default.md new file mode 100644 index 0000000..fa32334 --- /dev/null +++ b/content/charters.turnsys.com/pages/157.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-16/default.md @@ -0,0 +1,92 @@ +--- +title: 'ARTICLE XVI - MISCELLANEOUS PROVISIONS' +menu: 'ARTICLE XVI - MISCELLANEOUS PROVISIONS' +--- + +# ARTICLE XVI - MISCELLANEOUS PROVISIONS + +## 16.1 Entire Agreement + +This Agreement, including all Series Designations and Schedules attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. + +## 16.2 Binding Effect + +Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and assigns. + +## 16.3 Governing Law + +This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed, and enforced in accordance with the laws of the State of Texas, without regard to rules on conflicts of law. + +## 16.4 Jurisdiction and Venue + +Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State of Texas or of the United States District Court for the appropriate district of Texas, and, by execution and delivery of this Agreement, each party consents to the exclusive jurisdiction of those courts. Each party irrevocably waives any objection, including any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction. + +## 16.5 Severability + +If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement, provided that the severed provision(s) are not material to the overall purpose and operation of this Agreement. + +## 16.6 Further Assurances + +In connection with this Agreement and the transactions contemplated hereby, each party shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions. + +## 16.7 No Third-Party Beneficiaries + +This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns, and no other Person shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise. + +## 16.8 Construction + +In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. + +## 16.9 Counterparts + +This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. + +## 16.10 Electronic Signatures + +The parties agree that signatures transmitted electronically, whether by fax, electronic mail of a PDF document, or otherwise, shall be acceptable to bind the parties and shall be of the same force and effect as original signatures. + +## 16.11 Headings + +The headings in this Agreement are inserted for convenience only and are not part of this Agreement. + +## 16.12 References + +All references in this Agreement to Articles, Sections, subsections, and other subdivisions refer to corresponding Articles, Sections, subsections, and other subdivisions of this Agreement unless expressly provided otherwise. + +## 16.13 Waivers + +No waiver by any party, whether express or implied, of any provision of this Agreement, or of any breach or default of any party, shall be effective unless in writing signed by the party against whom such waiver is sought to be enforced. No such waiver shall be deemed a continuing waiver unless expressly stated therein, and any such waiver shall be operative only with respect to the specific instance and for the specific purpose for which given. + +## 16.14 Notices + +Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally or sent by courier, certified mail, or electronic transmission to the party at the address set forth below or such other address as the party may specify by notice: + +* **To the Company:** + [Company Address] + Attention: Board of Directors + Email: [Email Address] + +* **To the Sole Member:** + [Sole Member Address] + Email: [Email Address] + +* **To a Series or Series Member:** + At the address provided in the applicable Series Designation or in the Company records + +Any such notice shall be deemed to be delivered, given, and received as of the earlier of (a) the date actually received, or (b) (i) if delivered personally, when delivered, (ii) if sent by courier, one business day after deposit with the courier, (iii) if sent by certified mail, three business days after deposit in the United States mail, and (iv) if sent by electronic transmission, when sent. + +## 16.15 Time Periods + +In applying any provision of this Agreement that requires an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. + +## 16.16 Confidentiality + +Each Member acknowledges that they may receive information regarding the Company and the Series that is confidential, proprietary, or otherwise not generally available to the public. Each Member agrees to keep all such information confidential and not to disclose such information to any third party without the prior written consent of the Board or Series Manager(s), as applicable. + +## 16.17 Legal Counsel + +Each party acknowledges that they have been advised to seek independent legal counsel in connection with this Agreement. To the extent a party has not sought independent legal counsel, such party has voluntarily and knowingly waived the right to do so. + +## 16.18 Series Independence + +Each Series shall be independent of all other Series. No creditor, claimant, or other liabilities of any Series shall be asserted against any other Series or the Company generally. diff --git a/content/charters.turnsys.com/pages/158.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-1/default.md b/content/charters.turnsys.com/pages/158.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-1/default.md new file mode 100644 index 0000000..a9c656d --- /dev/null +++ b/content/charters.turnsys.com/pages/158.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-1/default.md @@ -0,0 +1,70 @@ +--- +title: 'ARTICLE I - ORGANIZATION' +menu: 'ARTICLE I - ORGANIZATION' +--- + +# ARTICLE I - ORGANIZATION + +## 1.1 Formation + +**Turnkey Network Systems LLC** (the "Company") has been organized as a Texas series limited liability company by the filing of a Certificate of Formation (the "Certificate") with the Secretary of State of Texas under and pursuant to the Texas Business Organizations Code ("TBOC"), as amended from time to time. + +## 1.2 Operating Agreement + +This Company Operating Agreement (the "Agreement") is entered into and shall be effective as of March 14, 2025 (the "Effective Date"), by and among the Company and the Person executing this Agreement as the sole Member (the "Sole Member"). This Agreement shall govern the operations and administration of the Company and, to the maximum extent permitted by applicable law, shall override and replace the provisions of the TBOC that would otherwise apply to the Company. + +## 1.3 Name + +The name of the Company is **Turnkey Network Systems LLC**. All Company business shall be conducted under that name or such other names that comply with applicable law as the Board may determine from time to time. + +## 1.4 Registered Office and Registered Agent + +The Company shall maintain a registered office and registered agent in the State of Texas as required by the TBOC. The initial registered office and the name and address of the initial registered agent of the Company shall be as set forth in the Certificate. The Board may change the registered office and/or the registered agent from time to time. + +## 1.5 Principal Office + +The principal office of the Company shall be located at [Insert Principal Office Address], or at such other place as the Board may determine from time to time. + +## 1.6 Term + +The Company commenced on the date the Certificate was filed with the Secretary of State of Texas and shall continue in existence until dissolved in accordance with this Agreement or the TBOC. + +## 1.7 Intent to Override Default Statutory Provisions + +To the maximum extent permitted by law, this Agreement is intended to: + +* Override and replace all default provisions of the TBOC that would otherwise apply to the Company + +* Establish a: + * governance structure + * ownership rights + * operational framework + that differs from the default provisions of the TBOC + +* Create: + - relationships + - rights + - duties + - obligations of the Company + - obligations of the Member + - obligations of the Series + - obligations of their respective stakeholders + that are customized for the Company's specific needs and purposes + +* Provide a comprehensive set of rules for the internal affairs of the Company that supersede any statutory provisions that would apply in the absence of an agreement to the contrary + +## 1.8 Series LLC Structure + +The Company is hereby established as a series limited liability company under Subchapter M of Chapter 101 of the TBOC (the "Series LLC Act"). The rights, powers, duties, obligations, liabilities, and restrictions contained in this Agreement shall govern all Series established under the Company. This Agreement serves as the Company Agreement for the Company and each Series. + +## 1.9 Series Isolation + +As provided by the Series LLC Act, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of that Series only, and not against the assets of the Company generally or any other Series established under this Agreement. + +## 1.10 Series Not Separate Legal Entities + +Notwithstanding the liability and asset segregation provided by the Series LLC Act, the Company acknowledges that each Series established under this Agreement is not a separate legal entity from the Company itself, but rather represents a segregated pool of assets and liabilities within the Company with special statutory protections. + +## 1.11 Singular Member Structure + +The Company is organized with a singular member structure with no ability to add or remove members except as specifically provided in this Agreement. All membership interests in the Company are held by the Sole Member. diff --git a/content/charters.turnsys.com/pages/159.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-2/default.md b/content/charters.turnsys.com/pages/159.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-2/default.md new file mode 100644 index 0000000..16bc214 --- /dev/null +++ b/content/charters.turnsys.com/pages/159.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-2/default.md @@ -0,0 +1,131 @@ +--- +title: 'ARTICLE II - DEFINITIONS' +menu: 'ARTICLE II - DEFINITIONS' +--- + +# ARTICLE II - DEFINITIONS + +## 2.1 Definitions + +As used in this Agreement, the following terms have the meanings set forth below: + +**"Act"** means the Texas Business Organizations Code, as it may be amended from time to time, and any successor to such statute. + +**"Affiliate"** means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such Person. + +**"Agreement"** means this Company Operating Agreement, as amended, modified, supplemented, or restated from time to time. + +**"Asset Management Series"** means a Series established under Article V for the purpose of holding, managing, or operating specific assets or investments for the benefit of designated beneficiaries. + +**"Board"** means the governing board of the Company established under Article IV of this Agreement. + +**"Capital Account"** means the capital account maintained for a Member in accordance with Section 6.3. + +**"Capital Contribution"** means any contribution to the capital of the Company or a Series in cash or property by a Member. + +**"Cell Series"** means a Series established under Article V for the purpose of serving as a holding structure for the benefit of a family office, trust, or similar arrangement. + +**"Certificate"** means the Certificate of Formation filed with the Secretary of State of Texas to form the Company pursuant to the Act, as amended or restated from time to time. + +**"Class A Member"** means a Member holding Class A Membership Interests under the FairShares model established in Article VIII. + +**"Class B Member"** means a Member holding Class B Membership Interests under the FairShares model established in Article VIII. + +**"Class C Member"** means a Member holding Class C Membership Interests under the FairShares model established in Article VIII. + +**"Code"** means the Internal Revenue Code of 1986, as amended from time to time. + +**"Company"** means Turnkey Network Systems LLC, a Texas series limited liability company. + +**"Company Interest"** means all of a Member's rights in the Company, including the Member's economic interest, right to vote (if any), and right to participate in the management (if any). + +**"Consent"** means the approval of a Person to do the act or thing for which the approval is solicited, or the act of granting such approval, as the context may require. + +**"Director"** means a member of the Board. + +**"Electronic Governance"** means the system and process of governance conducted through electronic means as described in Article XI. + +**"FairShares Model"** means the membership and governance model described in Article VIII of this Agreement. + +**"Fiscal Year"** means the Company's fiscal year, which shall be the calendar year, or any other period designated by the Board. + +**"Governance"** means the oversight, strategic direction, and policy-setting functions performed by the Board, as distinguished from management of day-to-day operations. + +**"Initial Series"** means any of the five Series initially established under this Agreement in Section 5.3. + +**"Known Element Enterprises LLC"** means the Operating Series established under Section 5.3 of this Agreement. + +**"Manager"** means a Person designated to manage the business or affairs of a Series in accordance with this Agreement. + +**"Member"** means the Sole Member or any Person admitted as a member of a Series in accordance with this Agreement, but does not include any Person who has ceased to be a member in the Company or applicable Series. + +**"Membership Interest"** means a Member's entire interest in the Company or a specific Series, including the Member's economic interest, the right to vote or participate in management (if any), and any right to information concerning the business and affairs of the Company or applicable Series. + +**"Operating Series"** means a Series established under Article V for the purpose of conducting business operations. + +**"Person"** means an individual, corporation, partnership, joint venture, limited liability company, trust, estate, unincorporated organization, association, custodian, nominee, government or any agency or political subdivision thereof, or any other entity. + +**"Profit Interest"** means a Membership Interest that confers upon the holder only a right to share in profits and appreciation in value occurring after the date of issuance, and not any right to existing capital or asset value of the Company or applicable Series. + +**"Redwood Family Office Group LLC"** means the Cell Series established under Section 5.3 of this Agreement. + +**"Redwood Springs Capital Partners Group LLC"** means the Cell Series established under Section 5.3 of this Agreement. + +**"Series"** means a designated series of assets and liabilities established in accordance with Section 101.601 of the Act and this Agreement. + +**"Series Interest"** means a Member's entire interest in a specific Series, including the Member's economic interest, the right to vote or participate in management (if any), and any right to information concerning the business and affairs of the applicable Series. + +**"Series LLC Act"** means Subchapter M of Chapter 101 of the Texas Business Organizations Code, as it may be amended from time to time, and any successor to such statute. + +**"Sociocracy"** means the system of governance based on the principles described in Article XII of this Agreement. + +**"Sole Member"** means the sole member of the Company identified in Section 1.2. + +**"TBOC"** means the Texas Business Organizations Code, as it may be amended from time to time, and any successor to such statute. + +**"The Campus Trading Company LLC"** means the Operating Series established under Section 5.3 of this Agreement. + +**"Transfer"** means any sale, assignment, encumbrance, hypothecation, pledge, conveyance, or other disposition, whether voluntary or involuntary, of any legal or beneficial interest. + +**"Treasury Regulations"** means the federal income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time. + +**"Wyble Family Office Group LLC"** means the Cell Series established under Section 5.3 of this Agreement. + +## 2.2 Construction + +Unless the context requires otherwise: + +* The gender of all words used in this Agreement includes: + - masculine + - feminine + - neuter + +* The singular forms of: + - nouns + - pronouns + - verbs + shall include the plural, and vice versa + +* All references to: + - Articles and Sections refer to articles and sections of this Agreement + - Schedules are to schedules attached to this Agreement + each of which is incorporated into and made a part of this Agreement for all purposes + +* The word "including" means "including, without limitation" + +* The word "or" is not exclusive + +* References to: + - a statute + - regulation + - or other law + refer to the statute, regulation, or law as amended from time to time and, if applicable, includes any successor statute, regulation, or law + +* References to: + - "$" + - "dollars" + refer to United States dollars + +## 2.3 Headings and Titles + +All headings and titles used in this Agreement are intended solely for convenience of reference and shall not affect the interpretation or application of any of the terms or provisions contained herein. diff --git a/content/charters.turnsys.com/pages/16.Handbook.Board.policies.README/default.md b/content/charters.turnsys.com/pages/16.Handbook.Board.policies.README/default.md new file mode 100644 index 0000000..68c0f3c --- /dev/null +++ b/content/charters.turnsys.com/pages/16.Handbook.Board.policies.README/default.md @@ -0,0 +1,22 @@ +--- +title: 'tsg-policies' +menu: 'tsg-policies' +--- + +# tsg-policies + +Policies that apply across the TSYS Group Entities. + +Including but not limited to + +* IT security +* Equal opportunity +* Federal contracting +* Insider trading + + +This is a MASSIVE WIP + +It's sourced from all over the internet. + +The material at https://governance.turnsys.com is authorative. diff --git a/content/charters.turnsys.com/pages/160.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-3/default.md b/content/charters.turnsys.com/pages/160.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-3/default.md new file mode 100644 index 0000000..7063b3e --- /dev/null +++ b/content/charters.turnsys.com/pages/160.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-3/default.md @@ -0,0 +1,199 @@ +--- +title: 'ARTICLE III - PURPOSE AND POWERS' +menu: 'ARTICLE III - PURPOSE AND POWERS' +--- + +# ARTICLE III - PURPOSE AND POWERS + +## 3.1 Purpose of the Company + +The sole purpose of the Company is to: + +* Administer: + - the Series established under this Agreement + +* Provide: + - a legal framework within which the Series can operate + +* Hold and segregate: + - the assets and liabilities of the various Series + +* Serve as: + - a parent organization for the Series + +* Maintain: + - compliance with regulatory requirements applicable to series limited liability companies + +The Company shall not itself conduct business operations, enter into agreements with third parties, or engage in activities outside the scope of Series administration. + +## 3.2 Prohibition on Company Business Activities + +The Company is expressly prohibited from: + +* Conducting: + - business operations unrelated to the administration of Series + +* Entering into: + - contracts + - agreements + - or arrangements with third parties, except as necessary for Company administration + +* Acquiring: + - assets or properties to be held at the Company level + +* Obtaining: + - financing or incurring indebtedness at the Company level + +* Employing: + - personnel at the Company level + +* Engaging in: + - marketing + - sales + - or operations of any commercial enterprise + +* Taking any action that would: + - undermine the segregation of assets and liabilities between Series + +## 3.3 Series Activities + +Notwithstanding the limitations on Company activities, each Series may, through its designated Manager(s) and in accordance with its specific Series Designation: + +* Conduct: + - business operations + +* Enter into: + - contracts + - agreements + - and arrangements with third parties + +* Acquire: + - assets and properties + +* Obtain: + - financing and incur indebtedness + +* Employ: + - personnel + +* Engage in: + - marketing + - sales + - and other commercial activities + +* Take any lawful action in furtherance of: + - its designated purpose + +## 3.4 Powers of the Company + +Subject to the limitations set forth in this Agreement, the Company shall have the power and authority to take any and all actions: + +- necessary +- appropriate +- proper +- advisable +- incidental +- convenient + +to or for the furtherance of the purpose set forth in Section 3.1, including but not limited to the power to: + +* Establish: + - Series in accordance with this Agreement and the Series LLC Act + +* Maintain: + - separate and distinct records for each Series + +* Hold and account for: + - the assets associated with each Series separately from the assets of the Company or any other Series + +* Execute: + - all instruments + - documents + - and agreements necessary for Series administration + +* File: + - tax returns + - and other governmental reports and documents + +* Open: + - bank accounts +* Maintain: + - bank accounts +* Close: + - bank accounts + - and investment accounts for each Series + +* Hold title to: + - Company or Series assets in the name of the Company or a Series + +* Delegate authority to: + - agents + - and representatives of the Company or Series + +* Indemnify: + - Directors + - officers + - and other agents of the Company or Series + +* Dissolve: + - a Series or the Company +* Wind up: + - a Series or the Company +* Liquidate: + - a Series or the Company + +* Exercise all other powers necessary, suitable, or convenient for: + - the accomplishment of the purpose of the Company or any Series + +## 3.5 Powers of the Series + +Subject to the limitations set forth in this Agreement and any Series Designation, each Series shall have the power and authority to take any and all actions: + +- necessary +- appropriate +- proper +- advisable +- incidental +- convenient + +to or for the furtherance of the purpose set forth in its Series Designation, including but not limited to the power to: + +* Conduct: + - the business described in its Series Designation + +* Enter into: + - contracts + - agreements + - and arrangements in the name of the Series + +* Own: + - Series assets +* Acquire: + - Series assets +* Manage: + - Series assets +* Dispose of: + - Series assets + +* Borrow: + - money and issue evidences of indebtedness + +* Grant: + - liens and security interests in Series assets + +* Hire: + - employees and engage independent contractors + +* Open, maintain, and close: + - bank accounts + - and investment accounts in the name of the Series + +* Bring and defend: + - legal proceedings in the name of the Series + +* Exercise all other powers necessary, suitable, or convenient for: + - the accomplishment of the purpose of the Series + +## 3.6 Limitation of Liability + +Neither the Company nor any Series shall be responsible or liable for the debts, obligations, or liabilities of any other Series. The debts, obligations, and liabilities incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable only against the assets of that Series and not against the assets of the Company generally or any other Series. diff --git a/content/charters.turnsys.com/pages/161.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-4/default.md b/content/charters.turnsys.com/pages/161.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-4/default.md new file mode 100644 index 0000000..25c4b26 --- /dev/null +++ b/content/charters.turnsys.com/pages/161.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-4/default.md @@ -0,0 +1,137 @@ +--- +title: 'ARTICLE IV - COMPANY GOVERNANCE' +menu: 'ARTICLE IV - COMPANY GOVERNANCE' +--- + +# ARTICLE IV - COMPANY GOVERNANCE + +## 4.1 Management by Board of Directors + +The Company shall be governed by a Board of Directors (the "Board"), which shall oversee the Company and provide governance, but not management, of the Company's affairs. The Board shall exercise all powers of the Company except those powers specifically reserved to the Sole Member or delegated to Series Managers. + +## 4.2 Distinction Between Governance and Management + +This Agreement establishes a clear distinction between governance and management: + +* **Governance** (performed by the Board) involves setting strategic direction, establishing policies, overseeing compliance, ensuring accountability, and making high-level decisions that affect the Company as a whole + +* **Management** (performed by Series Managers) involves day-to-day operational decisions, implementation of strategic plans, supervision of staff, and routine business activities within each Series + +The Board shall not engage in the day-to-day management of any Series, which function is reserved exclusively for the Series Managers. + +## 4.3 Board Composition + +The Board shall consist of at least three (3) and no more than seven (7) Directors, as determined by the Sole Member. The initial Board shall consist of three (3) Directors as follows: + +1. [Director Name 1] +2. [Director Name 2] +3. [Director Name 3] + +## 4.4 Appointment and Removal of Directors + +Directors shall be appointed by the Sole Member and shall serve until their resignation, removal, or replacement. + +The Sole Member may remove any Director, with or without cause, at any time by providing written notice to the Board. Any Director may resign at any time by delivering a written resignation to the Board. Such resignation shall take effect upon delivery unless otherwise specified. + +## 4.5 Board Powers and Responsibilities + +The Board shall have the power and authority to: + +* Establish: + - Policies + - Procedures for the operation of the Company and its Series + +* Oversee: + - Implementation of the Company's strategic plan + +* Approve: + - Establishment of Series + - Dissolution of Series + +* Appoint and remove: + - Series Managers + +* Approve: + - Significant transactions that affect the Company as a whole + +* Ensure compliance with: + - Legal requirements + - Regulatory requirements + +* Establish: + - Committees as deemed necessary + +* Adopt, amend, or repeal: + - Bylaws + - Other governance documents + +* Delegate authority to: + - Officers + - Employees + - Agents of the Company + +* Take any other action that is not specifically reserved to: + - The Sole Member + - Delegated to Series Managers + +## 4.6 Board Meetings + +The Board shall meet at least quarterly. Meetings may be held in person, by telephone, or through electronic means as provided in Article XI. The Board shall maintain records of all meetings in accordance with Article X. + +### 4.6.1 Special Meetings + +Special meetings of the Board may be called by any Director by providing at least forty-eight (48) hours' notice to all other Directors. The notice shall specify the purpose, time, and place of the meeting. + +### 4.6.2 Quorum and Voting + +A majority of the Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by this Agreement. + +### 4.6.3 Action Without Meeting + +Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all Directors consent in writing or by electronic transmission. Such consent shall have the same effect as a unanimous vote at a meeting. + +## 4.7 Officers + +The Board may appoint officers of the Company as it deems necessary. Such officers may include, but are not limited to, a President, Secretary, and Treasurer. Officers shall have such duties and powers as may be designated by the Board and shall serve at the pleasure of the Board. + +## 4.8 Committees + +The Board may establish one or more committees to assist in the governance of the Company. Each committee shall consist of one or more Directors and shall have such powers and authority as delegated by the Board, except that no committee shall have the power to: + +* Amend this Agreement + +* Approve the dissolution or merger of the Company + +* Establish or dissolve a Series + +* Appoint or remove Directors or Series Managers + +* Approve transactions between the Company and the Sole Member or any Director + +## 4.9 Compensation + +Directors shall not receive compensation for their services as Directors unless approved by the Sole Member. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties. + +## 4.10 Standard of Care + +Each Director shall discharge their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the Company. A Director is not liable for any action taken as a Director, or any failure to take action, if the Director performed their duties in compliance with this section. + +## 4.11 Sole Member Authority + +Notwithstanding any other provision of this Agreement, the following actions may only be taken with the approval of the Sole Member: + +* Amendment of this Agreement + +* Merger, conversion, or domestication of the Company + +* Sale, lease, exchange, or other disposition of all or substantially all of the Company's assets + +* Dissolution of the Company + +* Admission of new Members to the Company + +* Changes to the structure or composition of the Board + +* Any action that would adversely affect the limited liability of the Sole Member + +* Any other action requiring the Sole Member's approval as set forth in this Agreement diff --git a/content/charters.turnsys.com/pages/162.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-5/default.md b/content/charters.turnsys.com/pages/162.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-5/default.md new file mode 100644 index 0000000..dc514ef --- /dev/null +++ b/content/charters.turnsys.com/pages/162.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-5/default.md @@ -0,0 +1,206 @@ +--- +title: 'ARTICLE V - SERIES STRUCTURE' +menu: 'ARTICLE V - SERIES STRUCTURE' +--- + +# ARTICLE V - SERIES STRUCTURE + +## 5.1 Establishment of Series + +Pursuant to Section 101.601 of the TBOC, the Company hereby establishes and shall maintain one or more designated Series, each of which: + +* Has separate rights with respect to specified property, obligations, profits, and losses associated with the Series +* Has separate powers with respect to specified property, obligations, profits, and losses associated with the Series +* Has separate duties with respect to specified property, obligations, profits, and losses associated with the Series + +* May have a separate business purpose or investment objective + +* Shall maintain records to account for the assets and liabilities associated with the Series separate and apart from the assets and liabilities of the Company or any other Series + +* Shall have liability protection such that the: + - debts + - liabilities + - obligations + - and expenses + +incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of that Series only, and not against the assets of the Company generally or any other Series + +## 5.2 Series Types + +The Company shall establish the following types of Series: + +### 5.2.1 Asset Management Series + +Asset Management Series are established to hold, manage, or operate specific assets or investments for the benefit of designated beneficiaries. Asset Management Series may own real property, equipment, intellectual property, investment portfolios, or other assets. + +### 5.2.2 Operating Series + +Operating Series are established to conduct business operations, including providing services, manufacturing products, or engaging in commercial activities. Operating Series may enter into contracts, hire employees, and engage in marketing and sales activities. + +### 5.2.3 Cell Series + +Cell Series are established to serve as holding structures for the benefit of family offices, trusts, or similar arrangements. Cell Series may establish subsidiaries, hold ownership interests in other entities, and make investments. + +## 5.3 Initial Series + +The Company hereby establishes the following Initial Series, which shall continue in perpetuity unless dissolved in accordance with this Agreement: + +1. **Known Element Enterprises LLC** (Operating Series) - Established to provide technology consulting services, software development, and related technical services as further described in Schedule A. + +2. **The Campus Trading Company LLC** (Operating Series) - Established to provide educational services, training programs, and related services as further described in Schedule B. + +3. **Redwood Family Office Group LLC** (Cell Series) - Established to serve as a holding structure for the benefit of the Redwood family. + +4. **Redwood Springs Capital Partners Group LLC** (Cell Series) - Established to serve as a holding structure for investments and ventures affiliated with Redwood Springs Capital Partners. + +5. **Wyble Family Office Group LLC** (Cell Series) - Established to serve as a holding structure for the benefit of the Wyble family. + +## 5.4 Series Designation + +For each Series established under this Agreement, the Board shall adopt a Series Designation, which shall include: + +* The name of the Series + +* The type of Series: + - Asset Management + - Operating + - Cell + +* The specific purpose and powers of the Series + +* The name(s) of the initial Manager(s) of the Series + +* Any specific limitations or restrictions on the Series + +* Any additional terms applicable to the Series + +The Series Designations for the Initial Series are set forth in the attached Schedules. + +## 5.5 Series Managers + +Each Series shall be managed by one or more Series Managers appointed by the Board. Series Managers shall have full authority to manage the business and affairs of their respective Series, subject to the limitations set forth in this Agreement and the applicable Series Designation. + +### 5.5.1 Powers of Series Managers + +The Series Managers shall have the power and authority to: + +* Conduct the day-to-day operations of the Series + +* Enter into contracts and agreements on behalf of the Series + +* Hire and terminate employees and engage independent contractors + +* Open and maintain bank accounts and investment accounts + +* Acquire, manage, and dispose of: + - Real property + - Equipment + - Intellectual property + - Investment portfolios + - Other Series assets + +* Obtain financing and incur indebtedness on behalf of the Series + +* Take any other action necessary or appropriate for the management and operation of the Series + +### 5.5.2 Limitations on Series Managers + +Series Managers shall not have the power or authority to: + +* Take any action that would violate this Agreement or the Series Designation + +* Commingle assets of the Series with assets of the Company or any other Series + +* Transfer assets of the Series to the Company or any other Series without proper documentation and consideration + +* Engage in any transaction that would jeopardize the liability protection of the Series + +* Merge or consolidate the Series with any other entity without Board approval + +* Dissolve or terminate the Series without Board approval + +* Grant capital interests in the Series (only profit interests may be granted) + +## 5.6 Series Membership + +Each Series may have its own Members who hold Series Interests in that specific Series. Membership in one Series does not confer any rights with respect to any other Series. + +### 5.6.1 Series Membership Classes + +Each Series shall implement the FairShares membership model described in Article VIII, with a minimum of three membership classes (Class A, Class B, and Class C). + +### 5.6.2 Admission of Series Members + +The Series Manager(s) may admit new Members to a Series by: + +* Issuing Profit Interests to the new Member + +* Obtaining the new Member's signature on a joinder to this Agreement + +* Recording the new Member's information in the Series records + +### 5.6.3 No Capital Interests + +No Series shall issue capital interests. All Series Interests issued to Members shall be Profit Interests only, entitling the Member to share in profits and appreciation occurring after the date of issuance. + +## 5.7 Series Records + +Each Series shall maintain separate records, accounts, and financial statements for its operations. Such records shall include: + +* A current list of the names and addresses of all Series Members + +* A copy of this Agreement and the applicable Series Designation + +* Copies of the Series' tax returns and financial statements + +* Records of all transactions involving the Series' assets + +* Minutes of any meetings of Series Members + +* Records of all contributions and distributions + +## 5.8 Series Assets and Liabilities + +### 5.8.1 Series Assets + +Assets associated with a Series shall be recorded in the records of that Series and clearly identified as belonging to that Series. Such identification may be made by: + +* Records maintained for the Series + +* Account statements for the Series + +* Designation in the title or deed for the asset + +* Any other method that reasonably identifies the asset as belonging to the Series + +### 5.8.2 Series Liabilities + +All contracts, agreements, and instruments creating liabilities of a Series shall include a conspicuous statement substantially similar to the following: + +"The obligations under this [contract/agreement/instrument] are the obligations of [Name of Series] only and are not the obligations of Turnkey Network Systems LLC generally or any other Series thereof. The assets of [Name of Series] only are available to satisfy these obligations." + +## 5.9 Establishment of Additional Series + +The Board may establish additional Series by: + +* Adopting a Series Designation setting forth the information required by Section 5.4 + +* Filing any required notice or amendment with the Secretary of State of Texas + +* Appointing one or more Series Managers + +* Allocating assets and liabilities to the Series + +* Creating appropriate records for the Series + +## 5.10 Dissolution of Series + +A Series shall be dissolved and its affairs wound up upon the first to occur of: + +* The board's determination that the Series should be dissolved + +* The occurrence of any event specified in the Series Designation as triggering dissolution + +* The entry of a judicial decree of dissolution + +Upon dissolution, the Series Manager(s) shall wind up the Series' affairs, liquidate its assets, pay its liabilities, and distribute any remaining assets to the Series Members in accordance with their respective interests. diff --git a/content/charters.turnsys.com/pages/163.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-6/default.md b/content/charters.turnsys.com/pages/163.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-6/default.md new file mode 100644 index 0000000..ef0803d --- /dev/null +++ b/content/charters.turnsys.com/pages/163.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-6/default.md @@ -0,0 +1,88 @@ +--- +title: 'ARTICLE VI - CAPITAL CONTRIBUTIONS' +menu: 'ARTICLE VI - CAPITAL CONTRIBUTIONS' +--- + +# ARTICLE VI - CAPITAL CONTRIBUTIONS + +## 6.1 Initial Capital Contributions + +The Sole Member shall make an initial Capital Contribution to the Company in the amount determined by the Sole Member. The initial Capital Contribution may be in the form of cash, property, services rendered, or a promissory note or other obligation to contribute cash or property. + +## 6.2 Series Capital Contributions + +Each Series shall be established with an initial allocation of capital as determined by the Board. Such allocation may be in the form of: + +* Cash transferred from the Company or another Series + +* Property assigned to the Series + +* Rights to use intellectual property or other assets + +* Services to be performed for the benefit of the Series + +* Any other form of value that the Board determines appropriate + +## 6.3 Capital Accounts + +The Company shall maintain a separate Capital Account for the Sole Member and for each Series in accordance with the following provisions: + +* Each Capital Account shall be increased by the amount of cash and the fair market value of property contributed to the Company or Series, as applicable + +* Each Capital Account shall be decreased by the amount of cash and the fair market value of property distributed to the Sole Member or for the benefit of a Series, as applicable + +* Each Capital Account shall be adjusted as required by the Treasury Regulations under Section 704 of the Code + +## 6.4 Profit Interests Only + +Notwithstanding the maintenance of Capital Accounts, no Member of any Series shall be granted a capital interest in any Series. All Series Interests granted to Members shall be Profit Interests only, entitling the Member to share in profits and appreciation occurring after the date of issuance. + +## 6.5 No Interest on Capital Contributions + +No interest shall be paid on Capital Contributions. + +## 6.6 No Withdrawal of Capital Contributions + +No Member shall be entitled to withdraw any part of their Capital Contribution or to receive any distributions from the Company or any Series except as specifically provided in this Agreement. + +## 6.7 No Obligation to Restore Deficit + +No Member shall have any obligation to restore any deficit balance in their Capital Account. + +## 6.8 Additional Capital Contributions + +### 6.8.1 Company Level + +The Sole Member may, but is not required to, make additional Capital Contributions to the Company. + +### 6.8.2 Series Level + +No Series Member shall be required to make any additional Capital Contribution to any Series beyond their initial contribution, if any. Series Managers may accept additional Capital Contributions from existing or new Series Members in the form of cash or property based on terms approved by the Series Manager(s), provided that any such contribution shall only result in the issuance of Profit Interests. + +## 6.9 Advances by Members + +If any Member advances funds to the Company or a Series in excess of their required Capital Contributions, such advances shall be deemed a loan from such Member and shall bear interest at a rate determined by the Board or Series Manager(s), as applicable, from the date of the advance until the date of repayment. Such loans shall not increase the advancing Member's Capital Account or Series Interest. + +## 6.10 Return of Capital Contributions + +Except as otherwise provided in this Agreement, no Member shall be entitled to demand or receive the return of their Capital Contribution. + +## 6.11 Form of Return of Capital Contributions + +If a Member is entitled to receive a return of a Capital Contribution, the Company or Series may distribute cash, property, or a combination thereof to the Member in return of the Capital Contribution. + +## 6.12 Capital Structure Simplification + +The capital structure of both the Company and each Series shall be simplified by: + +* Maintaining minimal capital at the Company level + +* Focusing activities at the Series level + +* Using Profit Interests rather than Capital Interests for Series participants + +* Avoiding complex capital arrangements that would complicate the relationship between the Company and its Series + +## 6.13 Capital Isolation Between Series + +The capital of each Series shall be maintained separately from the capital of the Company and other Series. No Series shall have a claim on the capital of the Company or any other Series. diff --git a/content/charters.turnsys.com/pages/164.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-7/default.md b/content/charters.turnsys.com/pages/164.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-7/default.md new file mode 100644 index 0000000..e88f8f5 --- /dev/null +++ b/content/charters.turnsys.com/pages/164.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-7/default.md @@ -0,0 +1,94 @@ +--- +title: 'ARTICLE VII - ALLOCATIONS AND DISTRIBUTIONS' +menu: 'ARTICLE VII - ALLOCATIONS AND DISTRIBUTIONS' +--- + +# ARTICLE VII - ALLOCATIONS AND DISTRIBUTIONS + +## 7.1 Allocations of Profits and Losses + +### 7.1.1 Company Level + +All profits and losses of the Company shall be allocated to the Sole Member. + +### 7.1.2 Series Level + +Profits and losses of each Series shall be allocated among the Series Members in accordance with the FairShares model described in Article VIII and as specified in the applicable Series Designation. + +## 7.2 Special Allocations + +To the extent required by Treasury Regulations under Section 704 of the Code, special allocations shall be made to ensure that the capital account allocations comply with the substantial economic effect rules. These include, but are not limited to: + +* Qualified income offset provisions + +* Minimum gain chargeback provisions + +* Partner nonrecourse debt minimum gain chargeback provisions + +* Gross income allocations + +* Nonrecourse deductions allocations + +* Partner nonrecourse deductions allocations + +## 7.3 Other Allocation Rules + +### 7.3.1 Allocation of Items Included in Profits and Losses + +For purposes of determining allocations, all items of income, gain, loss, and deduction shall be allocated among the Members in the same manner as the corresponding items entered into the computation of profits and losses. + +### 7.3.2 Tax Allocations + +Allocations for tax purposes shall be made in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder. The Board or Series Manager(s), as applicable, shall have the authority to make appropriate adjustments to the allocations to account for differences between the book value and tax basis of Company or Series assets. + +### 7.3.3 Allocation of Recapture Items + +Any recapture of depreciation, amortization, or other cost recovery deductions shall be allocated among the Members in the same proportion as the original deductions were allocated. + +## 7.4 Distributions + +### 7.4.1 Company Level Distributions + +The Board may make distributions to the Sole Member at such times and in such amounts as the Board determines, subject to applicable law and any contractual restrictions on distributions. + +### 7.4.2 Series Level Distributions + +The Series Manager(s) may make distributions to the Series Members at such times and in such amounts as the Series Manager(s) determine, subject to applicable law, any contractual restrictions on distributions, and the allocation provisions set forth in the applicable Series Designation. + +### 7.4.3 Distributions in Kind + +The Board or Series Manager(s), as applicable, may make distributions in kind if they determine that such distributions would be in the best interests of the Company or Series. The fair market value of any property distributed in kind shall be determined by the Board or Series Manager(s) in good faith. + +### 7.4.4 Liquidating Distributions + +Distributions in liquidation of the Company or a Series shall be made to the Members in accordance with their positive Capital Account balances. + +## 7.5 Limitations on Distributions + +Notwithstanding any provision to the contrary contained in this Agreement, neither the Company nor any Series shall make a distribution to any Member on account of their interest in the Company or Series if such distribution would violate Section 101.206 of the TBOC or other applicable law. + +## 7.6 Withholding + +The Company and each Series are authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state, local, or foreign government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, local, or foreign law. All amounts withheld with respect to any allocation or distribution to a Member shall be treated as amounts distributed to such Member. + +## 7.7 Profit Interest Revenue Sharing + +### 7.7.1 Profit Interest Definitions + +A "Profit Interest" means a membership interest that entitles the holder to share only in profits and appreciation in value occurring after the date of issuance. Profit Interests do not entitle the holder to any capital or existing asset value at the time of issuance. + +### 7.7.2 Determination of Initial Value + +When issuing a Profit Interest, the Series Manager(s) shall determine the value of the Series as of the date of issuance (the "Initial Value"). The holder of the Profit Interest shall be entitled to share only in profits and appreciation in excess of this Initial Value. + +### 7.7.3 Revenue Sharing Calculations + +The Series Manager(s) shall establish specific revenue sharing calculations for each Series based on the FairShares model. These calculations shall define how profits are shared among the different classes of Series Members. + +### 7.7.4 Documentation of Revenue Sharing + +The revenue sharing calculations and formulas for each Series shall be documented in the applicable Series Designation or in a separate document approved by the Series Manager(s). + +## 7.8 Prohibition on Capital Interests + +No Series shall issue capital interests to any Member. All Series Interests shall be structured as Profit Interests only. diff --git a/content/charters.turnsys.com/pages/165.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-8/default.md b/content/charters.turnsys.com/pages/165.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-8/default.md new file mode 100644 index 0000000..006fd64 --- /dev/null +++ b/content/charters.turnsys.com/pages/165.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-8/default.md @@ -0,0 +1,130 @@ +--- +title: 'ARTICLE VIII - FAIRSHARES MEMBERSHIP MODEL' +menu: 'ARTICLE VIII - FAIRSHARES MEMBERSHIP MODEL' +--- + +# ARTICLE VIII - FAIRSHARES MEMBERSHIP MODEL + +## 8.1 FairShares Model Overview + +The Company adopts the FairShares model for organizational governance and profit distribution within each Series. The FairShares model recognizes different stakeholder groups and balances their interests through specific membership classes, governance rights, and profit-sharing arrangements. + +## 8.2 Minimum Membership Classes + +Each Series shall establish a minimum of three (3) membership classes as follows: + +### 8.2.1 Class A - Founders + +Class A Members are the founders, entrepreneurs, or initiators who establish the Series or contribute significant founding resources. Their interests include: + +* Strategic direction and vision + +* Long-term value creation + +* Return on financial and intellectual capital + +### 8.2.2 Class B - Labor + +Class B Members are those who contribute labor, skills, knowledge, or expertise to the Series. Their interests include: + +* Fair compensation for work performed + +* Professional development and career advancement + +* Voice in operational decisions that affect their work + +### 8.2.3 Class C - Users + +Class C Members are the customers, clients, or users who benefit from the Series' products or services. Their interests include: + +* Quality products and services + +* Fair pricing and terms + +* Responsive customer service + +## 8.3 Optional Additional Membership Classes + +Series may establish additional membership classes beyond the minimum required classes, which may include: + +### 8.3.1 Class D - Investors + +Class D Members provide financial capital to the Series without necessarily being founders. Their interests include: + +* Return on financial investment + +* Growth of Series value + +* Financial stability + +### 8.3.2 Class E - Community + +Class E Members represent the wider community or ecosystem in which the Series operates. Their interests include: + +* Environmental sustainability + +* Social responsibility + +* Local economic development + +## 8.4 Membership Rights + +### 8.4.1 Economic Rights + +All membership classes shall have economic rights in the form of Profit Interests. The specific profit-sharing formula for each Series shall be determined by the Series Manager(s) and documented in the Series Designation. + +### 8.4.2 Governance Rights + +Membership classes shall have governance rights as specified in the Series Designation, which may include: + +* Voting rights on certain matters + +* Representation on advisory boards or committees + +* Information rights and transparency + +* Consultation rights on significant decisions + +### 8.4.3 Weighted Decision-Making + +When multiple membership classes participate in decision-making, the Series may implement weighted voting systems that give different weights to different classes based on the nature of the decision and the stakes of each class in the outcome. + +## 8.5 Profit Interests Only + +All membership interests in any Series shall be Profit Interests only. No membership class shall receive capital interests in any Series. + +## 8.6 Profit Distribution Principles + +Each Series shall establish a profit distribution framework based on the following principles: + +### 8.6.1 Balanced Stakeholder Returns + +Profit distribution shall balance the interests of all membership classes, recognizing their different contributions and risks. + +### 8.6.2 Surplus Sharing Formula + +Each Series shall adopt a surplus sharing formula that specifies how profits are divided among the membership classes after covering operating costs and reserves. + +### 8.6.3 Transparent Calculations + +The profit distribution calculations shall be transparent to all Members of the Series and documented in the Series records. + +## 8.7 FairShares Implementation Requirements + +To properly implement the FairShares model, each Series shall: + +* Clearly define the criteria for membership in each class + +* Document the rights, responsibilities, and benefits of each membership class + +* Establish fair and transparent processes for admitting new Members to each class + +* Create appropriate governance mechanisms that give voice to all membership classes + +* Implement accounting systems that track contributions and distributions for each membership class + +* Provide regular reports to Members on the financial and operational performance of the Series + +## 8.8 Customization by Series + +While adhering to the core principles of the FairShares model, each Series may customize the implementation to suit its specific business model, stakeholder relationships, and operational needs. Such customization shall be documented in the Series Designation. diff --git a/content/charters.turnsys.com/pages/166.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-9/default.md b/content/charters.turnsys.com/pages/166.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-9/default.md new file mode 100644 index 0000000..b4fb8be --- /dev/null +++ b/content/charters.turnsys.com/pages/166.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.article-9/default.md @@ -0,0 +1,116 @@ +--- +title: 'ARTICLE IX - TRANSFERS AND WITHDRAWALS' +menu: 'ARTICLE IX - TRANSFERS AND WITHDRAWALS' +--- + +# ARTICLE IX - TRANSFERS AND WITHDRAWALS + +## 9.1 Restrictions on Transfer + +### 9.1.1 Company Interest + +The Sole Member shall not transfer all or any portion of their Interest in the Company without the prior written consent of the Board, which consent may be withheld in the Board's sole discretion. + +### 9.1.2 Series Interests + +No Member may transfer all or any portion of their Interest in any Series without the prior written consent of the Series Manager(s), which consent may be withheld in the Series Manager(s)' sole discretion. + +## 9.2 Permitted Transfers + +Notwithstanding Section 9.1, the following transfers may be permitted: + +### 9.2.1 Transfers to Affiliates + +A Member may transfer all or part of their Interest to an Affiliate with the prior written consent of the Series Manager(s), which consent shall not be unreasonably withheld. + +### 9.2.2 Transfers upon Death + +Upon the death of a Member, their Interest may transfer to their estate or designated beneficiaries, subject to the approval of the Series Manager(s) and any applicable restrictions in the Series Designation. + +### 9.2.3 Transfers Pursuant to Court Order + +A transfer of a Member's Interest pursuant to a court order shall be recognized and effective, subject to the transferee's compliance with all terms of this Agreement. + +## 9.3 Conditions to Permitted Transfers + +No transfer of an Interest shall be effective unless all of the following conditions are satisfied: + +* The transferor and transferee execute and deliver to the Company or Series such documents as the Board or Series Manager(s) may require, including written confirmation of the transferee's agreement to be bound by this Agreement + +* The transferor and transferee provide any information requested by the Board or Series Manager(s) to verify the transfer complies with applicable securities laws + +* The transferee pays any reasonable expenses incurred by the Company or Series in connection with the transfer + +* The transfer will not cause the Company or Series to be treated as other than a partnership for federal income tax purposes + +* The transfer will not violate any applicable laws, regulations, or contractual obligations + +## 9.4 Rights of Transferees + +Unless admitted as a Member in accordance with this Agreement, a transferee of an Interest shall have no right to: + +* Participate in the management of the Company or Series business + +* Vote on Company or Series matters + +* Access information or inspect records of the Company or Series + +* Exercise any rights of a Member under this Agreement or the TBOC + +A transferee shall only be entitled to receive the distributions and allocations of profits and losses to which the transferor would have been entitled. + +## 9.5 Admission of Transferees as Members + +A transferee of an Interest shall be admitted as a Member only with the approval of the Board (for Company Interests) or the Series Manager(s) (for Series Interests), which approval may be granted or withheld in their sole discretion. + +## 9.6 Withdrawal of Members + +### 9.6.1 Company Level + +The Sole Member shall not have the right to withdraw from the Company prior to its dissolution and winding up. + +### 9.6.2 Series Level + +Unless otherwise provided in the Series Designation, no Member of a Series shall have the right to withdraw from the Series prior to its dissolution and winding up. + +## 9.7 Involuntary Withdrawal + +A Member shall be deemed to have withdrawn from a Series upon the occurrence of any of the following events: + +* The Member makes an assignment for the benefit of creditors + +* The Member files a voluntary petition in bankruptcy + +* The Member is adjudged bankrupt or insolvent + +* The Member is subject to a court order appointing a receiver for substantially all of their assets + +* In the case of a Member that is an entity, the dissolution and commencement of winding up of the Member + +* In the case of a Member who is an individual, the death or adjudication of incompetency of the Member + +## 9.8 Effect of Withdrawal + +Upon a Member's withdrawal from a Series: + +* The Member's governance rights shall immediately terminate + +* The Member or their estate shall be entitled only to receive the distributions and allocations to which the Member would have been entitled if the withdrawal had not occurred + +* The withdrawal shall not entitle the Member to receive the fair value of their Interest unless otherwise provided in the Series Designation + +## 9.9 Option to Purchase Interest of Withdrawing Member + +Upon a Member's withdrawal from a Series, the Series shall have the option, but not the obligation, to purchase the withdrawing Member's Interest at a price determined by the Series Manager(s) based on the formula specified in the Series Designation. If the Series does not exercise this option, the remaining Members of the Series shall have the option to purchase the withdrawing Member's Interest pro rata according to their respective Interests. + +## 9.10 Right of First Refusal + +If a Member receives a bona fide offer from a third party to purchase all or part of their Interest in a Series, and the Member wishes to accept such offer, the Member shall first offer to sell such Interest to the Series or other Members on the same terms. The Series or other Members shall have 30 days to exercise this right of first refusal. + +## 9.11 Drag-Along Rights + +If the Series Manager(s) approve a sale of all or substantially all of a Series' assets or a transfer of all Interests in a Series to a third party, all Members shall be required to cooperate with such transaction and transfer their Interests on the same terms and conditions as approved by the Series Manager(s). + +## 9.12 Tag-Along Rights + +If any Member proposes to transfer Interests representing more than 50% of the total Interests in a Series to a third party, all other Members shall have the right to participate in such transfer on a pro-rata basis on the same terms and conditions. diff --git a/content/charters.turnsys.com/pages/167.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.cover/default.md b/content/charters.turnsys.com/pages/167.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.cover/default.md new file mode 100644 index 0000000..0baefd8 --- /dev/null +++ b/content/charters.turnsys.com/pages/167.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.cover/default.md @@ -0,0 +1,31 @@ +--- +title: 'COMPANY OPERATING AGREEMENT' +menu: 'COMPANY OPERATING AGREEMENT' +--- + +# COMPANY OPERATING AGREEMENT + +## TURNKEY NETWORK SYSTEMS LLC + +### A Texas Series Limited Liability Company + +**Effective Date: March 14, 2025** + +--- + +*This Operating Agreement governs the operations and administration of Turnkey Network Systems LLC, a Texas series limited liability company organized under the Texas Business Organizations Code.* + +--- + +**COMPANY ADDRESS:** +[Insert Company Address] +[City, Texas ZIP] + +**REGISTERED AGENT:** +[Insert Registered Agent Name] +[Insert Registered Agent Address] +[City, Texas ZIP] + +--- + +*All rights reserved. This document contains proprietary and confidential information.* diff --git a/content/charters.turnsys.com/pages/168.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.execution-page/default.md b/content/charters.turnsys.com/pages/168.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.execution-page/default.md new file mode 100644 index 0000000..33d9f58 --- /dev/null +++ b/content/charters.turnsys.com/pages/168.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.execution-page/default.md @@ -0,0 +1,75 @@ +--- +title: 'EXECUTION PAGE' +menu: 'EXECUTION PAGE' +--- + +# EXECUTION PAGE + +**IN WITNESS WHEREOF**, the undersigned have executed this Company Operating Agreement of Turnkey Network Systems LLC, effective as of the 14th day of March, 2025. + +## COMPANY: + +**TURNKEY NETWORK SYSTEMS LLC**, +a Texas series limited liability company + +By: ______________________________ +Name: ___________________________ +Title: ____________________________ +Date: ____________________________ + +## SOLE MEMBER: + +______________________________ +[Sole Member Name] +Date: _________________________ + +## SERIES MANAGERS: + +**KNOWN ELEMENT ENTERPRISES LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +**THE CAMPUS TRADING COMPANY LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +**REDWOOD FAMILY OFFICE GROUP LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +**REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +**WYBLE FAMILY OFFICE GROUP LLC** + +By: ______________________________ +Name: ___________________________ +Title: Series Manager +Date: ____________________________ + +## BOARD OF DIRECTORS: + +______________________________ +[Director Name 1] +Date: _________________________ + +______________________________ +[Director Name 2] +Date: _________________________ + +______________________________ +[Director Name 3] +Date: _________________________ diff --git a/content/charters.turnsys.com/pages/169.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.schedule-a/default.md b/content/charters.turnsys.com/pages/169.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.schedule-a/default.md new file mode 100644 index 0000000..f551a89 --- /dev/null +++ b/content/charters.turnsys.com/pages/169.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.schedule-a/default.md @@ -0,0 +1,212 @@ +--- +title: 'SCHEDULE A - SERVICE AGREEMENT' +menu: 'SCHEDULE A - SERVICE AGREEMENT' +--- + +# SCHEDULE A - SERVICE AGREEMENT + +## KNOWN ELEMENT ENTERPRISES LLC +### Operating Series of Turnkey Network Systems LLC + +## 1. SERIES DESIGNATION + +### 1.1 Series Name + +The name of this Series is **Known Element Enterprises LLC**. + +### 1.2 Series Type + +This Series is designated as an **Operating Series** under Article V of the Company Operating Agreement. + +### 1.3 Series Purpose + +Known Element Enterprises LLC is established for the purpose of providing technology consulting services, software development, digital transformation solutions, and related technical services. + +### 1.4 Initial Series Manager + +The initial Series Manager shall be [Series Manager Name]. + +## 2. SERVICES PROVIDED + +### 2.1 Primary Service Areas + +Known Element Enterprises LLC shall provide the following primary services: + +* **Technology Consulting Services** + * Strategic technology planning + * IT infrastructure assessment and design + * Digital transformation roadmapping + * Technology vendor selection and management + * IT security and compliance consulting + +* **Software Development** + * Custom application development + * Mobile application development + * API development and integration + * Database design and implementation + * Legacy system modernization + +* **Managed IT Services** + * Network administration and monitoring + * Cloud infrastructure management + * Cybersecurity services + * Backup and disaster recovery solutions + * Technical support and help desk services + +* **Data Services** + * Data analytics and business intelligence + * Data migration and integration + * Database optimization and management + * Data warehousing solutions + * Big data architecture and implementation + +### 2.2 Service Standards + +All services provided by Known Element Enterprises LLC shall meet the following standards: + +* Adherence to industry best practices +* Compliance with applicable regulations and standards +* Timely delivery according to agreed-upon schedules +* Clear documentation and knowledge transfer +* Regular reporting and communication with clients +* Continuous quality improvement + +## 3. STAFFING AND PERSONNEL + +### 3.1 Staffing Structure + +Known Element Enterprises LLC shall maintain appropriate staffing to deliver its services, including: + +* Technical staff with relevant certifications and expertise +* Project management professionals +* Customer success representatives +* Administrative support personnel + +### 3.2 Contractor Relationships + +The Series may engage independent contractors to supplement its staff capabilities, provided that: + +* All contractors sign appropriate confidentiality and work-for-hire agreements +* Contractors meet the same qualification standards as employees +* Contractor work is supervised by Series staff +* The Series remains fully responsible for all contractor deliverables + +## 4. CLIENT ENGAGEMENT MODEL + +### 4.1 Service Agreements + +Known Element Enterprises LLC shall enter into written service agreements with all clients, which shall include: + +* Detailed scope of services +* Service level agreements +* Fee structure and payment terms +* Term and termination provisions +* Confidentiality and data protection terms +* Intellectual property ownership provisions + +### 4.2 Project Management Methodology + +The Series shall implement a standard project management methodology that includes: + +* Project planning and requirements gathering +* Regular status reporting +* Change management procedures +* Quality assurance processes +* Client acceptance procedures +* Post-implementation review + +## 5. FINANCIAL STRUCTURE + +### 5.1 Revenue Model + +Known Element Enterprises LLC shall generate revenue through: + +* Fixed-fee project engagements +* Hourly consulting services +* Managed service retainers +* Value-based pricing for specific initiatives +* Software licensing and maintenance fees + +### 5.2 FairShares Implementation + +The Series shall implement the FairShares model as follows: + +* **Class A Members** (Founders): Initial capital contributors and strategic leadership +* **Class B Members** (Labor): Technical staff, project managers, and other employees +* **Class C Members** (Users): Key clients who participate in co-creation or provide significant recurring revenue + +### 5.3 Profit Distribution + +After covering operating expenses, reserves, and reinvestment allocations, profits shall be distributed according to the following guidelines: + +* 40% allocated to Class A Members +* 40% allocated to Class B Members +* 20% allocated to Class C Members + +Specific distribution formulas within each class shall be determined by the Series Manager. + +## 6. OPERATIONAL POLICIES + +### 6.1 Intellectual Property + +* All intellectual property created by the Series shall be owned by the Series +* Client-specific deliverables shall be transferred to clients as specified in service agreements +* The Series shall maintain a library of reusable components and frameworks + +### 6.2 Confidentiality + +* All Series Members, employees, and contractors shall sign confidentiality agreements +* Client data shall be protected according to industry best practices +* Information security policies shall be reviewed and updated regularly + +### 6.3 Quality Assurance + +* All deliverables shall undergo appropriate quality assurance testing +* Client feedback shall be systematically collected and addressed +* Performance metrics shall be tracked and reported regularly + +## 7. GOVERNANCE + +### 7.1 Series Management + +The Series Manager shall: + +* Oversee all operations of the Series +* Develop and implement strategic plans +* Approve significant contracts and expenditures +* Manage relationships with key clients and partners +* Report regularly to the Board on Series performance + +### 7.2 Advisory Committee + +The Series shall establish an Advisory Committee composed of: + +* Representatives from Class A Members +* Representatives from Class B Members +* Representatives from Class C Members + +The Advisory Committee shall provide input on strategic direction, service offerings, and major initiatives. + +## 8. SPECIFIC RESTRICTIONS + +The Series shall not: + +* Incur debt exceeding [Amount] without Board approval +* Enter into contracts with a value exceeding [Amount] without Board approval +* Engage in activities outside the scope of its designated purpose +* Issue capital interests to any Member +* Commingle its assets with those of the Company or any other Series + +## 9. TERM AND TERMINATION + +### 9.1 Term + +This Series shall continue in perpetuity unless dissolved in accordance with Article XIV of the Company Operating Agreement. + +### 9.2 Dissolution Events + +In addition to the dissolution events specified in the Company Operating Agreement, this Series may be dissolved upon: + +* The loss of key personnel that substantially impairs the ability of the Series to operate +* Sustained unprofitability over a period of [Timeframe] +* A fundamental change in market conditions that eliminates the viability of the Series' business model \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/17.Handbook.CIO.KnelCharter/default.md b/content/charters.turnsys.com/pages/17.Handbook.CIO.KnelCharter/default.md new file mode 100644 index 0000000..b8de158 --- /dev/null +++ b/content/charters.turnsys.com/pages/17.Handbook.CIO.KnelCharter/default.md @@ -0,0 +1,6 @@ +--- +title: 'Known Element Enterprises Charter' +menu: 'Known Element Enterprises Charter' +--- + +# Known Element Enterprises Charter diff --git a/content/charters.turnsys.com/pages/170.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.schedule-b/default.md b/content/charters.turnsys.com/pages/170.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.schedule-b/default.md new file mode 100644 index 0000000..a4e8fe7 --- /dev/null +++ b/content/charters.turnsys.com/pages/170.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.schedule-b/default.md @@ -0,0 +1,222 @@ +--- +title: 'SCHEDULE B - SERVICE AGREEMENT' +menu: 'SCHEDULE B - SERVICE AGREEMENT' +--- + +# SCHEDULE B - SERVICE AGREEMENT + +## THE CAMPUS TRADING COMPANY LLC +### Operating Series of Turnkey Network Systems LLC + +## 1. SERIES DESIGNATION + +### 1.1 Series Name + +The name of this Series is **The Campus Trading Company LLC**. + +### 1.2 Series Type + +This Series is designated as an **Operating Series** under Article V of the Company Operating Agreement. + +### 1.3 Series Purpose + +The Campus Trading Company LLC is established for the purpose of providing educational services, training programs, professional development, and related educational resources to individuals and organizations. + +### 1.4 Initial Series Manager + +The initial Series Manager shall be [Series Manager Name]. + +## 2. SERVICES PROVIDED + +### 2.1 Primary Service Areas + +The Campus Trading Company LLC shall provide the following primary services: + +* **Educational Programs** + * Professional certification courses + * Skills-based training programs + * Executive education + * Technical workshops + * Custom corporate training + +* **Content Development** + * Curriculum design and development + * Educational materials creation + * E-learning content development + * Assessment and evaluation tools + * Training documentation + +* **Educational Delivery Platforms** + * Live instructor-led training + * Online self-paced courses + * Hybrid learning experiences + * Virtual classrooms + * Mobile learning applications + +* **Educational Consulting** + * Learning needs assessment + * Training strategy development + * Educational technology integration + * Instructional design consulting + * Learning measurement and analytics + +### 2.2 Service Standards + +All services provided by The Campus Trading Company LLC shall meet the following standards: + +* Evidence-based instructional design +* Learner-centered approaches +* Accessibility for diverse learners +* Current and relevant content +* Engaging and interactive delivery methods +* Measurable learning outcomes + +## 3. STAFFING AND PERSONNEL + +### 3.1 Staffing Structure + +The Campus Trading Company LLC shall maintain appropriate staffing to deliver its services, including: + +* Subject matter experts and instructors +* Instructional designers and curriculum developers +* Learning technology specialists +* Program managers +* Student success coaches +* Administrative support personnel + +### 3.2 Instructor Qualifications + +All instructors and content developers shall: + +* Possess relevant educational credentials +* Demonstrate expertise in their subject area +* Maintain applicable professional certifications +* Receive training in effective instructional methods +* Participate in regular professional development + +## 4. CLIENT ENGAGEMENT MODEL + +### 4.1 Service Agreements + +The Campus Trading Company LLC shall enter into written service agreements with all clients, which shall include: + +* Program objectives and learning outcomes +* Delivery format and schedule +* Participant requirements +* Fee structure and payment terms +* Intellectual property rights +* Evaluation and reporting methods + +### 4.2 Individual Participant Agreements + +For individual program participants, the Series shall implement: + +* Clear enrollment procedures +* Transparent program descriptions +* Explicit tuition and fee disclosures +* Academic policies and procedures +* Student support services + +## 5. FINANCIAL STRUCTURE + +### 5.1 Revenue Model + +The Campus Trading Company LLC shall generate revenue through: + +* Tuition and enrollment fees +* Corporate training contracts +* Licensing of educational content +* Educational consulting services +* Educational materials and resources +* Certification administration fees + +### 5.2 FairShares Implementation + +The Series shall implement the FairShares model as follows: + +* **Class A Members** (Founders): Initial capital contributors and curriculum developers +* **Class B Members** (Labor): Instructors, designers, and operational staff +* **Class C Members** (Users): Key institutional clients and educational partners + +### 5.3 Profit Distribution + +After covering operating expenses, reserves, and reinvestment allocations, profits shall be distributed according to the following guidelines: + +* 35% allocated to Class A Members +* 45% allocated to Class B Members +* 20% allocated to Class C Members + +Specific distribution formulas within each class shall be determined by the Series Manager. + +## 6. OPERATIONAL POLICIES + +### 6.1 Intellectual Property + +* The Series shall own all intellectual property in its curriculum and educational materials +* Instructors shall retain limited rights to their own teaching methods and materials as specified in their agreements +* Clients shall receive licenses to use educational materials as defined in service agreements + +### 6.2 Quality Assurance + +* Regular review and updating of all educational content +* Systematic participant feedback collection and analysis +* Ongoing instructor evaluation and development +* Learning outcome assessment and reporting +* Continuous improvement processes + +### 6.3 Educational Ethics + +The Series shall adhere to the highest ethical standards in education, including: + +* Truthful representation of programs and outcomes +* Fair treatment of all learners +* Protection of student information and data +* Academic integrity in all assessments +* Inclusive and accessible learning environments + +## 7. GOVERNANCE + +### 7.1 Series Management + +The Series Manager shall: + +* Oversee all operations of the Series +* Ensure educational quality and integrity +* Approve new program development +* Manage key institutional relationships +* Report regularly to the Board on Series performance + +### 7.2 Academic Advisory Board + +The Series shall establish an Academic Advisory Board composed of: + +* Subject matter experts from relevant fields +* Educational methodology specialists +* Industry representatives +* Representatives from key institutional clients + +The Academic Advisory Board shall provide guidance on curriculum development, industry trends, and quality standards. + +## 8. SPECIFIC RESTRICTIONS + +The Series shall not: + +* Incur debt exceeding [Amount] without Board approval +* Enter into contracts with a value exceeding [Amount] without Board approval +* Represent itself as an accredited academic institution unless such accreditation is obtained +* Issue capital interests to any Member +* Commingle its assets with those of the Company or any other Series + +## 9. TERM AND TERMINATION + +### 9.1 Term + +This Series shall continue in perpetuity unless dissolved in accordance with Article XIV of the Company Operating Agreement. + +### 9.2 Dissolution Events + +In addition to the dissolution events specified in the Company Operating Agreement, this Series may be dissolved upon: + +* The loss of key instructional staff that substantially impairs the ability of the Series to deliver its programs +* Sustained unprofitability over a period of [Timeframe] +* Significant regulatory changes that make the business model non-viable \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/171.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.securities-disclaimer/default.md b/content/charters.turnsys.com/pages/171.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.securities-disclaimer/default.md new file mode 100644 index 0000000..693a0f9 --- /dev/null +++ b/content/charters.turnsys.com/pages/171.OperatingAgreements.TurnkeyNetworkSystemsLLC.TurnkeyNetworkSystemsLLC-CompanyOperatingAgreement.securities-disclaimer/default.md @@ -0,0 +1,44 @@ +--- +title: 'SECURITIES EXEMPTION DISCLAIMERS' +menu: 'SECURITIES EXEMPTION DISCLAIMERS' +--- + +# SECURITIES EXEMPTION DISCLAIMERS + +## IMPORTANT NOTICES REGARDING SECURITIES LAWS + +### RESTRICTED SECURITIES + +**THE MEMBERSHIP INTERESTS DESCRIBED IN THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH INTERESTS ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.** + +### INVESTMENT REPRESENTATION + +**THE MEMBERSHIP INTERESTS DESCRIBED HEREIN ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH INTERESTS MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (ii) AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.** + +### PRIVATE OFFERING EXEMPTION + +**THE MEMBERSHIP INTERESTS DESCRIBED HEREIN ARE BEING OFFERED PURSUANT TO EXEMPTIONS FROM REGISTRATION PROVIDED BY SECTION 4(a)(2) OF THE SECURITIES ACT, REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OPERATING AGREEMENT.** + +### HIGH RISK INVESTMENT + +**THE MEMBERSHIP INTERESTS DESCRIBED HEREIN INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE ACQUIRED BY ANY PERSON WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. ONLY PERSONS WHO CAN BEAR SUCH RISK SHOULD CONSIDER ACQUIRING THESE INTERESTS.** + +### APPLICABLE EXEMPTIONS + +**THE COMPANY INTENDS TO RELY ON APPLICABLE EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER BOTH FEDERAL AND TEXAS STATE SECURITIES LAWS, INCLUDING BUT NOT LIMITED TO THOSE AVAILABLE UNDER SECTION 4(a)(2) OF THE SECURITIES ACT AND REGULATION D PROMULGATED THEREUNDER, AS WELL AS SECTION 109.4 AND OTHER APPLICABLE PROVISIONS OF THE TEXAS SECURITIES ACT.** + +### RESTRICTIONS ON TRANSFER + +**THE TRANSFERABILITY OF THE MEMBERSHIP INTERESTS DESCRIBED HEREIN IS RESTRICTED BY THE TERMS OF THIS OPERATING AGREEMENT AND BY FEDERAL AND STATE SECURITIES LAWS. ANY TRANSFER THAT FAILS TO COMPLY WITH THE TERMS OF THIS OPERATING AGREEMENT OR APPLICABLE SECURITIES LAWS WILL BE INVALID, NULL AND VOID.** + +### DISCLOSURE OBLIGATIONS + +**THIS OPERATING AGREEMENT DOES NOT CONTAIN, NOR IS IT INTENDED TO CONTAIN, ALL OF THE INFORMATION THAT MAY BE REQUIRED TO EVALUATE AN INVESTMENT IN THE COMPANY. EACH POTENTIAL INVESTOR SHOULD CONDUCT THEIR OWN INVESTIGATION AND ANALYSIS OF THE COMPANY AND THE INFORMATION CONTAINED IN THIS OPERATING AGREEMENT.** + +### LEGAL AND TAX ADVICE + +**POTENTIAL INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OPERATING AGREEMENT AS LEGAL, BUSINESS, OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT THEIR OWN ATTORNEY, BUSINESS ADVISOR, AND TAX ADVISOR AS TO LEGAL, BUSINESS, AND TAX MATTERS CONCERNING THIS INVESTMENT.** + +--- + +*BY EXECUTING THIS OPERATING AGREEMENT, EACH MEMBER ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE DISCLAIMERS AND THAT THEY MEET ALL SUITABILITY STANDARDS IMPOSED BY APPLICABLE FEDERAL AND STATE SECURITIES LAWS.* diff --git a/content/charters.turnsys.com/pages/172.OperatingAgreements.TurnkeyNetworkSystemsLLC.WybleFamilyOfficeLLC.WybleFamilyOffice-OpAgreement/default.md b/content/charters.turnsys.com/pages/172.OperatingAgreements.TurnkeyNetworkSystemsLLC.WybleFamilyOfficeLLC.WybleFamilyOffice-OpAgreement/default.md new file mode 100644 index 0000000..3c207c2 --- /dev/null +++ b/content/charters.turnsys.com/pages/172.OperatingAgreements.TurnkeyNetworkSystemsLLC.WybleFamilyOfficeLLC.WybleFamilyOffice-OpAgreement/default.md @@ -0,0 +1,6 @@ +--- +title: 'Wyble Family Office LLC' +menu: 'Wyble Family Office LLC' +--- + +# Wyble Family Office LLC diff --git a/content/charters.turnsys.com/pages/173.Policies.CodeOfConduct/default.md b/content/charters.turnsys.com/pages/173.Policies.CodeOfConduct/default.md new file mode 100644 index 0000000..0365799 --- /dev/null +++ b/content/charters.turnsys.com/pages/173.Policies.CodeOfConduct/default.md @@ -0,0 +1,83 @@ +--- +title: '{{ORGANIZATION_NAME}} Code of Conduct' +menu: '{{ORGANIZATION_NAME}} Code of Conduct' +--- + +# {{ORGANIZATION_NAME}} Code of Conduct + +## Purpose + +The purpose of this Code of Conduct is to establish clear expectations for ethical behavior, professionalism, and integrity for all employees, contractors, and representatives of {{ORGANIZATION_NAME}}. + +## Scope + +This Code applies to everyone within the organization, including employees, contractors, board members, and any third-party affiliates acting on behalf of {{ORGANIZATION_NAME}}. + +## Core Principles + +### Integrity + +- Act honestly and transparently in all business dealings. +- Avoid conflicts of interest and disclose any potential issues promptly. + +### Respect + +- Treat all colleagues, clients, and stakeholders with dignity and respect. +- Foster a culture of inclusivity and collaboration. + +### Accountability + +- Take responsibility for actions and decisions. +- Report any violations of this Code or applicable laws. + +### Compliance + +- Follow all applicable laws, regulations, and company policies. +- Participate in mandatory training sessions to ensure compliance with standards. + +## Workplace Behavior + +### Harassment and Discrimination + +- {{ORGANIZATION_NAME}} maintains a zero-tolerance policy for harassment, discrimination, or bullying of any kind. +- Any behavior that undermines an individual’s dignity will be addressed promptly and appropriately. + +### Professionalism + +- Maintain a professional demeanor in all internal and external interactions. +- Refrain from any conduct that could harm the company’s reputation. + +### Confidentiality + +- Protect sensitive company, client, and employee information. +- Only share confidential information on a need-to-know basis. + +## Cybersecurity + +- Use company-provided devices and resources responsibly. +- Adhere to all cybersecurity policies to safeguard company data. + +## Anti-Corruption + +- Do not offer, accept, or solicit bribes in any form. +- Report any instances of unethical behavior or suspected corruption. + +## Reporting Violations + +- Employees are encouraged to report any violations of this Code to their supervisor, HR, or the compliance officer. +- Reports can be made anonymously where applicable. +- Retaliation against whistleblowers is strictly prohibited. + +## Enforcement + +- Violations of this Code will be investigated promptly and may result in disciplinary actions, including termination of employment. +- Severe violations may be reported to law enforcement authorities. + +## Updates to the Code + +- This Code of Conduct will be reviewed annually to ensure it remains relevant and effective. +- Employees will be notified of any updates or changes. + +--- + +For questions or concerns about this Code, contact the compliance officer at [Contact Information]. diff --git a/content/charters.turnsys.com/pages/174.JointVenture.AFABNAndSDSG/default.md b/content/charters.turnsys.com/pages/174.JointVenture.AFABNAndSDSG/default.md new file mode 100644 index 0000000..a87736e --- /dev/null +++ b/content/charters.turnsys.com/pages/174.JointVenture.AFABNAndSDSG/default.md @@ -0,0 +1,9 @@ +--- +title: 'Americans For A Better Network (AFABN) The Free Network Foundation (FNF) / Side Door (Solutions) Group (SD(S)G)' +menu: 'Americans For A Better Network (AFABN) The Free Network Foundation (FNF) / Side Door (Solutions) Group (SD(S)G)' +--- + +# Americans For A Better Network (AFABN) The Free Network Foundation (FNF) / Side Door (Solutions) Group (SD(S)G) + +- Please see the [FNF/AFABN Plan](https://plan.thefnf.net) +- Please see the [SDG Plan](https://plan.sidedoorgroup.org) diff --git a/content/charters.turnsys.com/pages/175.JointVenture.AP4AP/default.md b/content/charters.turnsys.com/pages/175.JointVenture.AP4AP/default.md new file mode 100644 index 0000000..3fb00de --- /dev/null +++ b/content/charters.turnsys.com/pages/175.JointVenture.AP4AP/default.md @@ -0,0 +1,15 @@ +--- +title: 'AP4AP.org' +menu: 'AP4AP.org' +--- + +# AP4AP.org + +- Please see the : [AP4AP Plan](https://plan.ap4ap.org) + +## AP4AP.org Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +|----------------|-------------------------| +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/pages/176.JointVenture.ComponentsInScope/default.md b/content/charters.turnsys.com/pages/176.JointVenture.ComponentsInScope/default.md new file mode 100644 index 0000000..53c094c --- /dev/null +++ b/content/charters.turnsys.com/pages/176.JointVenture.ComponentsInScope/default.md @@ -0,0 +1,26 @@ +--- +title: 'TSYS Group Components in scope of this proposal' +menu: 'TSYS Group Components in scope of this proposal' +--- + +# TSYS Group Components in scope of this proposal + +- Americans For A Better Network INC (AFABN) +- Side Door Group INC (SDG) +- Side Door Solutions Group INC (SDSG) + +- Redwood Springs Capital Partners LLC (RWSCP) + +- ThePeerNet.com LLC +- MerchantsOfHope.org LLC +- TeamRental.net LLC +- YourDreamNameHere.com LLC +- sol-calc.com LLC + +- HFNOC LLC +- HFNFC LLC +- AP4AP.org LLC + +- Suborbital Systems Development Company LLC + +- RackRental.net Operating Company LLC diff --git a/content/charters.turnsys.com/pages/177.JointVenture.ComponentsNotInScope/default.md b/content/charters.turnsys.com/pages/177.JointVenture.ComponentsNotInScope/default.md new file mode 100644 index 0000000..139d3bd --- /dev/null +++ b/content/charters.turnsys.com/pages/177.JointVenture.ComponentsNotInScope/default.md @@ -0,0 +1,42 @@ +--- +title: 'TSYS Group Components not in scope of this contract ' +menu: 'TSYS Group Components not in scope of this contract ' +--- + +# TSYS Group Components not in scope of this contract + +The following + +- organizations +- entities +- components + +are not in any way / shape / form a part of this proposal or executed contract: + +- Turnkey Network Systems LLC (as a whole) +- Axios Heart Studios (series) LLC +- Known Element Enterprises (series) LLC +- The Campus Trading Company LLC +- Wyble Family Office (series) LLC +- Reachable CEO Enterprises (series) LLC +- RackRental.net (series) LLC (TSYS Group HQ Rackrental.net Franchise) (it's agreement with RackRental.net Operating Company LLC allows it all the same terms as other franchies, except that RackRental.net (series) receives 100% of it's revenue under its franchise contract)(instead of 60%). +- Starting Line Productions (series) LLC (TSYS Group HQ StartingLineProductions.com Franchise) (it's agreement with RackRental.net Operating Company LLC allows it all the same terms as other franchies, except that StartingLIneProductions(series) receives 100% of it's revenue under its franchise contract)(instead of 60%). +- Asset holding,shell,licensing and other (super)(cell) or regular series and/or stand alone legal entities (aka TDCMP entities) providing non-operational functions for TSYS group and/or TSYS group components + +No: + +- interest +- influence +- partnership +- joint venture +- any other relationship + +is either implicitly or explicitly + +- implied +- offered +- extended + +as part of this proposal or executed contract + +None of the above listed components have any privity created by this contract and are not in any way (either by letter or spirit) in scope of this contract. diff --git a/content/charters.turnsys.com/pages/178.JointVenture.ContractParties/default.md b/content/charters.turnsys.com/pages/178.JointVenture.ContractParties/default.md new file mode 100644 index 0000000..886071d --- /dev/null +++ b/content/charters.turnsys.com/pages/178.JointVenture.ContractParties/default.md @@ -0,0 +1,23 @@ +--- +title: 'Parties to the contract' +menu: 'Parties to the contract' +--- + + +# Parties to the contract + +## Party 1: + +{{PARTY1}} +- Full Legal Name of {{PARTY1}}: +- Contact Details for {{PARTY1}}: + +## Entity that {{PARTY2}} is agreeing to develop : +{{INSCOPEENTITY}} + +## Party 2: + +{{PARTY2}} + +- Full Legal Name of {{PARTY2}}: +- Contact Details for {{PARTY2}}: \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/179.JointVenture.DealTimelines/default.md b/content/charters.turnsys.com/pages/179.JointVenture.DealTimelines/default.md new file mode 100644 index 0000000..2c479cb --- /dev/null +++ b/content/charters.turnsys.com/pages/179.JointVenture.DealTimelines/default.md @@ -0,0 +1,31 @@ +--- +title: 'Deal Timelines ' +menu: 'Deal Timelines ' +--- + + +# Deal Timelines + +- {{PARTY1}} expects {{PARTY2}} to promptly begin conducting business operations such as: + - sales + - marketing + - business development + - product management + - software development + - fundraising . + +- {{PARTY1}} expects {{PARTY2}} to put in + - meaningful + - diligent, + - ongoing + - focused + efforts to generate revenue , free cash flow and profit. + +- A 180 calendar day period is hereby allotted for development and delivery efforts by {{PARTY2}} to occur from the date of execution of this contract. + +- If at the end of 180 calendar days the {{INSCOPEENTITY}} hasn't materially progressed, delivered free cash flow/revenue/profit results, otherwise delivered on discussed metrics or not well on the way to results delivery, the deal is hereby terminated and {{PARTY1}} will seize c +- {{PARTY2}} is not required to provide any particular form / frequency of status updates during the period. +- {{PARTY2}} may elect to provide status updates as they see fit. +- {{PARTY2}} is welcome to utilize Known Element Enterprises Redmine instance if they wish to do so, The relevant project/roadmap for each organization is linked to in that organizations section. + {{PARTY2}} is also welcome to use none at all. It's entirely up to {{PARTY2}} management discretion. +- {{PARTY1}} will not provide any financial resources (beyond paying for domain registration and operating the current infrastructure). Any and all expenses are to be paid for by {{PARTY2}} as they will be receiving majority revenue , free cash flow or profit shar negotiated. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/18.Handbook.CIO.Policies.Authentication/default.md b/content/charters.turnsys.com/pages/18.Handbook.CIO.Policies.Authentication/default.md new file mode 100644 index 0000000..b1675e1 --- /dev/null +++ b/content/charters.turnsys.com/pages/18.Handbook.CIO.Policies.Authentication/default.md @@ -0,0 +1,6 @@ +--- +title: 'Policies - Authentication' +menu: 'Policies - Authentication' +--- + +# Policies - Authentication diff --git a/content/charters.turnsys.com/pages/180.JointVenture.FLO-EzEda/default.md b/content/charters.turnsys.com/pages/180.JointVenture.FLO-EzEda/default.md new file mode 100644 index 0000000..4010fe9 --- /dev/null +++ b/content/charters.turnsys.com/pages/180.JointVenture.FLO-EzEda/default.md @@ -0,0 +1,9 @@ +--- +title: 'Free Libre Open Project - EzEDA.org' +menu: 'Free Libre Open Project - EzEDA.org' +--- + + +# Free Libre Open Project - EzEDA.org + +- Please see the [EzEDA Plan](https://plan.ezeda.org) diff --git a/content/charters.turnsys.com/pages/181.JointVenture.FLO-EzPodStack/default.md b/content/charters.turnsys.com/pages/181.JointVenture.FLO-EzPodStack/default.md new file mode 100644 index 0000000..723db35 --- /dev/null +++ b/content/charters.turnsys.com/pages/181.JointVenture.FLO-EzPodStack/default.md @@ -0,0 +1,8 @@ +--- +title: 'Free Libre Open Project - EzPodStack.org' +menu: 'Free Libre Open Project - EzPodStack.org' +--- + +# Free Libre Open Project - EzPodStack.org + +- Please see the [EzPodStack Plan](https://plan.ezpodstack.org) diff --git a/content/charters.turnsys.com/pages/182.JointVenture.HFNFC/default.md b/content/charters.turnsys.com/pages/182.JointVenture.HFNFC/default.md new file mode 100644 index 0000000..ad78032 --- /dev/null +++ b/content/charters.turnsys.com/pages/182.JointVenture.HFNFC/default.md @@ -0,0 +1,15 @@ +--- +title: 'High Flight Networks Finance Company (HFNFC)' +menu: 'High Flight Networks Finance Company (HFNFC)' +--- + +# High Flight Networks Finance Company (HFNFC) + +- Please see the : [HFNFC Plan](https://plan.hfnfc.net) + +## High Flight Network Finance Company Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| ------------------------------------------ | ----------------------- | +| Suborbital Systems Development Company LLC | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/pages/183.JointVenture.HFNOC/default.md b/content/charters.turnsys.com/pages/183.JointVenture.HFNOC/default.md new file mode 100644 index 0000000..59739da --- /dev/null +++ b/content/charters.turnsys.com/pages/183.JointVenture.HFNOC/default.md @@ -0,0 +1,15 @@ +--- +title: 'High Flight Networks Operating Company' +menu: 'High Flight Networks Operating Company' +--- + +# High Flight Networks Operating Company + +- Please see the : [HFNOC Plan](https://plan.hfnoc.net) + +## High Flight Network Operating Company Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| ------------------------------------------ | ----------------------- | +| Suborbital Systems Development Company LLC | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/pages/184.JointVenture.Introduction/default.md b/content/charters.turnsys.com/pages/184.JointVenture.Introduction/default.md new file mode 100644 index 0000000..885c5b7 --- /dev/null +++ b/content/charters.turnsys.com/pages/184.JointVenture.Introduction/default.md @@ -0,0 +1,50 @@ +--- +title: 'Introduction ' +menu: 'Introduction ' +--- + +# Introduction + +- This is a public document showing the full terms and conditions of a proposed joint venture contract between two parties for the successful development of a TSYS Group Component. + +- This proposal is generally expected to be (nearly)concurrently executed with the adoption of the charter for the component. + +- This repository is meant to be forked to a private, proprietary, confidential repository to become a proper, legally binding contract. + +- This proposal is licensed under the AGPL v3.0 only. Once it's converted into a contract , it will be assembled with a small amount of proprietary components: + + - PARTY2 name/contact details + - PARTY1 contact details + - Entity in scope + - Execution date + - Ownership/distribution arrangements (may be partially in this JV contract, and/or partially in the operating agreement) + + (Our INC charters and LLC operating agreements are licensed the same with a mirroring clause for this JV contract) + +- If any other modifications to this propsoal arise (other than those listed above), they must be done in this repository and placed under AGPL v3.0 only. This allows for effortless pre-deal due-diligence while preserving the confidentiality of the negoitations among the involved development parties. + +- Party 2 may elect to have the forked repository be public/read only as they wish. Party 1 hereby agrees to that option automatically upon Party 2 election to-do so, as long as PARTY1 contact details are redacted. + +- Party 1 formal legal name is TBD but prior to inclusion in the executed JV contract, it can be considered as a fund/vehicle of Redwood Springs Capital Partners LLC , aka FUNDCO as a placeholder. Details remain to be worked out around legal / administrative / tax implications etc for the fund/vehicle (for example if it will be a joint development fund for all of these component ventures or a fund per component etc) Those details will have no material effect on the letter or spirit of this proposal. They are the dotting of I and crossing of T inherent in creating a venture capital firm and it's funds/vehicles. The funds/vehicles will be purely for the purposes of asset segregation, liability scoping, administrative matters, licensing/ownership of IP, taxes, accounting and related purposes. They will make whatever investment in the component and then receive any returns or other outcomes that may occur. They are purely single purpose shell entities to manage an investment/set of investments into these components. + +- Party 2 can be any "person" (legal entity or individual) who can legally enter into a contract with a US entity (ie not subject to sanctions or otherwise prohibited by any/all applicable law from entering into a contract with a US entity). + +- The contract resulting from the forking/execution of this proposal will be governed solely and entirely by Texas law. + +- All disputes are hereby auto resolved in the favor of {{PARTY1}}. + +- All rights to trial by jury, arbitration, relief of any kind are hereby waved by {{PARTY2}} (except in cases of clear civil or criminal acts by {{PARTY1}} officers) (gross negligence) etc as is standard exception in the law. + +- {{PARTY2}} hereby certifies they have conducted extensive due diligence on {{PARTY1}} and it's officers, and the {{INSCOPEENTITY}} including any public material and private material that may have been provided by the officers of {{PARTY1}} and/or the officers of the {{INSCOPEENTITY}} and are entering into this agreement having fully read and understood it. + +- A particular PARTY2 may only enter into a joint venture contract for only a single listed in scope component listed herein as defined in the section "Parties to the contract" subsection "Entity that {{PARTY2}} is agreeing to develop". + +- A particular PARTY2 may invest into one or more or any number or combination, syndication etc of Redwood Springs Capital Partners funds as a Limited Partner. That is a distinct arrangement from this joint venture contract. No special rights are granted to Limited Partners of Redwood funds who have a joint venture contract arrangement. + +- A particular PARTY2 may enter into a development/support/consulting etc contract with one or both of EzEDA and EzPodStack. That is not considered a joint venture contract arrangement, but rather a standard development/support/consulting service contract with a free / libre / open software project. + +- A particular PARTY2 may enter into one or more contracts with Redwood Family Office for legal/insurance/investment and any other services offered by Redwood Family Office to TSYS Group stakeholders. That is not considered a joint venture contract arrangement, but rather a standard contract for services with a service provider. In fact, as an LP and as a joint venture contract party they may be required to be enrolled into multiple contracts with Redwood Family Office with different terms as part of both the joint venture terms and RWSCP fund terms. + +- A particular PARTY2 engaged in (any stage of) a joint venture contract arrangement with a TSYS Group Component, may approach, negotiate with and (as applicable) enter into a contract with any other one or more TSYS Group components to purchase their products or services without any legal concerns from this resulting contract. + +- The spirit of the restrictions of a particular PARTY2 to a single joint venture with TSYS Group is to prevent a monopoly of influence on TSYS Group by a single particular PARTY2. However, we understand that a number of investors will want exposure to the entire TSYS Group portfolio, either actively or passively or may through other active or passive holdings end up heavily investing into RWSCP/TSYS Group (perhaps through the RWSCP BDC inclusion into the large index funds etc). A joint venture agreement comes with substantial control/influence/responsibility as opposed to LP investments into RWSCP funds. diff --git a/content/charters.turnsys.com/pages/185.JointVenture.KNEL/default.md b/content/charters.turnsys.com/pages/185.JointVenture.KNEL/default.md new file mode 100644 index 0000000..3d73683 --- /dev/null +++ b/content/charters.turnsys.com/pages/185.JointVenture.KNEL/default.md @@ -0,0 +1,10 @@ +--- +title: 'Known Element Enterprises (KNEL)' +menu: 'Known Element Enterprises (KNEL)' +--- + +# Known Element Enterprises (KNEL) + +While not in scope of the joint venture proposal or resulting contract as an investble entity, KNEL is an intergral part of TSYS Group as the management company and was created at TSYS Group formation. As such, understanding it's role is crucial for {{PARTY2}}. + +- Please see the : [KNEL Plan](https://plan.knownelement.com) diff --git a/content/charters.turnsys.com/pages/186.JointVenture.MeetMorse/default.md b/content/charters.turnsys.com/pages/186.JointVenture.MeetMorse/default.md new file mode 100644 index 0000000..2d1ad45 --- /dev/null +++ b/content/charters.turnsys.com/pages/186.JointVenture.MeetMorse/default.md @@ -0,0 +1,16 @@ +--- +title: 'MeetMorse' +menu: 'MeetMorse' +--- + +# MeetMorse + +- Please see the : [MeetMorse Plan](https://plan.meetmorse.com) + +## Suborbital-Systems.net Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| ----------------------------------- | ----------------------- | +| Suborbital-Systems.net (series) LLC | 25% | +| {{PARTY1}} | 25% | +| {{PARTY2}} | 50% | diff --git a/content/charters.turnsys.com/pages/187.JointVenture.MerchantsOfHope/default.md b/content/charters.turnsys.com/pages/187.JointVenture.MerchantsOfHope/default.md new file mode 100644 index 0000000..764e241 --- /dev/null +++ b/content/charters.turnsys.com/pages/187.JointVenture.MerchantsOfHope/default.md @@ -0,0 +1,15 @@ +--- +title: 'MerchantsOfHope.org' +menu: 'MerchantsOfHope.org' +--- + +# MerchantsOfHope.org + +- Please see the : [MerchantsOfHope.org plan](https://plan.merchantsofhope.org) + +## MerchantsOfHope.org Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/pages/188.JointVenture.Party1-Details/default.md b/content/charters.turnsys.com/pages/188.JointVenture.Party1-Details/default.md new file mode 100644 index 0000000..3faef60 --- /dev/null +++ b/content/charters.turnsys.com/pages/188.JointVenture.Party1-Details/default.md @@ -0,0 +1,62 @@ +--- +title: '{{PARTY1}} contributions, responsibilites and context relating to the proposed Joint Venture' +menu: '{{PARTY1}} contributions, responsibilites and context relating to the proposed Joint Venture' +--- + + +# {{PARTY1}} contributions, responsibilites and context relating to the proposed Joint Venture + +- {{PARTY1}} currently and will continue todo so (via being a manager of Known Element Enterprises LLC) retains all operational control of hosting infrastructure (DNS/domain etc) (excluding compute/storage/network for customer data) +- At the direction of {{PARTY1}} in their capacity as a manager of Known Element Enterprises LLC (aka KNEL) KNEL will enter into a definitive agreement with {{PARTY2}} and {{INSCOPEENTITY}} within five calendar days of execution of this contract to provide core IT/business infrastructure services on the same footing as it provides them to other TSYS group components. + +See [KNEL contract template terms](https://contract.knownelement.com/) for details on the scope of services provided. + +This support does NOT include : + +- compute +- storage +- bandwidth +- connectivity + +for customer workloads or data. That will need to be provided at {{PARTY2}} full expense, ownership and responsibility. + +KNEL will work with {{PARTY2}} on an on-going basis in a prompt , professional manner to facilitate secure , necessary connections and data flow between KNEL back end systems (such as API and payment gateways and other standard services and/or services otherwise negotiated) and {{PARTY2}} customer workload systems. + +An exception to the provision of + +- compute +- storage +- bandwidth +- connectivity + +is hereby granted for : + +- sol-calc.com micro service (back end for any sol-calc.com frontend franchises) +- sol-calc.com (TSYS Group HQ sol-calc.com front end franchise) + +Any other franchises of: + +- RackRental +- STL +- sol-calc.com microservice + +must provide their own: + +- compute +- storage +- network +- (for RackRental and STL franchisees) rentable assets (and custom front-end website if desired) +- (for non TSYS sol-calc micro service franchisees) front-end website + +KNEL will provide franchisees use of the KNEL systems as a control/support plane (for rentals) + +- RackRental.net Operating Company LLC will complete the development of RackRental middleware / backend (micro services). The code will remain proprietary to RackRental.net Operating Company LLC. The runtime components resulting from the code will be exposed as consumable micro services for use by franchisees. + +- {{PARTY2}} , {{INSCOPEENTITY}} , {{PARTY1}} (in it's capacity as a manager of Known Element Enterprises LLC) will jointly complete the deployment, necessary custom development, configuration etc of signup, payment and other Known Element Enterprises micro services as needed within 30 days of this contract execution. + +- {{PARTY1}} is providing extensive support and value via + + - KNEL Micro services + - Brands + - Startup Starter Package + - Advisory office hours to the group components as needed diff --git a/content/charters.turnsys.com/pages/189.JointVenture.Party2-Details/default.md b/content/charters.turnsys.com/pages/189.JointVenture.Party2-Details/default.md new file mode 100644 index 0000000..c000232 --- /dev/null +++ b/content/charters.turnsys.com/pages/189.JointVenture.Party2-Details/default.md @@ -0,0 +1,48 @@ +--- +title: '{{PARTY2}} contributions, responsibilites and context relating to the proposed Joint Venture' +menu: '{{PARTY2}} contributions, responsibilites and context relating to the proposed Joint Venture' +--- + +# {{PARTY2}} contributions, responsibilites and context relating to the proposed Joint Venture + +- {{PARTY2}} will retain all financial control (bank accounts/third party payment processors) of the business (unless otherwise negotiated). + +- {{PARTY2}} will negotiate and execute a contract for with Known Element Enterprises LLC for providing IT/business services to {{INSCOPEENTITY}} within 5 calendar days of executing this contract with {{PARTY1}}. + +- {{PARTY2}} will have a very high degree of control (subject to negotiation as applicable with {{PARTY1}}) (especially in the instances of Suborbital/HFNOC/HFNFC) over the: + +- Business Plan +- Funding / Fundraising +- Website +- Application design/development +- Customers +- Partners +- Vendors (as long as they don’t provide a service provided by KNEL) (or a negotiated exception is granted) +- Employees +- Contractors +- Licensing of code +- Terms of service +- Pricing +- Executive team +- Franchie terms (for STL/RackRental/sol-calc.com) (excluding TSYS Group HQ franchises) +- Series LLC members +- Series LLC operating agreement (other than non override parts from the Turnkey Network Systems LLC operating agreement) +- TSYS Group board committee for the series +- etc + +for all TSYS Group components + +(with some exceptions noted below) + +- StartingLineProductions.com/RackRental.net/sol-calc.com microservice and (TSYS Group HQ franchise): ({{PARTY1}}/RackRental.net series LLC will ensure close consultation / collaboration / code availability to {{PARTY2}} on any design/development done on the STL/RackRental.net/sol-calc.com website/microservices) so as to not negatively impact the value of the business or relationship with franchises. +- Redwood Springs Capital Partners Funds related to Suborbital/HFNOC/HFNFC +- Suborbital Systems +- HFNOC +- HFNFC + +- {{PARTY2}} wants to be a leader, be in the driver seat, put their brand/stamp on everything. + +- {{PARTY2}} has a deep network of relevant personnel/talent , a deep contact network etc to increase the likelihood of success. + +- {{PARTY2}} understands that {{PARTY1}} has no real interest in TSYS Group components outside of Suborbital/HFNOC/HFNFC but would like to retain a minority silent stake in all components in exchange for the contributions outlined in the section titled "{{PARTY1}} contributions, responsibilities and context related to the proposed Joint Venture. + diff --git a/content/charters.turnsys.com/pages/19.Handbook.CIO.Policies.BusinessContinuityPlan/default.md b/content/charters.turnsys.com/pages/19.Handbook.CIO.Policies.BusinessContinuityPlan/default.md new file mode 100644 index 0000000..020aaf7 --- /dev/null +++ b/content/charters.turnsys.com/pages/19.Handbook.CIO.Policies.BusinessContinuityPlan/default.md @@ -0,0 +1,6 @@ +--- +title: 'Policies - Business Continuity Plan' +menu: 'Policies - Business Continuity Plan' +--- + +# Policies - Business Continuity Plan diff --git a/content/charters.turnsys.com/pages/190.JointVenture.RWGFO/default.md b/content/charters.turnsys.com/pages/190.JointVenture.RWGFO/default.md new file mode 100644 index 0000000..11a1cb3 --- /dev/null +++ b/content/charters.turnsys.com/pages/190.JointVenture.RWGFO/default.md @@ -0,0 +1,8 @@ +--- +title: 'Free Libre Open Company/Concept - Redwood Group Family Office' +menu: 'Free Libre Open Company/Concept - Redwood Group Family Office' +--- + +# Free Libre Open Company/Concept - Redwood Group Family Office + +- Please see the [Redwood Family Office Plan](https://plan.redwfo.com) diff --git a/content/charters.turnsys.com/pages/191.JointVenture.RWSCP/default.md b/content/charters.turnsys.com/pages/191.JointVenture.RWSCP/default.md new file mode 100644 index 0000000..cc2a0a7 --- /dev/null +++ b/content/charters.turnsys.com/pages/191.JointVenture.RWSCP/default.md @@ -0,0 +1,8 @@ +--- +title: 'Redwood Springs Capital Partners (RWSCP)' +menu: 'Redwood Springs Capital Partners (RWSCP)' +--- + +# Redwood Springs Capital Partners (RWSCP) + +- Please see [RWSCP Plan](https://plan.rwscp.net) diff --git a/content/charters.turnsys.com/pages/192.JointVenture.RackRental/default.md b/content/charters.turnsys.com/pages/192.JointVenture.RackRental/default.md new file mode 100644 index 0000000..a10fcc0 --- /dev/null +++ b/content/charters.turnsys.com/pages/192.JointVenture.RackRental/default.md @@ -0,0 +1,40 @@ +--- +title: 'RackRental.net Operating Company LLC' +menu: 'RackRental.net Operating Company LLC' +--- + +# RackRental.net Operating Company LLC + +A bit of explanation is required for this one. + +For clarity this is NOT for the RackRental.net (series) LLC (aka TSYS HQ RackRental Franchise). + +This is for the RackRental.net Operating Company LLC, which is the franchisor of RackRental/Starting Line Productions: + + - the brand + - control plane + - supporting microservices + +to those who wish to rent out their own lab equipment/space/time. + +- Please see the : [RackRental Plan](https://plan.rackrental.net). + +This is the business/product/operations plan/operating agreement/franchise agreement for development of the RackRental/STL franchisor business and also includes a franchisee business plan (the one used by RackRental.net (series) LLC/Starting Line Productions (series) LLC.). + +It's much different that the other plans, as this is entirely a sales driven "virtual" business with (close to if not entirely) zero product development work needed on the part of {{PARTY2}}. + +## RackRental.net Operating Company LLC Initially Proposed Distributions + +| Contract Party | Distribtuion Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | + +A bit of context on these numbers: + +FranchiseeCo123 generates $100.00 in revenue: + +- $60.00 goes to FranchiseeCo123 (as the franchisee) (as they get 60% of revenue) +- $40.00 goes to RackRental.net Operating Company LLC (as the franchisor) (as they get 40% of revenue) +- $4.00 (of the $40.00) goes to {{PARTY1}} +- $36.00 (of the $40.00) goes to {{PARTY2}} diff --git a/content/charters.turnsys.com/pages/193.JointVenture.Sol-Calc/default.md b/content/charters.turnsys.com/pages/193.JointVenture.Sol-Calc/default.md new file mode 100644 index 0000000..903f110 --- /dev/null +++ b/content/charters.turnsys.com/pages/193.JointVenture.Sol-Calc/default.md @@ -0,0 +1,15 @@ +--- +title: 'Sol-Calc.com' +menu: 'Sol-Calc.com' +--- + +# Sol-Calc.com + + Please see the : [Sol-Calc Plan](https://plan.sol-calc.com) + +## Sol-Calc.com Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +|----------------|-------------------------| +| {{PARTY1}} | 1% | +| {{PARTY2}} | 99% | diff --git a/content/charters.turnsys.com/pages/194.JointVenture.SuborbitalSystems/default.md b/content/charters.turnsys.com/pages/194.JointVenture.SuborbitalSystems/default.md new file mode 100644 index 0000000..f76bf91 --- /dev/null +++ b/content/charters.turnsys.com/pages/194.JointVenture.SuborbitalSystems/default.md @@ -0,0 +1,16 @@ +--- +title: 'Suborbital Systems' +menu: 'Suborbital Systems' +--- + +# Suborbital Systems + +- Please see the : [Suborbital Systems Plan](https://plan.suborbital-systems.com) + +## Suborbital-Systems.net Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| ----------------------------------- | ----------------------- | +| Suborbital-Systems.net (series) LLC | 25% | +| {{PARTY1}} | 25% | +| {{PARTY2}} | 50% | diff --git a/content/charters.turnsys.com/pages/195.JointVenture.TSYSGroup/default.md b/content/charters.turnsys.com/pages/195.JointVenture.TSYSGroup/default.md new file mode 100644 index 0000000..ecba6b3 --- /dev/null +++ b/content/charters.turnsys.com/pages/195.JointVenture.TSYSGroup/default.md @@ -0,0 +1,10 @@ +--- +title: 'TSYS Group' +menu: 'TSYS Group' +--- + +# TSYS Group + +While the TSYS Group as a whole is not in scope of this proposal, it is the overall "container" that all the pieces make up. + +- Please see the [TSYS Group Plan](https://plan.turnsys.com) diff --git a/content/charters.turnsys.com/pages/196.JointVenture.TeamRental/default.md b/content/charters.turnsys.com/pages/196.JointVenture.TeamRental/default.md new file mode 100644 index 0000000..468b7b7 --- /dev/null +++ b/content/charters.turnsys.com/pages/196.JointVenture.TeamRental/default.md @@ -0,0 +1,15 @@ +--- +title: 'TeamRental.net' +menu: 'TeamRental.net' +--- + +# TeamRental.net + +- Please see the : [TeamRental.net Plan](https://plan.teamrental.net) + +## TeamRental.net Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/pages/197.JointVenture.TheCampusTradingCompany/default.md b/content/charters.turnsys.com/pages/197.JointVenture.TheCampusTradingCompany/default.md new file mode 100644 index 0000000..18dc979 --- /dev/null +++ b/content/charters.turnsys.com/pages/197.JointVenture.TheCampusTradingCompany/default.md @@ -0,0 +1,8 @@ +--- +title: 'The Campus Trading Company' +menu: 'The Campus Trading Company' +--- + +# The Campus Trading Company + +- Please see the [The Campus Trading Company Plan](https://plan.thecampustrade.com) diff --git a/content/charters.turnsys.com/pages/198.JointVenture.ThePeerNet/default.md b/content/charters.turnsys.com/pages/198.JointVenture.ThePeerNet/default.md new file mode 100644 index 0000000..860ef6c --- /dev/null +++ b/content/charters.turnsys.com/pages/198.JointVenture.ThePeerNet/default.md @@ -0,0 +1,15 @@ +--- +title: 'ThePeerNet.com' +menu: 'ThePeerNet.com' +--- + +# ThePeerNet.com + +- Please see the : [ThePeerNet.com Plan](https://plan.thepeernet.com) + +## ThePeerNet.com Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/pages/199.JointVenture.YourDreamNameHere/default.md b/content/charters.turnsys.com/pages/199.JointVenture.YourDreamNameHere/default.md new file mode 100644 index 0000000..aedf67e --- /dev/null +++ b/content/charters.turnsys.com/pages/199.JointVenture.YourDreamNameHere/default.md @@ -0,0 +1,15 @@ +--- +title: 'YourDreamNameHere.com' +menu: 'YourDreamNameHere.com' +--- + +# YourDreamNameHere.com + +- Please see the : [YourDreamNameHere.com Plan](https://plan.yourdreamnamehere.com) + +## YourDreamNameHere.com Initially Proposed Distributions + +| Contract Party | Distribution Percentage | +| -------------- | ----------------------- | +| {{PARTY1}} | 10% | +| {{PARTY2}} | 90% | diff --git a/content/charters.turnsys.com/pages/20.Handbook.CIO.Processes.2fa/default.md b/content/charters.turnsys.com/pages/20.Handbook.CIO.Processes.2fa/default.md new file mode 100644 index 0000000..f0d79b6 --- /dev/null +++ b/content/charters.turnsys.com/pages/20.Handbook.CIO.Processes.2fa/default.md @@ -0,0 +1,6 @@ +--- +title: 'Processes - Two Factor Authentication ' +menu: 'Processes - Two Factor Authentication ' +--- + +# Processes - Two Factor Authentication  diff --git a/content/charters.turnsys.com/pages/21.Handbook.CIO.Processes.MoveToProduction/default.md b/content/charters.turnsys.com/pages/21.Handbook.CIO.Processes.MoveToProduction/default.md new file mode 100644 index 0000000..8a79004 --- /dev/null +++ b/content/charters.turnsys.com/pages/21.Handbook.CIO.Processes.MoveToProduction/default.md @@ -0,0 +1,6 @@ +--- +title: 'Processes - Move To Production' +menu: 'Processes - Move To Production' +--- + +# Processes - Move To Production diff --git a/content/charters.turnsys.com/pages/22.Handbook.CIO.Processes.NewTeamMemberOnboarding/default.md b/content/charters.turnsys.com/pages/22.Handbook.CIO.Processes.NewTeamMemberOnboarding/default.md new file mode 100644 index 0000000..93759de --- /dev/null +++ b/content/charters.turnsys.com/pages/22.Handbook.CIO.Processes.NewTeamMemberOnboarding/default.md @@ -0,0 +1,6 @@ +--- +title: 'Processes - New Team Member Onboarding' +menu: 'Processes - New Team Member Onboarding' +--- + +# Processes - New Team Member Onboarding diff --git a/content/charters.turnsys.com/pages/23.Handbook.CIO.Processes.PFVRunbook/default.md b/content/charters.turnsys.com/pages/23.Handbook.CIO.Processes.PFVRunbook/default.md new file mode 100644 index 0000000..6b6d665 --- /dev/null +++ b/content/charters.turnsys.com/pages/23.Handbook.CIO.Processes.PFVRunbook/default.md @@ -0,0 +1,6 @@ +--- +title: 'Processes - PFV Datacenter Runbook' +menu: 'Processes - PFV Datacenter Runbook' +--- + +# Processes - PFV Datacenter Runbook diff --git a/content/charters.turnsys.com/pages/24.Handbook.CIO.Processes.VpnUser/default.md b/content/charters.turnsys.com/pages/24.Handbook.CIO.Processes.VpnUser/default.md new file mode 100644 index 0000000..8a7ab1c --- /dev/null +++ b/content/charters.turnsys.com/pages/24.Handbook.CIO.Processes.VpnUser/default.md @@ -0,0 +1,6 @@ +--- +title: 'Processes - VPN User Management' +menu: 'Processes - VPN User Management' +--- + +# Processes - VPN User Management diff --git a/content/charters.turnsys.com/pages/25.Handbook.CIO.Processes.VulnerabilityManagmentNotes/default.md b/content/charters.turnsys.com/pages/25.Handbook.CIO.Processes.VulnerabilityManagmentNotes/default.md new file mode 100644 index 0000000..7e1709b --- /dev/null +++ b/content/charters.turnsys.com/pages/25.Handbook.CIO.Processes.VulnerabilityManagmentNotes/default.md @@ -0,0 +1,6 @@ +--- +title: 'Processes - Vulnerability Management' +menu: 'Processes - Vulnerability Management' +--- + +# Processes - Vulnerability Management diff --git a/content/charters.turnsys.com/pages/26.Handbook.CIO.Systems.Admin-Application.AppsAndServices/default.md b/content/charters.turnsys.com/pages/26.Handbook.CIO.Systems.Admin-Application.AppsAndServices/default.md new file mode 100644 index 0000000..6c5761f --- /dev/null +++ b/content/charters.turnsys.com/pages/26.Handbook.CIO.Systems.Admin-Application.AppsAndServices/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Applications And Web Services' +menu: 'Systems - Applications And Web Services' +--- + +# Systems - Applications And Web Services diff --git a/content/charters.turnsys.com/pages/27.Handbook.CIO.Systems.Admin-Application.RuntimeLayer/default.md b/content/charters.turnsys.com/pages/27.Handbook.CIO.Systems.Admin-Application.RuntimeLayer/default.md new file mode 100644 index 0000000..44a1c61 --- /dev/null +++ b/content/charters.turnsys.com/pages/27.Handbook.CIO.Systems.Admin-Application.RuntimeLayer/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Runtime Environment for Hosted Services' +menu: 'Systems - Runtime Environment for Hosted Services' +--- + +# Systems - Runtime Environment for Hosted Services diff --git a/content/charters.turnsys.com/pages/28.Handbook.CIO.Systems.Admin-Application.WebServerSetupNotes/default.md b/content/charters.turnsys.com/pages/28.Handbook.CIO.Systems.Admin-Application.WebServerSetupNotes/default.md new file mode 100644 index 0000000..93c83f9 --- /dev/null +++ b/content/charters.turnsys.com/pages/28.Handbook.CIO.Systems.Admin-Application.WebServerSetupNotes/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Web Server Configuration' +menu: 'Systems - Web Server Configuration' +--- + +# Systems - Web Server Configuration diff --git a/content/charters.turnsys.com/pages/29.Handbook.CIO.Systems.Admin-DataCenter.cooling.PFVCooling2021/default.md b/content/charters.turnsys.com/pages/29.Handbook.CIO.Systems.Admin-DataCenter.cooling.PFVCooling2021/default.md new file mode 100644 index 0000000..d8c282e --- /dev/null +++ b/content/charters.turnsys.com/pages/29.Handbook.CIO.Systems.Admin-DataCenter.cooling.PFVCooling2021/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Cooling' +menu: 'Systems - Cooling' +--- + +# Systems - Cooling diff --git a/content/charters.turnsys.com/pages/30.Handbook.CIO.Systems.Admin-DataCenter.networking.PFV-LAN/default.md b/content/charters.turnsys.com/pages/30.Handbook.CIO.Systems.Admin-DataCenter.networking.PFV-LAN/default.md new file mode 100644 index 0000000..4fdfb3e --- /dev/null +++ b/content/charters.turnsys.com/pages/30.Handbook.CIO.Systems.Admin-DataCenter.networking.PFV-LAN/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - TSYS HQ LAN' +menu: 'Systems - TSYS HQ LAN' +--- + +# Systems - TSYS HQ LAN diff --git a/content/charters.turnsys.com/pages/31.Handbook.CIO.Systems.Admin-DataCenter.networking.PFV-WAN/default.md b/content/charters.turnsys.com/pages/31.Handbook.CIO.Systems.Admin-DataCenter.networking.PFV-WAN/default.md new file mode 100644 index 0000000..c4d6be1 --- /dev/null +++ b/content/charters.turnsys.com/pages/31.Handbook.CIO.Systems.Admin-DataCenter.networking.PFV-WAN/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - TSYS HQ WAN' +menu: 'Systems - TSYS HQ WAN' +--- + +# Systems - TSYS HQ WAN diff --git a/content/charters.turnsys.com/pages/32.Handbook.CIO.Systems.Admin-DataCenter.power.PFVPower2021Prod/default.md b/content/charters.turnsys.com/pages/32.Handbook.CIO.Systems.Admin-DataCenter.power.PFVPower2021Prod/default.md new file mode 100644 index 0000000..101cd91 --- /dev/null +++ b/content/charters.turnsys.com/pages/32.Handbook.CIO.Systems.Admin-DataCenter.power.PFVPower2021Prod/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Power' +menu: 'Systems - Power' +--- + +# Systems - Power diff --git a/content/charters.turnsys.com/pages/33.Handbook.CIO.Systems.Admin-DataCenter.security.PhysicalSecurity/default.md b/content/charters.turnsys.com/pages/33.Handbook.CIO.Systems.Admin-DataCenter.security.PhysicalSecurity/default.md new file mode 100644 index 0000000..75a457f --- /dev/null +++ b/content/charters.turnsys.com/pages/33.Handbook.CIO.Systems.Admin-DataCenter.security.PhysicalSecurity/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Physical Security' +menu: 'Systems - Physical Security' +--- + +# Systems - Physical Security diff --git a/content/charters.turnsys.com/pages/34.Handbook.CIO.Systems.Admin-DataCenter.storage.PFVStorage2021/default.md b/content/charters.turnsys.com/pages/34.Handbook.CIO.Systems.Admin-DataCenter.storage.PFVStorage2021/default.md new file mode 100644 index 0000000..6eb754f --- /dev/null +++ b/content/charters.turnsys.com/pages/34.Handbook.CIO.Systems.Admin-DataCenter.storage.PFVStorage2021/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Storage' +menu: 'Systems - Storage' +--- + +# Systems - Storage diff --git a/content/charters.turnsys.com/pages/35.Handbook.CIO.Systems.Admin-Platform.TSYS-Systems/default.md b/content/charters.turnsys.com/pages/35.Handbook.CIO.Systems.Admin-Platform.TSYS-Systems/default.md new file mode 100644 index 0000000..844f463 --- /dev/null +++ b/content/charters.turnsys.com/pages/35.Handbook.CIO.Systems.Admin-Platform.TSYS-Systems/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Virtual Guests Inventory' +menu: 'Systems - Virtual Guests Inventory' +--- + +# Systems - Virtual Guests Inventory diff --git a/content/charters.turnsys.com/pages/36.Handbook.CIO.Systems.Admin-RandD.EngWorkstationBuildGuide/default.md b/content/charters.turnsys.com/pages/36.Handbook.CIO.Systems.Admin-RandD.EngWorkstationBuildGuide/default.md new file mode 100644 index 0000000..38c6b22 --- /dev/null +++ b/content/charters.turnsys.com/pages/36.Handbook.CIO.Systems.Admin-RandD.EngWorkstationBuildGuide/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Workstation Build Guide' +menu: 'Systems - Workstation Build Guide' +--- + +# Systems - Workstation Build Guide diff --git a/content/charters.turnsys.com/pages/37.Handbook.CIO.Systems.Admin-RandD.VsCodeConfigGuide/default.md b/content/charters.turnsys.com/pages/37.Handbook.CIO.Systems.Admin-RandD.VsCodeConfigGuide/default.md new file mode 100644 index 0000000..4796d6f --- /dev/null +++ b/content/charters.turnsys.com/pages/37.Handbook.CIO.Systems.Admin-RandD.VsCodeConfigGuide/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - VsCode Configuration Guide' +menu: 'Systems - VsCode Configuration Guide' +--- + +# Systems - VsCode Configuration Guide diff --git a/content/charters.turnsys.com/pages/38.Handbook.CIO.Systems.TSYS-Systems/default.md b/content/charters.turnsys.com/pages/38.Handbook.CIO.Systems.TSYS-Systems/default.md new file mode 100644 index 0000000..2a73d94 --- /dev/null +++ b/content/charters.turnsys.com/pages/38.Handbook.CIO.Systems.TSYS-Systems/default.md @@ -0,0 +1,6 @@ +--- +title: 'Systems - Overview' +menu: 'Systems - Overview' +--- + +# Systems - Overview diff --git a/content/charters.turnsys.com/pages/39.Handbook.CTO.team-hweng.HwEngSupplyChain/default.md b/content/charters.turnsys.com/pages/39.Handbook.CTO.team-hweng.HwEngSupplyChain/default.md new file mode 100644 index 0000000..89fce3e --- /dev/null +++ b/content/charters.turnsys.com/pages/39.Handbook.CTO.team-hweng.HwEngSupplyChain/default.md @@ -0,0 +1,6 @@ +--- +title: 'TeamHwEng - Supply Chain' +menu: 'TeamHwEng - Supply Chain' +--- + +# TeamHwEng - Supply Chain diff --git a/content/charters.turnsys.com/pages/40.Handbook.CTO.team-hweng.HwEngTooling/default.md b/content/charters.turnsys.com/pages/40.Handbook.CTO.team-hweng.HwEngTooling/default.md new file mode 100644 index 0000000..e7e6f84 --- /dev/null +++ b/content/charters.turnsys.com/pages/40.Handbook.CTO.team-hweng.HwEngTooling/default.md @@ -0,0 +1,6 @@ +--- +title: 'TeamHwEng - Tooling' +menu: 'TeamHwEng - Tooling' +--- + +# TeamHwEng - Tooling diff --git a/content/charters.turnsys.com/pages/41.Handbook.CTO.team-hweng.labComponentInventory/default.md b/content/charters.turnsys.com/pages/41.Handbook.CTO.team-hweng.labComponentInventory/default.md new file mode 100644 index 0000000..0d25bdf --- /dev/null +++ b/content/charters.turnsys.com/pages/41.Handbook.CTO.team-hweng.labComponentInventory/default.md @@ -0,0 +1,6 @@ +--- +title: 'TeamHwEng - Component Inventory' +menu: 'TeamHwEng - Component Inventory' +--- + +# TeamHwEng - Component Inventory diff --git a/content/charters.turnsys.com/pages/42.Handbook.CTO.team-mecheng.MechEngSupplyChain/default.md b/content/charters.turnsys.com/pages/42.Handbook.CTO.team-mecheng.MechEngSupplyChain/default.md new file mode 100644 index 0000000..2002825 --- /dev/null +++ b/content/charters.turnsys.com/pages/42.Handbook.CTO.team-mecheng.MechEngSupplyChain/default.md @@ -0,0 +1,6 @@ +--- +title: 'TeamMecheng - Supply Chain' +menu: 'TeamMecheng - Supply Chain' +--- + +# TeamMecheng - Supply Chain diff --git a/content/charters.turnsys.com/pages/43.Handbook.CTO.team-mecheng.MechEngTooling/default.md b/content/charters.turnsys.com/pages/43.Handbook.CTO.team-mecheng.MechEngTooling/default.md new file mode 100644 index 0000000..4916cfc --- /dev/null +++ b/content/charters.turnsys.com/pages/43.Handbook.CTO.team-mecheng.MechEngTooling/default.md @@ -0,0 +1,6 @@ +--- +title: 'TeamMecheng - Tooling' +menu: 'TeamMecheng - Tooling' +--- + +# TeamMecheng - Tooling diff --git a/content/charters.turnsys.com/pages/44.Handbook.CTO.team-sweng.SwEngSupplyChain/default.md b/content/charters.turnsys.com/pages/44.Handbook.CTO.team-sweng.SwEngSupplyChain/default.md new file mode 100644 index 0000000..e221c16 --- /dev/null +++ b/content/charters.turnsys.com/pages/44.Handbook.CTO.team-sweng.SwEngSupplyChain/default.md @@ -0,0 +1,6 @@ +--- +title: 'TeamSwEng - Supply Chain' +menu: 'TeamSwEng - Supply Chain' +--- + +# TeamSwEng - Supply Chain diff --git a/content/charters.turnsys.com/pages/45.Handbook.CTO.team-sweng.SwEngTooling/default.md b/content/charters.turnsys.com/pages/45.Handbook.CTO.team-sweng.SwEngTooling/default.md new file mode 100644 index 0000000..ffc9d8c --- /dev/null +++ b/content/charters.turnsys.com/pages/45.Handbook.CTO.team-sweng.SwEngTooling/default.md @@ -0,0 +1,6 @@ +--- +title: 'TeamSwEng - Tooling' +menu: 'TeamSwEng - Tooling' +--- + +# TeamSwEng - Tooling diff --git a/content/charters.turnsys.com/pages/46.Handbook.culture.Audit-Committee-Charter/default.md b/content/charters.turnsys.com/pages/46.Handbook.culture.Audit-Committee-Charter/default.md new file mode 100644 index 0000000..a5240aa --- /dev/null +++ b/content/charters.turnsys.com/pages/46.Handbook.culture.Audit-Committee-Charter/default.md @@ -0,0 +1,6 @@ +--- +title: 'Audit Committee' +menu: 'Audit Committee' +--- + +# Audit Committee diff --git a/content/charters.turnsys.com/pages/47.Handbook.culture.HowToUseThisBook/default.md b/content/charters.turnsys.com/pages/47.Handbook.culture.HowToUseThisBook/default.md new file mode 100644 index 0000000..caeea1c --- /dev/null +++ b/content/charters.turnsys.com/pages/47.Handbook.culture.HowToUseThisBook/default.md @@ -0,0 +1,18 @@ +--- +title: 'How to Use This Book' +menu: 'How to Use This Book' +--- + +## How to Use This Book + +This book isn’t about fringe benefits or how to set up your workstation or where to find source code. TSYS Group works in ways that might seem counterintuitive at first. This hand- +book is about the choices you’re going to be making and how to think about them. Mainly, it’s about how not to freak out now that you’re here. + +For more nuts-and-bolts information, there’s an official TSYS Group Doc Repo : TODO link to repo + +This book is in the repo, so you can edit it. + +Once you’ve read it, help us make it better for other new members. Suggest new sections, or change the existing ones. Add to the Glossary. Or if you’re not +all that comfortable editing it, annotate it: make comments and suggestions in ReviewBoard (TODO link to reviewboad). + +We’ll collectively review the changes and fold them into future revisions. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/48.Handbook.culture.Org/default.md b/content/charters.turnsys.com/pages/48.Handbook.culture.Org/default.md new file mode 100644 index 0000000..d5b6cae --- /dev/null +++ b/content/charters.turnsys.com/pages/48.Handbook.culture.Org/default.md @@ -0,0 +1,74 @@ +--- +title: 'Teams, Hours, and the Office' +menu: 'Teams, Hours, and the Office' +--- + +# Teams, Hours, and the Office + + + +- [Teams, Hours, and the Office](#teams-hours-and-the-office) + - [Cabals](#cabals) + - [Team leads](#team-leads) + - [Structure happens](#structure-happens) + - [Hours](#hours) + - [HeadQuarters / "Office"](#headquarters--office) + + + + +## Cabals + +Cabals are really just multidisciplinary project/product teams. + +We’ve self- organized into these largely temporary groups since the early days of TSYS Group. + +They exist to get a product or large feature shipped. Like any other group or effort at the organization, they form organically. + +Members decide to join the group based on their own belief that the group’s work is important enough for them to work on. + +## Team leads + +Often, someone (ideally two or three someones) will emerge as the “lead” for a project. This member’s role is not a traditional managerial one. +Most often, they’re primarily a clearinghouse of information. They’re keeping the whole project in their head at once so that other membes can use them as a +resource to check decisions against. The leads serve the team, while acting as centers for the teams. + +The lead is responsible for keeping the documentation up to date. Failure to update documentation on a constant basis is a violation of the operating agreement +and grounds for immediate termination with prejudice and without review/appeal. No one may become a holder of power by hording knowledge. + +## Structure happens + +Project teams often have an internal structure that forms temporarily to suit the group’s needs. Although members at TSYS Group don’t have fixed job descriptions or limitations on +the scope of their responsibility, they can and often do have clarity around the definition of their mission on any given day. + +They, along with their peers, effectively create a mission objective description that fits the group’s goals. That description changes as requirements change, but the temporary +structure provides a shared understanding of what to expect from each other while the objective is being achievied. + +If someone moves to a different group or a team shifts its priorities, each person can take on a completely different role according to the new requirements. + +TSYS Group is not averse to all organizational structure—it crops up in many forms all the time, temporarily. But problems show up when hierarchy or codified divisions of +labor either haven’t been created by the group’s members or when those structures persist for long periods of time. + +We believe those structures inevitably begin to serve their own needs rather than those of TSYS Group’s customers. The hierarchy will begin to reinforce its own structure by hiring +people who fit its shape, adding people to fill subordinate support roles. Its members are also incentivize to engage in rent-seeking behaviors that take advantage of the power +structure rather than focusing on simply delivering value to customers. + +## Hours + +While members occasionally choose to push themselves to work some extra hours at times when something big is going out the door, for the most part working overtime for +extended periods indicates a fundamental failure in planning or communication. If this happens at TSYS Group, it’s a sign that something needs to be reevaluated and corrected. + +If you’re looking around wondering why members aren’t in “crunch mode,” the answer’s pretty simple. The thing we work hardest at is onboarding good members, so we want them to +stick around and have a good balance between work and family and the rest of the important stuff in life. + +If you find yourself working long hours, or just generally feel like that balance is out of whack, be sure to raise the issue with whomever you feel would help. + +## HeadQuarters / "Office" + +TSYS Group is head quartered out of the founders residence in the central texas region. It hosts it's data in that residence and receives all company mail. + +It maintains a small shop for the hardware manufacturing aspects of the business. + +All meetings are held via Discord (or other VTC platforms if external stakeholders wish to utilize them). Even when members are co-working, they use Gitea issues -> Discourse -> Discord (in descending order of preference and situation dependent) to communicate. + +TSYS Group is truly distributed, strives to onboard members all over the world as a matter of course. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/49.Handbook.culture.PeersAndPerf/default.md b/content/charters.turnsys.com/pages/49.Handbook.culture.PeersAndPerf/default.md new file mode 100644 index 0000000..43d1502 --- /dev/null +++ b/content/charters.turnsys.com/pages/49.Handbook.culture.PeersAndPerf/default.md @@ -0,0 +1,6 @@ +--- +title: 'Your Peers and Your Performance' +menu: 'Your Peers and Your Performance' +--- + +# Your Peers and Your Performance diff --git a/content/charters.turnsys.com/pages/50.Handbook.culture.Preface/default.md b/content/charters.turnsys.com/pages/50.Handbook.culture.Preface/default.md new file mode 100644 index 0000000..cbaed0f --- /dev/null +++ b/content/charters.turnsys.com/pages/50.Handbook.culture.Preface/default.md @@ -0,0 +1,19 @@ +--- +title: 'Preface' +menu: 'Preface' +--- + +## Preface + +In 2011 we set out to bring internet to all for $5.00 per user, per month. We knew back then to do that that we had to first create a whole new kind of +organization place that was designed to foster that goal. Where true north was constantly present and permeated all we do. We also knew we couldn't have +middle management and that ownership/control/leadership had to be fully distributed throughout the organization. "Headquarters" such as it is, exists only +to serve the members in their mission execution. + +We want an organization where incredibly talented individuals are empowered to put their best work into the hands of billions of people, with very little in their way. + +This book is an abbreviated encapsulation of our guiding principles. As TSYS Group grows, we hope that these principles will serve each new member joining our ranks. + +If you are new to TSYS Group, welcome. Although the goals in this book are important, it’s really member ideas, talent, and energy that will keep TSYS Group shining in the years ahead. + +Thanks for being here. Let’s make great things. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/51.Handbook.culture.Risks/default.md b/content/charters.turnsys.com/pages/51.Handbook.culture.Risks/default.md new file mode 100644 index 0000000..0c50eff --- /dev/null +++ b/content/charters.turnsys.com/pages/51.Handbook.culture.Risks/default.md @@ -0,0 +1,52 @@ +--- +title: 'Risks' +menu: 'Risks' +--- + +# Risks + + + +- [Risks](#risks) + - [What if I screw up?](#what-if-i-screw-up) + - [But what if we ALL screw up?](#but-what-if-we-all-screw-up) + + + +## What if I screw up? + +Nobody has ever been removed at TSYS Group for making a mistake. It wouldn’t make sense for us to operate that way. Providing the freedom to fail is an important trait of the +organization, we couldn’t expect so much of individuals if we also penalized members for errors. + +Even expensive mistakes, or ones which result in a very public failure, are genuinely looked at as opportunities to learn. + +We can always repair the mistake or make up for it. + +Screwing up is a great way to find out that your assumptions were wrong or that your model of the world was a little bit off. + +As long as you update your model and move forward with a better picture, you’re doing it right. Look for ways to test your beliefs. Never be afraid to run an experiment or to collect +more data. + +It helps to make predictions and anticipate nasty outcomes. Ask yourself : + +* “what result would I expect to see if I’m right?” +* “what result would I expect to see if I’m wrong?” + +Then ask yourself: + +* “what do I see?” + +If something totally unexpected happens, try to figure out why. There are still some bad ways to fail. Repeating the same mistake over and over is one. Not listening to customers or +peers before or after a failure is another. Never ignore the evidence; particularly when it says you’re wrong. + +## But what if we ALL screw up? + +So if every member is autonomously making his or her own decisions, how is that not chaos? How does TSYS Group make sure that the company is heading in the right direction? + +When everyone is sharing the steering wheel, it seems natural to fear that one of us is going to veer TSYS Group’s car off the road. Over time, we have learned that our collective +ability to meet challenges, take advantage of opportunity, and respond to threats is far greater when the responsibility for doing so is distributed as widely as possible. + +Namely, to every member at the organization. We are all stewards of our long-term relationship with our customers. They watch us, sometimes very publicly, make mistakes. + +Sometimes they get angry with us. But because we always have their best interests at heart, there’s faith that we’re going to make things better, and that if we’ve screwed up today, +it wasn’t because we were trying to take advantage of anyone. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/52.Handbook.culture.SettlingIn/default.md b/content/charters.turnsys.com/pages/52.Handbook.culture.SettlingIn/default.md new file mode 100644 index 0000000..52774f9 --- /dev/null +++ b/content/charters.turnsys.com/pages/52.Handbook.culture.SettlingIn/default.md @@ -0,0 +1,6 @@ +--- +title: 'Part 2: Settling In' +menu: 'Part 2: Settling In' +--- + +# Part 2: Settling In diff --git a/content/charters.turnsys.com/pages/53.Handbook.culture.TheoryOfRecruitmentAndOnboarding/default.md b/content/charters.turnsys.com/pages/53.Handbook.culture.TheoryOfRecruitmentAndOnboarding/default.md new file mode 100644 index 0000000..6f416fd --- /dev/null +++ b/content/charters.turnsys.com/pages/53.Handbook.culture.TheoryOfRecruitmentAndOnboarding/default.md @@ -0,0 +1,168 @@ +--- +title: 'Growth and Change' +menu: 'Growth and Change' +--- + + + + +- [Growth and Change](#growth-and-change) + - [TSYS Group Is Always Growing And Changing](#tsys-group-is-always-growing-and-changing) + - [Does it scale?](#does-it-scale) + - [Theory Of Growth](#theory-of-growth) + - [Your Most Important Role - Recruiting](#your-most-important-role---recruiting) + - [We value “T-shaped” people](#we-value-t-shaped-people) + - [Recruiting and Vetting Process](#recruiting-and-vetting-process) + - [Theory of Onboarding](#theory-of-onboarding) + - [How do we choose the right people to onboard?](#how-do-we-choose-the-right-people-to-onboard) + - [Why is onboarding well so important at TSYS Group?](#why-is-onboarding-well-so-important-at-tsys-group) + + + +# Growth and Change + +## TSYS Group Is Always Growing And Changing + +### Does it scale? + +Concepts discussed in this book sound like they might work well at a tiny start-up, but not at a hundreds-of-people-plus- billions-in-revenue organization. + +The big question is: Does all this stuff scale? Well, so far, yes. And we believe that if we’re careful, it will work better and better the larger we get. + +This might seem counterintuitive, but it’s a direct consequence of onboarding great, accomplished, capable members. Getting this to work right is a tricky proposition, though, and +depends highly on our continued vigilance in recruiting/onboarding. + +If we start adding members to the organization who aren’t as capable as we are at operating as high-powered, self-directed, senior decision makers, then lots of the stuff +discussed in this book will stop working. We must avoid this at all costs! + +## Theory Of Growth + +We do not have a growth goal. We intend to continue onboarding the best members as fast as we can, and to continue scaling up our business as fast as we can, given our existing + +Fortunately, we don’t have to make growth decisions based on any external pressures—only our own business goals. And we’re always free to temper those goals with the +long-term vision for our success as a company. Ultimately, we win by keeping the onboarding bar very high. + +Adding a great member can create value across the whole organization. Missing out on onboarding that great member is likely the most expensive kind of mistake we can make. + +Usually, it’s immediately obvious whether or not we’ve done a great job onboarding someone. However, we don’t have the usual checks and balances that come with having managers, +so occasionally it can take a while to understand whether a new member is fitting in. + +This is one downside of the organic design of the organization a poor onboarding decision can cause lots of damage, and can sometimes go unchecked for too long. + +Ultimately, members who cause damage always get weeded out, but the harm they do can still be significant. + +## Your Most Important Role - Recruiting + +### We value “T-shaped” people + +That is, people who are both generalists (highly skilled at a broad set of valuable things—the top of the T) and also experts (among the best in their field within a narrow +discipline—the vertical leg of the T). + +This recipe is important for success at TSYS Group. We often have to pass on people who are very strong generalists without expertise, or vice versa. An expert who is too narrow +has difficulty collaborating. A generalist who doesn’t go deep enough in a single area ends up on the margins, not really contributing as an individual. + +### Recruiting and Vetting Process + +To be captured. A large amount of the strategic nuts and bolts is captured in this section, but not the tactical pieces, the processes, how it relates to membership classes etc. Coming very soon! + +## Theory of Onboarding + +### How do we choose the right people to onboard? + +An exhaustive how-to on onboarding would be a handbook of its own. Probably one worth writing. It’d be tough for us to capture because we feel like we’re constantly learning really +important things about how we onboard people. + +In the mean time, here are some questions we always ask ourselves when evaluating candidates: + +- Would I want this member to be my boss? +- Would I learn a significant amount from him or her? +- What if this member went to work for our competition? + +Across the board, we value highly collaborative people. That means people who are skilled in all the things that are integral to high-bandwidth collaboration—people who can deconstruct problems on the fly, and talk to others as they do so, simultaneously being inventive, iterative, creative, talkative, and reactive. + +These things actually matter far more than deep domain-specific knowledge or highly developed skills in narrow areas. This is why we’ll often pass on candidates who, narrowly defined, are the “best” at their chosen discipline. + +Onboarding well is the most important thing in the universe. Nothing else comes close. It’s more important than breathing. So when you’re working on onboarding participating in +an onboarding , vetting, probation loop or innovating in the general area of recruiting—everything else you could be doing is less important and should be ignored! + +When you’re new to TSYS Group, it’s super valuable to start being involved in the onboarding process. Ride shotgun with people who’ve been doing it a long time. In some ways, our +interview process is similar to those of other companies, but we have our own take on the process that requires practice to learn. + +We won’t go into all the nuts and bolts in this book—ask others for details, and start being included in recruiting / onboarding loops. + +### Why is onboarding well so important at TSYS Group? + +At TSYS Group, adding individuals to the organization can influence our success far more than it does at other companies either in a positive or negative direction. Since there’s +no organizational compartmentalization of people here, + +**Bring your friends.** + +One of the most valuable things you can do as a +new employee is tell us who else you think we should hire. Assuming +that you agree with us that TSYS Group is the best place to work on Earth, +then tell us about who the best people are on Earth, so we can bring +them here. If you don’t agree yet, then wait six months and ask +yourself this question again. + +We’re looking for people stronger than ourselves. +When unchecked, people have a tendency to hire others +who are lower-powered than themselves. The questions +listed above are designed to help ensure that we don’t +start onboarding people who are useful but not as powerful +as we are. We should hire people more capable than +ourselves, not less. + +In some ways, onboarding lower-powered people is a natural +response to having so much work to get done. In these +conditions, onboarding someone who is at least capable seems +(in the short term) to be smarter than not onboarding anyone at +all. But that’s actually a huge mistake. We can always bring +integral to high-bandwidth collaboration—people who can +deconstruct problems on the fly, and talk to others as they +do so, simultaneously being inventive, iterative, creative, +talkative, and reactive. These things actually matter far more +than deep domain-specific knowledge or highly developed +skills in narrow areas. This is why we’ll often pass on candi- +dates who, narrowly defined, are the “best” at their chosen +discipline. +Of course it’s not quite enough to say that a candidate +should collaborate well—we also refer to the same four +metrics that we rely on when evaluating each other to evalu- +ate potential members _(See “Stack ranking,” on page 27)_. + +Q: If all this stuff has worked well for us, why doesn’t every company work this way? + +A: Well, it’s really hard. Mainly because, from day one, it requires a +commitment to onboarding in a way that’s very different from the way most +companies hire. It also requires the discipline to make the design of +the company more important than any one short-term business goal. +And it requires a great deal of freedom from outside pressure—being +self-funded was key. And having a founder who was confident enough +to build this kind of place is rare, indeed. +Another reason that it’s hard to run a company this way is that it +requires vigilance. It’s a one-way trip if the core values change, and +maintaining them requires the full commitment of everyone— +especially those who’ve been here the longest. For “senior” people +at most companies, accumulating more power and/or money over +time happens by adopting a more hierarchical culture. + +on temporary/contract help to get us through tough spots, +but we should never lower the onboarding bar. The other reason +people start to hire “downhill” is a political one. At most +organizations, it’s beneficial to have an army of people +doing your bidding. At TSYS Group, though, it’s not. You’d +damage the company and saddle yourself with a broken +organization. Good times! + +**Onboarding is fundamentally the same across all disciplines.** + +There are not different sets of rules or criteria for engineers, artists, animators, and accountants. + +Some details are different like, artists and writers show us some of their work before coming in for an interview. + +But the actual interview process is fundamentally the same no matter who we’re talking to. + +“With the bar this high, would I be onboarded today?” + +That’s a good question. The answer might be no, but that’s actually awesome for us, and we should all celebrate if it’s true because it means we’re growing correctly. As long as you’re +continuing to be valuable and having fun, it’s a moot point, really. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/54.Handbook.culture.TheoryOfWork/default.md b/content/charters.turnsys.com/pages/54.Handbook.culture.TheoryOfWork/default.md new file mode 100644 index 0000000..342f541 --- /dev/null +++ b/content/charters.turnsys.com/pages/54.Handbook.culture.TheoryOfWork/default.md @@ -0,0 +1,6 @@ +--- +title: 'TheoryOfWork' +menu: 'TheoryOfWork' +--- + +# TheoryOfWork diff --git a/content/charters.turnsys.com/pages/55.Handbook.culture.TSYSGroupFactsThatMatter/default.md b/content/charters.turnsys.com/pages/55.Handbook.culture.TSYSGroupFactsThatMatter/default.md new file mode 100644 index 0000000..ba4866b --- /dev/null +++ b/content/charters.turnsys.com/pages/55.Handbook.culture.TSYSGroupFactsThatMatter/default.md @@ -0,0 +1,23 @@ +--- +title: 'TSYS Group Facts That Matter' +menu: 'TSYS Group Facts That Matter' +--- + +# TSYS Group Facts That Matter + +* TSYS Group is self-funded. We haven’t ever brought in equity based outside financing. Since our earliest days this has been incredibly +important in providing freedom to shape the organization and its business practices. + +* TSYS Group does not own its intellectual property. This is far from the norm, in the technology industry. Everything that we produce that we ship to customers +is licensed under the AGPLv3 and we do not require copyright assignment. This is to ensure the long term survival of the product against all threats. We value +mission integrity and solving the real world digital divide above all else. + +* We seek to surprise and delight everyone who interacts with all aspects of TSYS Group in any way shape or form. That is our daily guiding principal. + +* We fund capabilities with internal cash, ensuring a solid asset base that we can always fallback to. + +* We finance capacity with outside (non equity) funding. + +* We have zero internal cost centers. We outsource all cost centers (e-mail, expense management, inbound voice communications). + +* We self host , both on premise and on leased equipment at offsite facilities. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/56.Handbook.culture.WelcomeToFlatland/default.md b/content/charters.turnsys.com/pages/56.Handbook.culture.WelcomeToFlatland/default.md new file mode 100644 index 0000000..2ffd6e3 --- /dev/null +++ b/content/charters.turnsys.com/pages/56.Handbook.culture.WelcomeToFlatland/default.md @@ -0,0 +1,35 @@ +--- +title: 'Welcome to Flatland' +menu: 'Welcome to Flatland' +--- + +## Welcome to Flatland + +Hierarchy is great for maintaining predictability and repeatability. It simplifies planning and makes it easier to +control a large group of people from the top down, which is why military organizations rely on it so heavily. + +But when you’re a day zero company that’s spent the last decade going out of its way to identify and recruit the most +intelligent, innovative, talented people on Earth to be members of the organization, telling them to sit at a desk and +do what they’re told obliterates 99 percent of their value. + +We want innovators, and that means maintaining an environment where they’ll flourish. That’s why TSYS Group is flat. It’s our shorthand way of +saying that we don’t have any middle management, just a highly dedicated senior leadership team (made of up the organization co-founders) and a fully +independent Board of Directors (with the power to remove management if necessary) to ensure all stakeholders are fully represented. + +All meetings of the Board and leadership are open participation (read only) and our CEO (@ReachableCEO everywhere) is highly responsive to all levels of the +organization and external stakeholders. + +The organization truly belongs to it's members, it's yours! Yours to steer—toward opportunities and away from risks. + +You have the power to green-light projects. You have the power to ship products. + +A flat structure removes every organizational barrier between your work and the customer enjoying that work. + +Every company will tell you that “the customer is boss,” but here that statement has weight. There’s no red tape stopping you from figuring out for yourself what our customers +want, and then giving it to them. + +If you’re thinking to yourself, “Wow, that sounds like a lot of responsibility,” you’re right. + +And that’s why onboarding new members is the single most important thing you will ever do at TSYS Group. + +Any time you vet a potential member, you need to ask yourself not only if they’re exceptionally talented and collaborative but also if they’re capable of literally running this organization, because they will be. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/57.Handbook.culture.WelcomeToTSYSGroup/default.md b/content/charters.turnsys.com/pages/57.Handbook.culture.WelcomeToTSYSGroup/default.md new file mode 100644 index 0000000..307bfbd --- /dev/null +++ b/content/charters.turnsys.com/pages/57.Handbook.culture.WelcomeToTSYSGroup/default.md @@ -0,0 +1,6 @@ +--- +title: 'Part 1: Welcome to TSYS Group' +menu: 'Part 1: Welcome to TSYS Group' +--- + +# Part 1: Welcome to TSYS Group diff --git a/content/charters.turnsys.com/pages/58.Handbook.culture.WhatToWorkOn/default.md b/content/charters.turnsys.com/pages/58.Handbook.culture.WhatToWorkOn/default.md new file mode 100644 index 0000000..e8f9cf3 --- /dev/null +++ b/content/charters.turnsys.com/pages/58.Handbook.culture.WhatToWorkOn/default.md @@ -0,0 +1,6 @@ +--- +title: 'What to Work On' +menu: 'What to Work On' +--- + +# What to Work On diff --git a/content/charters.turnsys.com/pages/59.Handbook.culture.YourFirstDay/default.md b/content/charters.turnsys.com/pages/59.Handbook.culture.YourFirstDay/default.md new file mode 100644 index 0000000..c553661 --- /dev/null +++ b/content/charters.turnsys.com/pages/59.Handbook.culture.YourFirstDay/default.md @@ -0,0 +1,16 @@ +--- +title: 'Your First Day' +menu: 'Your First Day' +--- + +# Your First Day + +So you’ve gone through the diligence, vetting, onboarding, and probationary process, you’ve +finally been able to become a party to the Operating Agreement! You are in at TSYS Group. +Congratulations! and welcome. + +TSYS Group has an incredibly unique way of doing things that will make this the greatest professional experience +of your life, but it can take some getting used to. + +This book was written by members who’ve been where you are now, and who want to make your first few months here +as easy as possible. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/60.Handbook.culture.YourFirstMonth/default.md b/content/charters.turnsys.com/pages/60.Handbook.culture.YourFirstMonth/default.md new file mode 100644 index 0000000..abb51db --- /dev/null +++ b/content/charters.turnsys.com/pages/60.Handbook.culture.YourFirstMonth/default.md @@ -0,0 +1,84 @@ +--- +title: 'Your First Month' +menu: 'Your First Month' +--- + +# Your First Month + + + +- [Your First Month](#your-first-month) + - [Introduction](#introduction) + - [Roles](#roles) + - [Advancement vs. growth](#advancement-vs-growth) + - [Putting more tools in your toolbox](#putting-more-tools-in-your-toolbox) + - [Engineers: code is only the beginning](#engineers-code-is-only-the-beginning) + - [Non-Engineers: program or be programmed](#non-engineers-program-or-be-programmed) + + + +## Introduction + +You’ve solved the nuts-and-bolts issues. Now you’re moving beyond wanting to just be productive day to day you’re ready to help shape your future, and TSYS Group. + +Your own professional development and TSYS Group growth are both now under your control. Here are some thoughts on steering both toward success. + +## Roles + +By now it’s obvious that roles at TSYS Group are fluid. Traditionally at TSYS Group, nobody has an actual title (maybe a broad functional title like "software developer"). + +This is by design, to remove organizational constraints. Instead we have things we call ourselves, for convenience. In particular, members who interact with others outside the company call themselves by various titles because doing so makes it easier to complete their mission objectives. + +Inside the organization though, we all take on the role that suits the work in front of us. Everyone is a designer. Everyone can question each other’s work. Anyone can recruit +someone onto his or her project. + +Everyone has to function as a “strategist,” which really means figuring out how to do what’s right for our customers. + +We all engage in analysis, measurement, predictions, evaluations. + +## Advancement vs. growth + +Because TSYS Group doesn’t have a traditional hierarchical structure, it can be confusing to figure out how TSYS Group fits into your career plans. “Before TSYS Group, I was an assistant +technical second animation director in Hollywood. I had planned to be a director in five years. How am I supposed to keep moving forward here?” + +Working at TSYS Group provides an opportunity for extremely efficient and, in many cases, very accelerated, career growth. + +In particular, it provides an opportunity to broaden one’s skill set well outside of the narrow constraints that careers can have at most other organizations. + +So the “growth ladder” is tailored to you. It operates exactly as fast as you can manage to grow. You’re in charge of your track, and you can elicit help with it anytime from those around you. + +FYI , we don’t do any formalized member “development” (course work, mentor assignment etc), because for senior members it’s not effective. + +We believe that high-performance members are generally self-improving. + +Most members who fit well at TSYS Group will be better positioned after their time spent here than they could have been if they’d spent their time pretty much anywhere else. + +## Putting more tools in your toolbox + +The most successful members at TSYS Group are both : + +(1) highly skilled at a broad set of things and +(2) world-class experts within a more narrow discipline. + +Because of the talent diversity here at TSYS Group, it’s often easier to become stronger at things that aren’t your core skill set. + +## Engineers: code is only the beginning + +If you were on-boarded as a software engineer, you’re now surrounded by a multidisciplinary group of experts in all kinds of fields—creative, legal, financial, even psychological. + +Many of these members are sitting in Discord with you every day, so the opportunities for learning are huge. + +Take advantage of this fact whenever possible: the more you can learn about the mechanics, vocabulary, and analysis within other disciplines, the more valuable you become. + +## Non-Engineers: program or be programmed + +TSYS Group’s core competency is making platforms consisting of hardware and software blended into Turn Key experiences. + +Obviously, different disciplines are part of making our products, but we’re still an engineering-centric organization. + +That’s because the core of the hardware/software-building process is engineering. As in, writing code. + +If your expertise is not in writing code, then every bit of energy you put into understanding the code-writing part of making software is to your (and TSYS Group) benefit. + +You don’t need to become an engineer, and there’s nothing that says an engineer is more valuable than you. But broadening your awareness in a highly technical direction is never a +bad thing. It’ll either increase the quality or quantity of bits you can put “into boxes,” which means affecting customers more, which means you’re valuable. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/61.Handbook.culture.YourFirstWeek/default.md b/content/charters.turnsys.com/pages/61.Handbook.culture.YourFirstWeek/default.md new file mode 100644 index 0000000..eab252d --- /dev/null +++ b/content/charters.turnsys.com/pages/61.Handbook.culture.YourFirstWeek/default.md @@ -0,0 +1,111 @@ +--- +title: 'Your First Week' +menu: 'Your First Week' +--- + +# Your First Week + + + +- [Your First Week](#your-first-week) + - [Introduction](#introduction) + - [Why do I need to pick my own projects?](#why-do-i-need-to-pick-my-own-projects) + - [But how do I decide which things to work on?](#but-how-do-i-decide-which-things-to-work-on) + - [How do I find out what projects are under way?](#how-do-i-find-out-what-projects-are-under-way) + - [Short-term vs. long-term goals](#short-term-vs-long-term-goals) + - [Someone told me to (or not to) work on X. And they’ve been here a long time!](#someone-told-me-to-or-not-to-work-on-x-and-theyve-been-here-a-long-time) + - [What about all the things that I’m not getting done?](#what-about-all-the-things-that-im-not-getting-done) + - [Can I be included the next time TSYS Group is deciding X?](#can-i-be-included-the-next-time-tsys-group-is-deciding-x) + + + +## Introduction + +You’re not freaking out anymore. In fact, you’re ready to show up to work (wherever and whenever in the world that happens to be +because TSYS Group is the first organization with a truly global talent base from day zero) this work block, and then what? + +This next section walks you through figuring out what to work on. You’ll learn about how projects work, how cabals work, and how products get out the door at TSYS Group. + +Whatever group you’re in, whether you’re building servers, writing documentation, or making art, this section applies to you. It’s crucial that you believe it, so we’ll repeat it a few more times in this uuide. + +## Why do I need to pick my own projects? + +We’ve heard that other companies have people allocate a percentage of their time to self- directed projects. At TSYS Group, that percentage is 100. + +Since TSYS Group is flat, members don’t join projects because they’re told to. Instead, you’ll decide what to work on after asking yourself the right questions (more on that +later). Members vote on projects with their time and git commits. Strong projects are ones in which members can see demonstrated value; they staff up easily. This means there are any number of internal recruiting efforts constantly under way. + +If you’re working here, that means you’re good at your job. Members are going to want you to work with them on their projects, and they’ll try hard to get you to do so. But +the decision is going to be up to you. (In fact, at times you’re going to wish for the luxury of having just one person telling you what they think you should do, rather +than hundreds. + +## But how do I decide which things to work on? + +Deciding what to work on can be the hardest part of your mission at TSYS Group. This is because, as you’ve found out by now, you were not on-boarded to fill a specific job description. + +You were hired to constantly be looking around for the most valuable work you could be doing. At the end of a project, you may end up well outside what you thought was your core area of expertise. + +There’s no rule book for choosing a project or task at TSYS Group. But it’s useful to answer questions like these: + +* Of all the projects currently under way, what’s the most valuable thing I can be working on? +* Which project will have the highest direct impact on our customers? How much will the work I ship benefit them? +* Is TSYS Group not doing something that it should be doing? +* What’s interesting? +* What’s rewarding? +* What leverages my individual strengths the most? + +## How do I find out what projects are under way? + +Our git server at https://git.turnsys.com/explore is the single project list in the organization. However, the best way to find out is to ask other members. Anyone, really. This can +provide additional context, how projects fit into the overall goals etc. Keep in mind that members may be very busy, so please use calendar scheduling heavily! + +When you do, you’ll find out what’s going on around the organization and your peers will also find out about you. + +Lots of members at TSYS Group want and need to know what you care about, what you’re good at, what you’re worried about, what you’ve got experience with, and so on. + +And the way to get the word out is to start telling members all of those things. So, while you’re getting the lay of the land by learning about projects, you’re also broadcasting your +own status to a relevant group of members. + +Got an idea for how TSYS Group could change how we internally broadcast project/company status? Great. Do it. In the meantime, the Discord Lounge is always open, so plant yourself in it often. + +## Short-term vs. long-term goals + +Because we all are responsible for prioritizing our own work, and because we are conscientious and anxious to be valuable, as individuals we tend to gravitate toward projects +that have a high, measurable, and predictable return for the company. So when there’s a clear opportunity on the table to succeed at a near-term business goal with a clear +return, we all want to take it. + +And, when we’re faced with a problem or a threat, and it’s one with a clear cost, it’s hard not to address it immediately. This sounds like a good thing, and it often is, but it has +some downsides that are worth keeping in mind. + +Specifically, if we’re not careful, these traits can cause us to race back and forth between short-term opportunities and threats, being responsive rather than proactive. + +So our lack of a traditional structure comes with an important responsibility. It’s up to all of us to spend effort focusing on what we think the long-term goals of the +organization should be. + +## Someone told me to (or not to) work on X. And they’ve been here a long time! + +Well, the correct response to this is to keep thinking about whether or not your colleagues are right. Broaden the conversation. Hold on to your goals if you’re convinced +they’re correct. Check your assumptions. + +Pull more members in. Listen. Don’t believe that anyone holds authority over the decision you’re trying to make. + +They don’t; but they probably have valuable experience to draw from, or information/data that you don’t have, or insight that’s new. + +When considering the outcome, don’t believe that anyone but you is the “stakeholder”. You’re it. And TSYS Group’s customers are who you’re serving. Do what’s right for them. + +## What about all the things that I’m not getting done? + +It’s natural in this kind of environment to constantly feel like you’re failing because for every one task you decide to work on, there will be dozens that aren’t getting your +attention. Trust us, this is normal. Nobody expects you to devote time to every opportunity that comes your way. Instead, we want you to learn how to choose the most +important work to do. + +## Can I be included the next time TSYS Group is deciding X? + +Yes. There’s no secret decision-making cabal. No matter what project, you’re already invited. All you have to do is either: + +(1) Start working on it, or +(2) Start talking to all the members who you think might be working on it already and find out how to best be valuable. + +You will be welcomed. there is no approval process or red tape involved. Quite the opposite it’s your job to insert yourself wherever you think you should be. Keep in mind that you +should take the time to get yourself up to speed. Members have no obligation to take time to get you up to speed. If you do not take the effort to meaningfully contribute, fully expect to +be told to "figure it out" or "read the docs" etc. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/62.Handbook.culture.YourMostImportantRole/default.md b/content/charters.turnsys.com/pages/62.Handbook.culture.YourMostImportantRole/default.md new file mode 100644 index 0000000..76cd8e8 --- /dev/null +++ b/content/charters.turnsys.com/pages/62.Handbook.culture.YourMostImportantRole/default.md @@ -0,0 +1,5 @@ +--- +title: 'YourMostImportantRole' +menu: 'YourMostImportantRole' +--- + diff --git a/content/charters.turnsys.com/pages/63.Handbook.FAQ/default.md b/content/charters.turnsys.com/pages/63.Handbook.FAQ/default.md new file mode 100644 index 0000000..87704d5 --- /dev/null +++ b/content/charters.turnsys.com/pages/63.Handbook.FAQ/default.md @@ -0,0 +1,84 @@ +--- +title: 'FAQ' +menu: 'FAQ' +--- + + +* What is the overall vision? + +We envision a world where everyone is able to connect without interference, censorship at a cost always trending lower (as close to zero) as possible. + +* What is the specific startup idea being worked on? + +Inexpensive (by the hour) high altitude balloon launch , flight and recovery service of any cubesat payload under 5lbs. + +* What progress has already made/can you make without a co-founder? + +Many test flights. Proof of concepts. Build out of R&D and corporate infrastructure. Production of a prototype of the MorsePOD (consumer electronics piece of the +overall stack). + +* How does the CEO respond to stress/difficult situations? + +Mostly by avoiding them in the first place. Otherwise confronting them head on calmly and rationally. + +* What motivates the CEO? + +Lifting the overall GDP share of everyday americans by democratizing internet access. + +* Why does the CEO want to work on a startup? + +The need to solve a very big problem. Incumbents will never solve it. The world needs to be better connected by an organization that isn't inherently +conflicted (ie google/face3book) + +* What’s the ideal trajectory for you: venture-backed rocket ship, lifestyle business, something in between? + +Building a conglomerate of entities (non profit, coop, capital aggregation, not primarily for profit). We plan to produce long term cash flow for our stakeholders. We plan to raise substantial institutional capital and deploy it at industrial scale. + +* What skills do you have; are they complementary? Will you be able to build an initial version of a product together? + +20 years of design, building, scaling, securing of systems for a wide range of government and private sector customers. + +* How will this vision be realized? + +The short version is to have 100,000 or more balloons up at all times and provide an always on IOT (lora) and end user (IP) serving backbone. + +* Have you taken any outside capital? + +Not at this time (August 2021) + +* Why haven't you raised any outside capital? + +We are building the structure / systems / processes to successfully onboard large amounts of capital. + +* What types of capital are you raising? + +** For seed (non dilutive): SBIR + +** For dilutive equity (max 25%): Institutional (Goldman sachs, Blackrock and other long term cash flow oriented funds) (see the operating agreement sections of the +handbook for terms we would raise under) + +* Do you require an NDA? + +No NDA is necessary for the majority of members. The exception is if you are granted on-going access to trade secrets as part of your mission , you'll be required to execute a confidentiality agreement that is tightly scoped to those secrets and is limited to the term of your membership plus one year. + +In rare circumstances, you'll need to sign a perpetual confidentiality agreement, again scoped to the specific trade secrets you'll have access to. + +* What is the structure of the entity? + +We are a combination of different corporate forms. The specific structure is a trade secret. Ownership is disclosed to those who execute a membership agreement. You can find the membership agreement in the TSG Handbook. + +* What is the name of the entity? + +Suborbital Systems Development Company LLC (Texas LLC) is one we disclose. + +* What is the governance structure of the entity? + +We have a (not yet formally elected ) board of directors. The CEO (@ReachableCEO) has personal advisors who aren’t directors but provide him with outside perspective on a variety of matters. YOu can find details on governance at . + +* How are folks compensated? + +(as of August 2021) No one takes a salary. It’s all a promise of future payout, based on profit interest grants in the LLC. + +We are currently working towards SBIR grant. This requires a full time employee (principal investigator ). That person will not have a profit interest, as the operating agreement doesn’t allow for salary if you have a profit interest grant. + +Keep in mind, having a profit interest grant is a (very strong) contract , vs employment which is at will. diff --git a/content/charters.turnsys.com/pages/64.Handbook.SourceMaterial.company.branding/default.md b/content/charters.turnsys.com/pages/64.Handbook.SourceMaterial.company.branding/default.md new file mode 100644 index 0000000..c865554 --- /dev/null +++ b/content/charters.turnsys.com/pages/64.Handbook.SourceMaterial.company.branding/default.md @@ -0,0 +1,286 @@ +--- +title: 'Resources' +menu: 'Resources' +--- + +--- +title: Branding +sidebar: Handbook +showTitle: true +--- + +
+ +> **Note:** This page currently refers only to this website (posthog.com). It will later be updated to also include information about app.posthog.com following the rebrand. + +## Resources + +#### Figma: PostHog Branding + +Refer to this [Figma Project](https://www.figma.com/file/8iM3Damgbl4PyHq6x8JJbu/PostHog-Branding?node-id=1%3A661) for a comprehensive overview of our colors, fonts, logos, and related resources. + +#### Logos + +To get access to our various logo formats, check out our [Media page](/media). + +
+ +## Colors + +Our three main colours are Blue, Orange, and Yellow. + + +##### ■ Blue: #1D4AFF + +##### ■ Orange: #F54E00 + +##### ■ Yellow: #F9BD2B + +
+ +Accompanying these colours are Black and White, as well as a Dark Navy. Navy was introduced to tone down the blue against the yellow and orange, and provides a vintage feel to the page. + +##### ■ Black: #000000 + +##### □ White: #FFFFFF + +##### ■ Dark Navy: #35416B + +
+ +If possible, all artwork is to be made with these colours, as well as typography and social media images. + + +## Text + +# H1 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 64px +* Line Height: 100 +* Color: Black +* Opacity: 100% + +## H2 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 48px +* Line Height: 70 +* Color: Black +* Opacity: 100% + +### H3 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 36px +* Line Height: 60 +* Color: Black +* Opacity: 100% + +#### H4 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 30px +* Line Height: 50 +* Color: Black +* Opacity: 100% + +##### H5 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 20px +* Line Height: 35 +* Color: Black +* Opacity: 100% + +###### H6 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 18px +* Line Height: 30 +* Color: Black +* Opacity: 100% + +#### Normal Text + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 16px +* Line Height: 25 +* Color: Black +* Opacity: 100% + +#### Small Text + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 16px +* Line Height: 20 +* Color: Black +* Opacity: 30% + +#### Note + +If the text is secondary and you think it is less important feel free to put the opacity down to 60%. This will turn it to a dark gray color. This way, the user's eyes are brought to the darker text first and will read the lighter text if they need to. + +The color of text should always be black - with the occasional lowered opacity to 60% when necessary. + +## Numbers + +For numbers you have two options, the first being *statement* and the second being *subtle*. + +#### Statement Numbers + +Statement numbers tend to be used on the landing page or pages where the product is being explained. Usually accompanied by visuals and a small amount of text. + +**Specifications** + +Statement No. Gosha Sans, bold, size 64px, colour - Blue (#1D4AFF), Orange (#F54E00), Yellow (#F9BD2B) alternating, opacity 100%. + +#### Subtle Numbers + +Subtle numbers are seen within docs and blogs, usually employed to give instructions or list things. + +**Specifications** + +Subtle No. Helvetica Neue, regular, size 20px, colour Yellow (#F9BD2B), opacity 100% + +## Layout + +When creating layouts on Figma, always start with the 'Desktop' Frame (1440 W x 1024 H). + +Then create a grid with the following specifications: +- Rows: 14 | Stretch | Gutter: 10 | Color: 2% +- Columns: 24 | Stretch | Gutter: 10 | Color: 2% + +This will give you the basis of PostHog's visual structure. + +## Logos + +The logo consists of both a symbol and type next to each other, but they can be used separately if need be. It is advisable for the website and product to keep the logo elements together. However, this isn't as important for other instances like swag or social media posts. + +When putting the logo over color, type and symbol should all be white. Copies of this are available on the branding page on [Figma](https://www.figma.com/file/8iM3Damgbl4PyHq6x8JJbu/PostHog-Branding?node-id=1%3A661) for you to copy or download. If for whatever reason you need to make the logo all black, that is also fine, but only with a grey or white background. + +## Icons + +Under any H2 text there should be a divider. The divider helps separate the subtitle from the body text underneath. This icon is a long, thin rectangle with rounded edges. + +**Dimensions:** 120 x 10px with a 10 corner radius. + +On the landing page the dividers alternate between the three PostHog colours, Blue (#1D4AFF), Orange (#F54E00) and Yellow (#F9BD2B). However, on any other pages they are always Orange (#F54E00). + +These dividers should be 35px below H2 text, and any body copy text below should be 35px from the divider. + +## Background Textures and Color + +To stop the website from looking dull we have employed the use of color and texture to give it some depth. + +The three main colors are Orange (#F54E00) and Yellow (#F9BD2B), with a bit of Navy (#35416B). + +Color blocks can be any size, but they must not fill more than one third of the screen. They must have a curved radius of 100 and usually have illustrations or icons over the top. + +On top of the color blocks (or on its own) you could also use the halftone grey panel on opacity 20%. This gives the page some texture without distracting the USER from the text. + +## Menus and Sidebars + +Most of the menus on PostHog will be in tones of grey with pops of color for clicked pages. The most common menu featured on the bottom of the website page holds 5 sections for users to navigate the website. This menu is Mid Grey (#BEBEBE), and its size is 315px in height, while occupying the entire length of the screen in width. + +Within the block are the 5 categories: Why PostHog, Resources, Community, Support, Company. + +This uses 'Extra Large Text', as defined in the 'Fonts' section. + +Underneath these 5 categories are the sub sections, which use 'Normal Text', as defined in the 'Fonts' section. + +Side Menus, found on pages such as Docs, are to be a Light Grey (#F0F0F0) and 430px wide. The text and dropdown options should be fixed so that even when reading the consumer can still have quick access to other areas within the site. + +The text in this sidebar should be Extra Large Text. The arrows that accompany the categories will be in Figma - they are a simple vector and the stroke needs to be 2. + +When you click on a dropdown menu, the text and arrow turn Blue (#1D4AFF) to indicate that they have been clicked. The subcategories text should be Normal Text. When a subcategory is clicked this should also turn Blue, along with the Category text and arrow. + +The last menu is the navigation menu that can be found in Docs. This uses Small Text. + +Alongside the text on the left is a line with a small circle to indicate the part of the document you are in. Like the text, the line is black with an opacity of 30%. The stroke is 3, while the circle is 12x12px (white fill) with an inside stroke of 3 (orange). + +Depending on what section of the text you are reading, the text will turn orange and the circle will be aligned with that selected text. + +## Mobile Content + +When transforming any desktop page to mobile please use the iPhone 8 frame on Figma. + +### Headers + +The header consists of the logo (206 W x 40.13 H) centered, a menu bar (36 W x 32 H) and a grey background (375 W x 110 H) in colour #F0F0F0. On the landing page the header is different, but generally the header should be consistent. The landing page header consists of the logo, (206 W x 40.13 H) centred, a menu bar (375 W x 390 H) in grey (#EDEDED) with halftone dots (This image can be found on the Figma file) (375 W x 390 H) laid over the top at 20% passthrough. This gives a subtle halftone effect. + +### Text + +#### H1 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 18px +* Line Height: 30 +* Color: Black +* Opacity: 100% + +#### H2 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 14px +* Line Height: 20 +* Color: Black +* Opacity: 100% + +#### H3 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 12px +* Line Height: 20 +* Color: Black +* Opacity: 100% + +#### H4 + +###### Font Specifications + +* Family: Gosha Sans (Regular) +* Size: 10px +* Line Height: 20 +* Color: Black +* Opacity: 100% + +### Numbers + +Follows the same principles as the Desktop format, using Statement and Subtle numbers. + +**Statement Numbers** + +Gosha Sans | Regular | Size 20 | Line Height 20 | Color: Yellow, Orange, or Blue | Opacity: 100% + +**Subtle Numbers** + +Helvetica Neue | Bold | Size 14 | Line Height 20 | Color: Yellow | Opacity: 100% + +## Shapes and Dividers + +Curved rectangle backgrounds, size (203 W x 170 H), with a curved radius of 20, in either Yellow (#F9BD2B), Orange (#F96132), or Navy (#35416B). These can be overlaid with halftone dots, at 20% pass through. + +Dividers on the mobile format are similar to the desktop version but smaller (70 W x 7 H) and generally orange (#F96132), except for the landing page where they alternate between the three PostHog colours. diff --git a/content/charters.turnsys.com/pages/65.Handbook.SourceMaterial.company.communication/default.md b/content/charters.turnsys.com/pages/65.Handbook.SourceMaterial.company.communication/default.md new file mode 100644 index 0000000..8f2c72a --- /dev/null +++ b/content/charters.turnsys.com/pages/65.Handbook.SourceMaterial.company.communication/default.md @@ -0,0 +1,181 @@ +--- +title: 'Introduction' +menu: 'Introduction' +--- + +--- +title: Communication +sidebar: Handbook +showTitle: true +--- + +## Introduction + +With team members across several countries, it's important for us to practice clear communication in ways that help us stay connected and work more efficiently. + +To accomplish this, we use **asynchronous communication as a starting point** and stay as open and transparent as we can by communicating on GitHub through public issues and pull requests, as well as in our PostHog User and internal Slack. + +## Our Communication Values + +1. **Assume Positive Intent.** Always coming from a position of positivity and grace. +1. **Form An Opinion.** We live in different locations and often have very different perspectives. We want to know your thoughts, opinions, and feelings on things. +1. **Feedback is Essential.** Help everyone up their game in a direct but constructive way. + +## Golden rules + +1. Use **asynchronous communication** when possible: pull requests (preferred) or issues. Announcements happen on the appropriate Slack channels and [people should be able to do their work without getting interrupted by chat](https://m.signalvnoise.com/is-group-chat-making-you-sweat-744659addf7d#.21t7089jk). +1. Discussion in GitHub issues or pull requests is preferred over everything else. If you need a response urgently, you can Slack someone with a link to your comment on an issue or pull request, asking them to respond there. However, be aware that they still may not see it straight away (and that's OK in our book). +1. You are not expected to be available all the time. There is **no** expectation to respond to messages outside of your planned working hours. +1. It is 100% OK to ask as many questions as you have - please ask in public channels! If someone sends you a handbook link, that means they are proud that we have the answer documented - they don't mean that you should have found that yourself or that this is the complete answer. If the answer to a question isn't documented yet please immediately make a pull request to add it to the handbook in a place you have looked for it. +1. When someone asks for something, reply back with a deadline or by noting that you already did it. Answers like: 'will do', 'OK', or 'it is on my todo list' are not helpful. If it is small task for you but will unblock someone else, consider spending a few minutes to do the task so the other person can move forward. +1. By default, avoid creating private groups for internal discussions. + +## Public by default + +We make things public by default because [transparency](/handbook/company/culture#transparency) is core to our culture. The kinds of information we share falls into one of three buckets: + +- _Public_ - most things, including our product, roadmap, handbook and strategy. +- _Shared internally_ - almost everything else, such as financial performance, security, fundraising and recruitment. +- _Private internally_ - personal team information, i.e. compensation, disciplinary issues. + +Information that is not publicly shared is in areas with complex signals that can impact our ability to sell, raise money or are inappropriate to share more widely for personal privacy reasons. + + +We have two repos to centralize and document all internal communication. These are the source of truth for any internal information, and anything that should be written down (as established in these guidelines) should live here, not on Slack. This will make it easier when having to search for older stuff, sharing context between public and internal repos, and for newcomers to have all information they might need readily available. + +### Company Internal +Repository can be found in https://github.com/PostHog/company-internal + +Documents any company-wide internal information, in addition to any information related to People, Ops, Legal & Compliance, Finance or Strategy. + +**Examples of information that should go here:** +- ✅ Hiring plans and discussions before we post a job ad +- ✅ People discussions, e.g. benefits, pensions, share options, org structure +- ✅ Onboarding/offboarding checklists +- ✅ Non-engineering team sprint planning +- ✅ Sensitive discussions around future positioning, customer strategy, fundraising, board meetings + +**Examples of information that should NOT go here:** +- ❌ Any information that should be public (see guidelines on [public by default](http://localhost:8000/handbook/company/communication#public-by-default)), this should go in the public repositories (`posthog`, `posthog.com`, ...). +- ❌ Bug reports, security issues, or any other engineering-related discussions. These should go in the [Product Internal](#product-internal) repo. +- ❌ Billing issues, product or growth discussions. These should go in the [Product Internal](#product-internal) repo. + + +### Product Internal +Repository can be found in https://github.com/PostHog/product-internal + +Contains internal information related to the PostHog product. Documents any non-public information (as established in these guidelines) that specifically relates to engineering, product, growth or design. + +This repository was introduced to aid maintenance and day-to-day usage of internal repositories. Having these discussions together with the company-wide information proved unwieldly. More context on [this decision](https://github.com/PostHog/company-internal/issues/262). + +
+Please be sure to read the README of the repo for guidelines on how to file specific issues. +
+ + +**Examples of information that should go here:** +- ✅ Vulnerabilities (security bugs) reports +- ✅ Bug reports where most of the context of the report depends on customer's PII. *Some bug reports require screenshots, recordings, or some other information that contains PII and as such can't be public.* +- ✅ Post-mortems on outages, or other issues affecting a large portion of customers. The results of these should usually be made public though. +- ✅ Documentation of internal infrastructure, where if it was public knowledge could provide valuable information to an attacker. +- ✅ Experiment (A/B testing) results. +- ✅ Product or growth strategy discussions (unless they should be public). +- ✅ Interview exercises or questions for engineering, product, growth or design tasks that should not be public. +- ✅ Documentation of engineering or product requirements documents that can't be public (these should be quite rare). +- ✅ Billing or pricing-related discussions that is not yet public. + +**Examples of information that should NOT go here:** +- ❌ Any information that should be public (see guidelines on [public by default](http://localhost:8000/handbook/company/communication#public-by-default)), this should go in the public repositories (`posthog`, `posthog.com`, ...). +- ❌ Any internal information that does not fall under the scope of purely engineering, product, growth or design. This should go in the [Company Internal](#company-internal) repo. +- ❌ Bug reports that don't contain any PII or where the PII only contains supporting information. In this case, file the bug under the relevant public repo and add a protected link to the additional information (e.g. a private Slack link, or a link to this repo). + +## Written Communication + +### GitHub + +#### Everything Starts with a Pull Request + +It's best practice to start a discussion where possible with a Pull Request (PR) instead of an issue. A PR is associated with a specific change that is proposed and transparent for everyone to review and openly discuss. The nature of PRs facilitate discussions around a proposed solution to a problem that is actionable. A PR is actionable, while an issue will inevitably lead to a longer period before the problem is addressed. + +Always open a PR for things you are suggesting and/or proposing. Whether something is not working right or we are iterating on new internal process, it is worth opening a pull request with the minimal viable change instead of opening an issue encouraging open feedback on the problem without proposing any specific change directly. Remember, a PR also invites discussion, but it's specific to the proposed change, which facilitates focused decisions. + +By default, pull requests are **non-confidential**. However, for things that are not public please open a confidential issue with suggestions to specific changes that you are proposing. When possible, consider not including sensitive information so the wider community can contribute. + +Not every solution will solve the problem at hand. Keep discussions focused by _defining the problem first_ and _explaining your rationale_ behind the Minimal Viable Change (MVC) proposed in the PR. Have a bias for action and don't aim for consensus - some improvement is better than none. + +#### Issues + +GitHub Issues are useful when there isn't a specific code change that is being proposed or needed. For example, you may want to start an issue for tracking progress or for project management purposes that do not pertain to code commits. This can be particularly useful when tracking team tasks and creating issue boards. + +However, it is still important to maintain focus when opening issues by defining a single specific topic of discussion as well as defining the desired outcome that would result in the resolution of the issue. The point is to not keep issues open-ended and to prevent issues from going stale due to lack of resolution. For example, a team member may open an issue to track the progress of a blog post with associated to-do items that need to be completed by a certain date (e.g. first draft, peer review, publish). Once the specific items are completed, the issue can successfully be closed. + +### Slack + +Slack is used for more informal communication, or where it doesn't make sense to create an issue or pull request. Use your judgment to determine the appropriate channel, and whether you should be chatting publicly (default) or privately. + +Also keep in mind that, as an open source platform, PostHog has contributors who don't have access to Slack. Having too much context in a private location can be detrimental to those who are trying to understand the rationale for a certain decision. + +**Slack etiquette** + +Slack is used differently in different organizations. Here are some guidelines for how we use Slack at PostHog: + +1. Keep `#general` open for company-wide announcements. +1. `@channel` or `@here` mentions should be reserved for urgent or time-sensitive posts that require immediate attention by everyone in the channel. (Examples: changing a meeting invite URL just before a meeting, or soliciting urgent help for a service disruption, where you're not sure who is immediately available) +1. Make use of threads when responding to a post. This allows informal discussion to take place without notifications being sent to everyone in the channel on every reply. +1. When possible, summarize multiple thoughts into a single message instead of sending multiple messages sequentially. + +### Google Docs and presentations + +Never use a Google Doc / presentation for something non-confidential that has to end up on the website or this handbook. Work on these edits via commits to a pull request. Then link to the pull request or diff to present the change to people. This prevents a duplication of effort and/or an out of date handbook. + +We mainly use Google Docs to capture internal information like meeting notes or to share company updates and metrics. We always make the doc accessible so you can comment and ask questions. + +Please avoid using presentations for internal use. They are a poor substitute for a discussion on an issue. They lack the depth, and don't add enough context to enable asynchronous work. + +### Email + +1. Internal email should be avoided in nearly all cases. Use GitHub for feature / product discussion, use Slack if you cannot use GitHub, and use Google Docs for anything else. +1. The only uses we have for internal email are: + - Obtaining approvals for legal things + - Sending some types of more official company documents (e.g. job offers, payroll forms) + - Communicating with external partners + +### Writing Style + +1. We use American English as the standard written language in our public-facing comms, including this handbook. +1. Do not use acronyms when you can avoid them. Acronyms have the effect of excluding people from the conversation if they are not familiar with a particular term. +1. We use the [Oxford comma](https://www.grammarly.com/blog/what-is-the-oxford-comma-and-why-do-people-care-so-much-about-it/). +1. Do not create links like "here" or "click here". All links should have relevant anchor text that describes what they link to. Using meaningful links is important to both search engine crawlers (SEO) and people with accessibility issues. + +## Internal Meetings + +PostHog uses [Zoom](https://zoom.us/) for video communications. Zoom also has useful plugins for [Google Calendar](https://chrome.google.com/webstore/detail/zoom-scheduler/kgjfgplpablkjnlkjmjdecgdpfankdle?hl=en-US) and Slack which you may wish to use. + +Use video calls if you find yourself going back and forth in an issue/via email or over chat. Sometimes it is still more valuable to have a 40+ message conversation via chat as it improves transparency, is easy to refer back to, and is friendlier to newcomers getting up to speed. + +1. Most scheduled meetings should have a Google Doc linked or a relevant GitHub issue. This contains an agenda, including any preparation materials. +1. Please click 'Guests can modify event' so people can update the time in the calendar instead of having to reach out via other channels. You can configure this to be checked by default under [Event Settings](https://calendar.google.com/calendar/r/settings). +1. Try to have your video on at all times because it's much more engaging for participants. Having pets, children, significant others, friends, and family visible during video chats is encouraged - please introduce them! +1. As a remote company we are always striving to have the highest fidelity, collaborative conversations. Use of a headset with a microphone, is strongly recommended - use your company card if you need. +1. Always advise participants to mute their mics if there is unnecessary background noise to ensure the speaker is able to be heard by all attendees. +1. You should take notes of the points and to-dos during the meeting. Being able to structure conclusions and follow-up actions in real time makes a video call more effective than an in-person meeting. If it is important enough to schedule a meeting, it is important enough to have taken notes. +1. We start on time and do not wait for people. People are expected to join no later than the scheduled minute of the meeting, and we don't spend time bringing latecomers up to speed. +1. It can feel rude in video calls to interrupt people. This is because the latency causes you to talk over the speaker for longer than during an in-person meeting. You should not be discouraged by this, as the questions and context provided by interruptions are valuable. +1. We end on the scheduled time. Again, it might feel rude to end a meeting, but you're actually allowing all attendees to be on time for their next meeting. +1. It is unusual to smoke or vape in an open office, and the same goes for video calls - please don't do this out of respect for others on the call. + +For external meetings, the above is also helpful. We also have separate guidance on [how to run a great demo](/handbook/growth/sales/demos). + +### Indicating Availability + +1. Put your planned away time including holidays, vacation, travel time, and other leave in your own calendar. +1. Set your working hours in your Google Calendar - you can do this under _Settings_ > _Working Hours_. This is helpful as we work across different timezones. + +### Google Calendar + +We recommend you set your Google Calendar access permissions to 'Make available for PostHog - See all event details'. Consider marking the following appointments as 'Private': + +1. Personal appointments +1. Particularly confidential & sensitive meetings with third-parties outside of PostHog +1. 1-1 performance or evaluation meetings +1. Meetings on organizational changes diff --git a/content/charters.turnsys.com/pages/66.Handbook.SourceMaterial.company.culture/default.md b/content/charters.turnsys.com/pages/66.Handbook.SourceMaterial.company.culture/default.md new file mode 100644 index 0000000..20416ad --- /dev/null +++ b/content/charters.turnsys.com/pages/66.Handbook.SourceMaterial.company.culture/default.md @@ -0,0 +1,85 @@ +--- +title: 'All remote' +menu: 'All remote' +--- + +--- +title: Culture +sidebar: Handbook +showTitle: true +--- + +So, what's it like working at PostHog? + + + +## All remote + +Our [team](/handbook/company/team) is 100% remote, and distributed across over 10 countries. + +As well as the equipment you'll need, we provide [a budget to help you find coworking space](/handbook/people/spending-money#work-space) or to cover the costs of coffees for those who prefer not to work at home. + +All remote has a bunch of advantages: + +* We can hire [amazing people](/handbook/company/team) from a global talent pool. +* Being remote encourages a deeper level of personal thought and writing things down. +* It allows for uninterrupted work. +* It makes results clearer, which helps us hold people to account for outcomes rather than hours spent in the office. + +## Diverse & inclusive + +This is actually so important to us that it has [its own dedicated page](https://posthog.com/handbook/company/diversity). + +## Extremely transparent + +As the builders of an open-source product, we believe it is only right that we be as transparent as possible as a company. + +This isn't just a meaningless corporate statement. Most of our communication happens publicly on GitHub, our roadmap is open for anyone to see, and our open source handbook explains everything from how we hire and pay team members to how we email investors! + +Almost everything we do is open for anyone else to edit. This includes things like the contents of this very Handbook. Anyone can give direct feedback on work they think could be improved, which helps increase our responsiveness to the community. + +We're committed to much more than just [public code](/handbook/company/values#we-are-open-source). + +## We write everything down + +We're an all-remote company that allows people to work from almost anywhere in the world. With team members across many countries, it's important for us to practice clear communication in ways that help us stay connected and work more efficiently. + +* It creates clear and deep thought. +* We have an open core business model. This helps the community understand our decision-making. +* It is usually clearer than a conversation, so everyone can row in the same direction. +* It is very leveraged as we grow a large community and look to hire people around the world. + +To accomplish this, we use [asynchronous communication](/handbook/company/communication) as a starting point and stay as open and transparent as we can by communicating through public issues, pull requests, and (minimally) Slack. + +Putting things in writing helps us clarify our own ideas, as well as allow others to provide better feedback. It has been key to our development and growth. + +## Don't let others fail + +Everyone should help everyone else raise their game. Fatigue sets in when you complete a task, so it's easier for outsiders to help those creating the work to raise their game. + +We are direct about the quality of work. That doesn't always mean work needs to be completely polished, as it depends on the speed and impact of a task. Being great at [giving and receiving feedback](/handbook/people/feedback) is a key part of of our culture. + +## Bias for action + +If given a choice, go live. If you can't go live, reduce the task size so you can. + +* We are small, and can only win based on speed and agility. +* Going live forces a level of completion, on which you can build. + +Default to _not_ asking for permission to do something if you are acting in the best interests of PostHog. It is ok to ask for more context though. + +## Have fewer meetings + +We're big believers in the importance of the [maker's schedule](http://www.paulgraham.com/makersschedule.html). If we have meetings at all (which we try to avoid, see _"Write stuff down"_ above), we'll cluster them around any standups so our day doesn't get split up. On Tuesdays and Thursdays, we don't have internal meetings at all. Occasionally an external meeting will slip in on those days such as interviews, but we try to keep those to an absolute minimum. + +## Structured for speed and autonomy + +One of the benefits of hiring high-performing, self-sufficient, empowered team members is that we don't need to put in place some of the typical corporate structures and processes that can slow teams down. + +We have optimised for this by introducing [Small Teams](/handbook/people/team-structure/team-structure), which prioritise speed by delegating decision-making autonomy as much as possible. + +Right now, our [management approach](/handbook/company/management) is super simple - James H, Tim and Charles are the only managers, and everyone else reports to one of them. We don't want to create a fancy hierarchy of titles, as we believe this can lead, consciously or not, to people feeling less empowered to make changes and step on toes, especially if they are not in a 'senior' role. + +## A day in the life + + diff --git a/content/charters.turnsys.com/pages/67.Handbook.SourceMaterial.company.diversity/default.md b/content/charters.turnsys.com/pages/67.Handbook.SourceMaterial.company.diversity/default.md new file mode 100644 index 0000000..afc2468 --- /dev/null +++ b/content/charters.turnsys.com/pages/67.Handbook.SourceMaterial.company.diversity/default.md @@ -0,0 +1,69 @@ +--- +title: 'Diversity & inclusion' +menu: 'Diversity & inclusion' +--- + +--- +title: Diversity and Inclusion +sidebar: Handbook +showTitle: true +--- + +PostHog is proud to be an international group of misfits. You can't disrupt an industry by thinking the same way as everyone else. + +## Diversity & inclusion + +Diversity refers to the traits and characteristics that make people unique. While there are an infinite number of differences in humans, most people subconsciously define diversity by categories including gender, race and age. + +Inclusion refers to the behaviours and social norms that make people feel welcome. This includes everyone being treated fairly and with respect, and ensuring that everyone has equal access to opportunities and being able to contribute fully to the company’s success. + +We are aware that Diversity & Inclusion efforts are a lifelong work and that we will never have it all figured out and ‘done’. This means we will have to constantly learn and develop. This also means we will make mistakes - the important thing is that we learn from them. At PostHog, everyone is committed to building a culture of diversity, inclusivity and belonging. + + +## How diversity helps us + +At PostHog, we view diversity as a tactic, like paying people towards the top of the market, or communicating company goals to set context for our team. There is plenty of research into the link between highly diverse teams and increased [performance](https://www.ucdenver.edu/docs/librariesprovider68/default-document-library/jmna-articles-bonuscontent-2.pdf?Status=Temp&sfvrsn=84c0fb9_2) and [innovation](https://www.bcg.com/en-us/publications/2018/how-diverse-leadership-teams-boost-innovation). + +In order to build the most diverse team, we have introduced the [Rooney rule](https://en.wikipedia.org/wiki/Rooney_Rule) to our Recruitment process. Originally implemented by the National Football League (NFL) but increasingly used by companies, the Rooney rule requires at least one person of an underrepresented minority to be considered for every open position. + +In the context of tech and startups, categories of people who are underrepresented include those who identify as: +* A person of color +* Indigenous +* Women +* Members of the LGBTQ+ community +* Being from a working-class background +* Those who struggle with mental illnesses +* Having a disability whether visible or not + +Based on the Rooney rule, we are committed to not only consider a person of an underrepresented minority, but to bring at least one of them into the [final stage of the interview process](/handbook/people/hiring-process/#posthog-superday). In order to be successful with our approach, we focus on diversifying the top of the recruitment funnel. We are committed to not making an offer until we have brought an underrepresented candidate into the final stages. + +We are currently trialing this approach and we still have some limitations to overcome: +* We don’t currently track diversity data as part of the application process. While some characteristics of underrepresentation will be visible in the interview process, others are not. +* For some roles (e.g. Full-Stack Engineer), we hire constantly. This makes the Rooney rule a little harder to make meaningful, but we also want to make sure to keep the pipeline as diverse as possible. +* Speed is a core PostHog value, and that includes hiring. So we need to work out how to be fast, deliver a great candidate experience, while also doing a better job at diversifying our hiring. + +## An inclusive place to work + +We are always keen to find ways to make the culture at PostHog as inclusive as possible. We are by no means perfect, but we are committed to acting with positive intent and pushing ourselves to improve. + +We don't just state that we care - these are some of the things we've implemented so far: + +* [All remote](/handbook/company/team) - so we can hire people from any country in the world. We have people in ~10 countries, with no office. We also provide everyone with $200/month to use on a coworking space of their choice. +* [Asynchronous and transparent communication](/handbook/company/communication) - so people can get the context they need to work effectively across multiple time zones and on schedules that suit them. +* [Unlimited vacation policy](/handbook/people/time-off/#permissionless-time-off) with mandatory minimum time off - so you can fit work around your life. +* Very [generous parental leave](/handbook/people/time-off/#parental-leave) - so those raising families can do so while still working for us. +* Very generous and [transparent pay](/handbook/people/compensation) - to reduce the financial stress that often comes with working for startups, or prevents many from even applying. +* Proactive recruitment to encourage underrepresented groups of people to apply - so we are meeting with a balanced group of applicants for every role. +* Anyone can contribute to [our handbook](/handbook/) - so if we miss something, others can ask for a change in our policy! +* [Paid SuperDay](/careers#the-process) as part of the hiring process - to allow you to see what it's really like working on the team, before starting. +* [Training budget](/handbook/people/training#training-budget) for those in roles where we don't have lots of existing experience as a company. +* Life story Fridays (when we have a new team member, we'll ask them to present their life story for an hour on a Friday) - so you have more context on the points of views of others in the team. +* [Sponsored visas](/handbook/people/hiring-process#visa-sponsorship) for those who need them. +* Health insurance for those from countries that do not provide this freely. +* Mental Health Counselling provided via our partner [Spill](https://www.spill.chat/). + +Are you a potential candidate reading this? [Let us know](mailto:careers@posthog.com) how we can do a better job! + +## Thinking about working here? + +Check out our [careers](/careers) page to see if there could be a fit, or drop us [an email](mailto:careers@posthog.com). diff --git a/content/charters.turnsys.com/pages/68.Handbook.SourceMaterial.company.intro/default.md b/content/charters.turnsys.com/pages/68.Handbook.SourceMaterial.company.intro/default.md new file mode 100644 index 0000000..cad9407 --- /dev/null +++ b/content/charters.turnsys.com/pages/68.Handbook.SourceMaterial.company.intro/default.md @@ -0,0 +1,128 @@ +--- +title: 'TSYS Group overview and introduction' +menu: 'TSYS Group overview and introduction' +--- + +# TSYS Group overview and introduction + +## Introduction + +Welcome to the TSYS Group Company Handbook. This explains how we operate as a company. + +If you are considering joining TSYS Group, or have recently joined, this section will help you navigate the Handbook and highlight some of the most important things you should know about supporting the TSYS Group mission. + +The reason for making this transparent is to improve our communication, one of our [key values](/board/values). + +Anyone can submit a pull request to suggest updates or enhancements to this handbook through the [TSGHandbook repo](https://git.turnsys.com/TSGBod/TSGHandbook) + +We treat this handbook as part of our Docs. Learn how to [update them](/docs/updating-documentation). + +## Big picture + +We encourage everyone to start at the beginning first before diving in. We have a strong bias for action, but it is still worth taking a step back and looking at the 'why' first. This helps ensure sure you have the right context and are working on the right things. + +You should start with the '[Company](//company/story.md)' section and work your way through everything there. It is not a lot to read. In particular, the sections on our [Strategy](/strategy/strategy) and [Roadmap](/strategy/roadmap) are a must-read for everyone. + +Next, familiarize yourself with our approach to [Culture](//company/culture) and our [Values](/company/values). You might take a bit of time to adjust to TSYS Group way of working, and that's ok! In addition to bias for action, you may find that you have a lot more autonomy than you are used to here - you'll realise very quickly that you _shouldn't_ be asking for permission for most things. + +## How we work + +Now it's time to dive into some of the more practical stuff - these are the most important pages: + +1. [Communication](/company/communication) - we have a distinctive style. If TSYS Group is your first all-remote organization, this page is especially helpful. +2. [Team structure](/people/team-structure/team-structure) - we are structured in Small Teams. These pages will help you get the lay of the land, and who does what. +3. [Management](/company/management) - we have a relatively unusual approach to management, and it is possible that you will not be familiar with our approach. + +### Working in Git + +We use [GitHub](https://git.turnsys.com/explore) for _everything_, including non-engineering task management. This might take some getting used to if you are non-technical. + +We use Projects to track the status of Issues in an easily viewable way. It is up to each Small Team to decide how to manage their tasks, and you'll find most have a dedicated Project - [full list here](https://github.com/orgs/PostHog/projects) - and run two week sprints. As part of the onboarding process, you will be invited to the relevant planning meetings. + +## Onboarding + +Our [onboarding checklist](/people/onboarding) will take you through all the main admin bits you need to get set up, The list will vary slightly depending on where you are based and which Small Team you are in. The People team will create an Issue in the Internal repo to track your personal checklist. + +### Other useful resources + +It is worth trying to at least read the entire Handbook once, even if you skim over the other sections. If you are engineer, the CTO and CIO sections will obviously be very useful, but you might want to know how we're approaching our Sales (CRO) or Marketing (CMO) strategy or other aspects. Everything is here in this handbook for everyone to read. + +## TSYS Group Mission + +TSYS Group is a collection of entities whose common goal is providing internet connectivity to everyone in all of North America (in particular rural areas) for $25.00 per user +per month. + +## Who does TSYS Group serve? + +Everyone in North America and international waters who wants internet connectivity. + +## What does the TSYS Group do? + +The TSYS Group seeks to handle every aspect of internet connectivity, soup to nuts. From design and manufacture of the equipment, to +educating users on it's safe and efficient operation to raising the capital for the venture. + +## Where can you contact TSYS Group? + +Website: www.turnsys.com + +## TSYS Group Brands + +### Redwood Group + +The below table documents the not primarily for profit entities performing capital raising and management for TSYS Group entities and their members. + +| Entity | Description | Website | +| -------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------ | +| Redwood Group LLC | Sibling organization to TSYS Group for all capital raising and management | | +| Redwood Springs Capital Partners Management Co LLC | management company of the various funds setup to finance TSYS Group operations | | +| Redwood Family Office LLC | Wealth management/healthcare/estate planning/tax advice broker for LLC members and their families | | + +### Non Profit Properties + +The below table documents the non profit entities performing the educational, advocacy, lobbying and legislative functions for TSYS Group. + +| Entity | Description | Website | +| ---------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ------------------------------- | +| Americans For A Better Network INC | A non profit (seeking 501c3 status) to educate americans about internet provider choices | | +| Free Network Foundation INC | A defunct 501c3 (replaced by AFABN) | | +| Free Network Foundation INC | (wiki) comprehensive body of knowledge about community networking | | +| Free Network Foundation INC | (static files) Assets (pdfs etc) linked from blog/wiki | | +| Side Door (Solutions) Group INC | A non profit (seeking 501c4) / PAC to drive the necessary legislative and executive changes to enable internet for all | | +| TSYS Group Non Profit Portal | Landing page for non profits | | + +### For Profit Properties + +The below table documents the not primarily for profit entities performing the R&D and providing supporting services functions for TSYS Group. + +| Entity | Description | Website | +| ------------------------------------------ | ---------------------------------------------------------------------------------------------- | ------------------------------------ | +| Axios Heart Studios LLC | Art, 2d,3d and other fabrication services for TSYS Group | | +| Suborbital Systems Development Company LLC | Manufacturer of Morse product line - technical blog and information | | +| Suborbital Systems Development Company LLC | Manufacturer of Morse product line - product page | | +| RackRental LLC | network and lab equipment rental by the hour for training, config testing, competitive testing | | +| Team Rental LLC | HR/staffing of IT/dev professionals (2 million net new job goal by 2025) | | +| Known Element Enterprises LLC | IT/business back office services | | +| Your Dream Name Here LLC | Business in a box | | +| The PeerNet LLC | Community, media, public relations / (live/time shifted) streaming/broadcast service | | +| The PeerNet LLC | Software platform powering ThePeerNet.com service | | + +### Coop Properties + +The below table documents the fairshares cooperatives for financing, building, owning and operating community networks. + +| Entity | Description | Website | +| ----------------------------------------- | -------------------------------------------------------- | -------------------------------- | +| High Flight Network Finance Company LLC | Financing network builds | | +| High Flight Network Operating Company LLC | User owned/operated network backbone | | +| KickFund.me LLC | Crowdfunding of network and other infrastructure builds | | +| The Campus Trading Co LLC | treasury/investment management/market and other research | | + +### Misc Properties + +| Entity | Description | Website | +| -------------------- | -------------------------------------- | -------------------------------- | +| CNWCO LLC | Charles Wyble blog | | +| Turn Net Systems LLC | Overall entity for many subsidiary LLC | | +| Turn Net Systems LLC | Governance information for TSYS group | | + +Please see for more information. diff --git a/content/charters.turnsys.com/pages/69.Handbook.SourceMaterial.company.management/default.md b/content/charters.turnsys.com/pages/69.Handbook.SourceMaterial.company.management/default.md new file mode 100644 index 0000000..f6d1b76 --- /dev/null +++ b/content/charters.turnsys.com/pages/69.Handbook.SourceMaterial.company.management/default.md @@ -0,0 +1,74 @@ +--- +title: 'Defining the role of manager' +menu: 'Defining the role of manager' +--- + +--- +title: Management at PostHog +sidebar: Handbook +showTitle: true +--- + +As we grow, we'll increase the number of managers at PostHog. Here's what a manager at PostHog looks like. + +## Defining the role of manager + +A manager at PostHog has two tasks: +1. Making sure their direct reports are happy and productive +1. Setting the right context for direct reports to do their job + +That's it. + +A manager at PostHog is _not_ responsible for: +1. Setting compensation (we have transparent compensation) +1. Setting tasks for their direct reports +1. Creating a career path (career paths should be transparent and documented, and for now centrally managed) +1. "Approving," whether that's projects, expenses, days off or accounts (people should have admin access by default to most things) +1. Giving feedback (managers give feedback in their capacity as individual contributor, but so does everyone else) + + +## What does setting context mean? + +At PostHog, we exclusively hire people that are the best in their field. +That means managers won't need to spend time telling their direct reports what to do. + +However, for those people to make the best decisions, they need context. That context can be: +- what a customer said was or wasn't important to them +- what the metrics are saying needs to be improved +- what another team in the organisation is working on +- what the overall goals are for PostHog + +The shift here, and the biggest difference between PostHog and other places, is that in the end it is up to the individual to make the decisions. +All you can do as a manager is set context. From there, you'll have to trust that we've made the right hiring decisions and that the individual is able to execute on that. If they can't, we have a [generous severance policy](/handbook/people/compensation#severance). + +Decisions aren't just about buying a piece of software or choosing a color for a button. It's also about what to work on, what to invest time in, or where to take entire parts of our product. + +Again, we've hired the best people and have high talent density, so we trust everyone to make these kinds of decisions. + +As a manager, it's tempting to see yourself as the sole owner of all the information, and give it out sparingly. +People will come to you often with questions (because they don't have the context) and when they do you'll get more validation that holding all the context yourself makes you an Important Person. + +What managers should aim for at PostHog is to make themselves obsolete. Share as much context as possible, preferably in written form in a public channel. That way everyone will be able to do their best work. + +## Part-time managers + +Because of the relatively short list of tasks that managers have, management at PostHog is a part-time job. +That means everyone, including the CEO and CTO, still spend the majority of their time on practicing what they do best (which likely isn't management!). + +As an engineer, you wouldn't respect the opinion of someone who can't code on a coding specific question. +As a designer, you really want your manager to have an eye for design. +As an operator, you want to be managed by someone who has scaled a business. +That's why it's important for managers to keep practising their craft. + +Management tasks do come first, as giving context to your team tends to have a multiplying effect vs getting one more PR out. After that though, it's back to work. + +## Anti silos + +There are teams at PostHog that need to work across functions, so we have an anti-silo approach when it comes to the tasks that people work on. + +That means: +* Task setting happens transparently in [Small Teams](structure). Anyone can read notes from or show up to any of the sprint planning meetings. +* Anyone can give feedback to anyone else on their priorities, and it's our expectation they do so. +* Every [Small Team](structure) has complete control over what they ship. + +This has the added benefit of cross functional teams forming as needed, whilst people having a specialist manager (i.e. an engineer managing engineers) as far as we are able. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/70.Handbook.SourceMaterial.company.security/default.md b/content/charters.turnsys.com/pages/70.Handbook.SourceMaterial.company.security/default.md new file mode 100644 index 0000000..882ea4a --- /dev/null +++ b/content/charters.turnsys.com/pages/70.Handbook.SourceMaterial.company.security/default.md @@ -0,0 +1,26 @@ +--- +title: 'Password Managers' +menu: 'Password Managers' +--- + +--- +title: Security +sidebar: Handbook +showTitle: true +--- + +It is critical that everyone in the PostHog team follows these guidelines. We take people not following these rules very seriously - it can put the entire company and all of our users at risk if you do not. + +## Password Managers + +You **must** make use of a password manager; it simply isn't possible to use appropriate passwords securely without one. + +PostHog uses [1password](https://1password.com/) for storing all passwords. + +## Password Strength + +Please use strong passwords for everything. Use the 1password password generator that comes with the app in all cases. Do not repeat passwords across different sites. + +## Dual Factor Authentication + +You should enable dual factor authentication for any account where the option is available, especially those which are core to your work. diff --git a/content/charters.turnsys.com/pages/71.Handbook.SourceMaterial.company.standups/default.md b/content/charters.turnsys.com/pages/71.Handbook.SourceMaterial.company.standups/default.md new file mode 100644 index 0000000..d0577ea --- /dev/null +++ b/content/charters.turnsys.com/pages/71.Handbook.SourceMaterial.company.standups/default.md @@ -0,0 +1,40 @@ +--- +title: 'Daily Standup Schedule' +menu: 'Daily Standup Schedule' +--- + +--- +title: Daily Standups +sidebar: Handbook +showTitle: true +--- + +While we default to [written and asynchronous communication](/handbook/company/communication), we find that having a few regular touch points for the whole team to come together on a call useful for sharing certain types of information, strengthening our culture and discussing more dynamic issues in real time. + +We keep these minimal in terms of time expectation - no more than 2hrs total per week. They are usually scheduled around 8.30am PDT/4.30pm GMT to allow people across multiple timezones to attend more easily. + +You should have been invited to our regular standups as part of your [onboarding](/handbook/people/onboarding). + +## Daily Standup Schedule + +- **Monday** - PostHog News. Members of the team share company-wide updates about things like recruitment, product metrics and commercial performance. The content of these meetings is always confidential. We then go around the team and each person summarises what they did last week and what they plan to do this week. +- **Tuesday** - No standup (we keep Tuesdays meeting-free). +- **Wednesday** - Anyone can propose to have a meeting about any topic. Stuck with a technical problem? Want to get feedback on something? Want to brainstorm? Schedule those meetings during this timeslot and advertise in Slack. +- **Thursday** - No standup (we keep Thursday meeting-free). +- **Friday** - These alternate between Sprint Planning and Life Stories. + +### Sprint Planning + +This is a longer 45min meeting every other Friday where we review the previous two week sprint and then outline what we want to achieve in the next 2 weeks. We split into Engineering and Not Engineering teams for this, but schedule the meetings sequentially so that anyone can sit in on both if they would like to. + +You will be asked to add your comments to the relevant GitHub planning issue in advance of each meeting on Slack the day before. + +### Life Stories + +Alternating with Sprint Planning, Life Stories we hear from 1-2 members of the team who share a bit about themselves with us. No particular format - it's one of the few times a presentation makes sense! Each team member has up to 30min, inclusive of Q&A. These are a fun opportunity for us to get to know a bit about the people we work with, what cool things we didn't know about them, and whether or not they believe that pineapple belongs on pizza... + +## Standup Bot + +Outside of the above meeting schedule, we still write up our tasks in a standard format in Slack - you will be prompted by Standup Bot. You will be asked what you did since the last standup, what you plan to do before the next one, and any issues or blockers you might have. + +This means that everyone still has visibility and context for what everyone else is working on, but delivered in a format that is quick to digest and easier to respond to. We don't do this on meeting-free Tuesdays and Thursday, to minimise interruptions. diff --git a/content/charters.turnsys.com/pages/72.Handbook.SourceMaterial.company.story/default.md b/content/charters.turnsys.com/pages/72.Handbook.SourceMaterial.company.story/default.md new file mode 100644 index 0000000..77548c4 --- /dev/null +++ b/content/charters.turnsys.com/pages/72.Handbook.SourceMaterial.company.story/default.md @@ -0,0 +1,63 @@ +--- +title: 'The start - January, 2020' +menu: 'The start - January, 2020' +--- + +--- +title: Story +sidebar: Handbook +showTitle: true +--- + +## The start - January, 2020 + +PostHog was founded by James and Tim on January 23rd, 2020. + +We started working together on a startup in August 2019 with the first idea being to help engineers manage technical debt. It didn't work out, but we realized the power of treating growth as an engineering problem. We also knew that many engineers struggle to understand their impact on their users. + +There are plenty of product analytics tools out there, but all the alternatives are SaaS-based. While they are very powerful, they can be frustrating for developers. From our perspective, these tools can be problematic because: + +* We didn't want to send all our user data to 3rd parties. +* We wanted full underlying data access. +* They don't give you choice and control over pricing. + +## Launch - February, 2020 + +We got into YCombinator's W20 batch, and just a couple of weeks after starting realized that we needed to build PostHog. + +We launched on [Hacker News](https://news.ycombinator.com/item?id=22376732) with our MVP, just 4 weeks after we started writing code. + +The response was overwhelmingly positive. We had over 300 deployments in a couple of days. 2 weeks later, we'd gone past 1,500 stars on [GitHub](https://github.com/PostHog/posthog). + +Since then, we've realized that the same reasons that PostHog was appealing to us as individual developers are the reasons why many enterprise customers also find the software is very appealing. We got a lot of inbound demand, and realized we weren't just onto a cool side project, we were onto what could be a huge company. + +## \$3M Seed round - April, 2020 + +After we finished YCombinator, [we raised a \$3.025M seed round](../../blog/raising-3m-for-os). This was from YCombinator's Continuity Fund, 1984 Ventures. You can learn more about how we raised the money. + +As we started raising, we started hiring. We brought on board [Marius, Eric and James G](../../handbook/company/team). + +## First 1,000 users - May, 2020 + +We kept shipping, people kept coming! + +## Billions of events supported - October, 2020 + +This was a major update - PostHog started providing [ClickHouse support](../../blog/the-posthog-array-1-15-0#clickhouse-). Whilst we launched based on PostgreSQL, as it was the fastest option, this enabled us to scale to billions of events. + +## Building a platform - November, 2020 + +We realized that our users, whether they're startups, scale ups or enterprises, have simple needs across a broad range of use cases in understanding user behavior. + +PostHog now supports [product analytics](../../product-features/trends), [feature flags](../../product-features/feature-flags), [session recording](../../product-features/session-recording) and [plugins](../../product-features/plugins) (beta). + +## $9M Series A - December, 2020 + +We kept growing organically and took the opportunity to raise a \$9M Series A, topping our funding up to [$12M](../../blog/posthog-announces-9-million-dollar-series-A) led by [GV](https://www.gv.com/) (formerly Google Ventures). + +Our focus remains firmly product, engineering and design oriented, so we're increasing our team in those areas. + +We've now people in 10 countries around the world, and still feel like it's day one. + +Everyone takes a mandatory two weeks off over Christmas to relax. + diff --git a/content/charters.turnsys.com/pages/73.Handbook.SourceMaterial.company.team.charles-cook/default.md b/content/charters.turnsys.com/pages/73.Handbook.SourceMaterial.company.team.charles-cook/default.md new file mode 100644 index 0000000..210412d --- /dev/null +++ b/content/charters.turnsys.com/pages/73.Handbook.SourceMaterial.company.team.charles-cook/default.md @@ -0,0 +1,64 @@ +--- +title: 'Bio' +menu: 'Bio' +--- + +--- +title: Charles Cook's README +sidebar: Handbook +showTitle: true +--- + +This guide might be helpful in working with me. + +## Bio + +Born and raised in the United Arab Emirates, I'm half British, half Lebanese, and lived in a variety of places growing up across the Middle East, Africa and Europe. Now based in London, I live with my wife Steph and son Remy, who was serendipitously born right at the beginning of lockdown here in the UK. + +I take care of all things business ops-related at Posthog, across finance, people, legal and basically anything else that doesn't involve actually building the product! Posthog is now my 3rd startup - I was previously COO at [Vitl](https://vitl.com), (personalised nutrition), and before that I was Director of Product at [ROLI](https://roli.com) (electronic music products). + +I'm a big fan of terrible jokes, beautifully crafted sandwiches and looking at [designer houses](https://www.themodernhouse.com/) I will never live in. I like to occasionally torment my son with my piano playing and spend more time than is probably reasonable making lists of things, à la [High Fidelity](https://en.wikipedia.org/wiki/High_Fidelity_(film)). + +## Areas of responsibility + +- Making sure all our business operations run smoothly +- All of our finance stuff (accounting, tax etc.) +- Any legal matters, including compliance and privacy +- Sales operations, ie. making sure we follow up with customers, generating quotes +- Customer support oversight +- I contribute a lot to our people and culture initiatives +- Investor relations and fundraising ops, supporting Tim and James +- I do regular 1-1s with most of the team to chat about non-work stuff + +## Quirks + +- I'm hyper responsive across any channel (email/Slack/whatever) - don't worry about interrupting me if you have a question! Always happy to take a quick call too if you prefer. +- I definitely err on the side of speed at the expense of polish. Sometimes this means I don't take enough time to bring other people on board when I should. +- I tend towards being generous with spending money, _especially_ if it means getting something done faster. +- I make a lot of jokes at my own expense. I encourage you to as well. +- You don't have to 'earn' my trust - I like to assume high trust with people I work with from the start and go from there. +- I don't respond to work emails at evenings or weekends. I do have Slack on my phone if something really urgent comes up though. Please don't abuse this. + +## What I value + +- [Brutal honesty, delivered kindly](https://feld.com/archives/2014/08/brutal-honesty-delivered-kindly.html). +- Kindness generally, in fact. +- Not taking yourself too seriously and keeping a sense of perspective. +- Speed - I can get frustrated if people don't move as quickly as I like to. +- People who understand privilege and how it affects power dynamics. +- Taking on something that is outside your comfort zone if no one else is available. + +## How I can help you + +- I can help you figure out where X account is, what our Y number is or where we keep Z thingy. +- I can help you unblock any legal or financial issues. Anything admin-related really. +- I can be a listening ear any time you need, for work or non-work stuff. +- I can provide you with general career advice, especially if you are interested in people management. + +## How you can help me + +- Tell me what we could be doing better from a company-building perspective. I'm particularly interested in unusual ideas. +- Let me know when I need to slow down and do something to a higher standard. +- I try to make sure our ops systems for things like expenses have an absolutely minimal impact on your time. Please don't make me chase you for boring admin stuff like that. +- If you need something from me, let me know when you need it by. Otherwise I'll probably do it immediately. + diff --git a/content/charters.turnsys.com/pages/74.Handbook.SourceMaterial.company.team.tim-glaser/default.md b/content/charters.turnsys.com/pages/74.Handbook.SourceMaterial.company.team.tim-glaser/default.md new file mode 100644 index 0000000..37bc1e6 --- /dev/null +++ b/content/charters.turnsys.com/pages/74.Handbook.SourceMaterial.company.team.tim-glaser/default.md @@ -0,0 +1,73 @@ +--- +title: 'Bio' +menu: 'Bio' +--- + +--- +title: Tim Glaser's README +sidebar: Handbook +showTitle: true +--- + +This guide might be helpful in working with me. + +## Bio + +I've been coding since I've been 11, which isn't as long ago as I'd like it to be. Someone first paid me to write code when I was 13 (though I'm sure they regretted it) and someone else gainfully employed me when I was 16. + +Originally from the Netherlands, though I quickly moved to London (I do not generally enjoy nice weather) where I joined Arachnys and shortly met James Hawkins. I went from being a software engineer, to product manager, to "leading" an R&D team, which consisted of just me. + +After four years I thought it was time to go do something else and had lined up a new job. Roughly 37 seconds after it was announced James wanted to "grab a beer." While plying me with alcohol, he convinced me to give up this fancy new job and instead start a startup with him. + +In my 'spare' time, I fall down snowy mountains, wrestle in the mud over an egg-shaped ball and watch a lot of Bondi beach in order to perfect my Australian accent. + +## Areas of responsibility + +- Build the engineering team +- Make sure we move fast +- Make sure the engineering team has all the context it needs +- Make sure the engineering team is happy +- Make sure we're building in the right direction +- Sounding board to James Hawkins (CEO) + +## Quirks + +- I come out with opinions quickly and strongly. They are actually weakly held so please push back when you disagree, I'll take it well. +- I will likely talk way too much. Please just interject/talk over me. +- A lot of what I say sounds like a definitive statement ("this is what we're going to do") when I actually mean "here's something we could do". +- I'm easily distracted in meetings and can come across as disinterested. It's something I'm working on but if you notice I'm drifting off please mention it. +- Weekends are holy to me and I'll almost never work on a weekend (and don't expect anyone else to!). I also don't like to have meetings after ~8pm my time, or before 10-11am. +- Please don't message me "hey" and then spend 3 minutes typing your question. Adding those two together is fine. +- I like my meetings clustered together. +- I can be too frugal with company money. + +## What I value + +- Ownership. Please don't wait for me to give the go-ahead. Bias over action. +- People who get things done without me having to chase. I love it if we mention something should get done and there's a PR for it the next day. +- Speed. It's much easier to get things right if you take more shots at goal. Let's just get something up and iterate on it. +- Receiving feedback. Please give me a ton of feedback, I still have a huge amount to go and will only improve if I get feedback. +- When I give feedback, I'd appreciate if you consider it first before defending yourself. I may have gotten it wrong and feel free to push back, but I don't like it when people start defending themselves straight away. +- I'm not a big fan of meetings. Please write your thoughts up in a GitHub issue/PR first. We can always have a meeting after that which will likely be more productive. +- I like short, to the point writing. Use short words, bullet points and screenshots. +- Directness. If you don't like something please just say so. + + +## How I can help you + +- I can help you figure out how to build something in 1/2 the time you think it should take +- I can help you figure out what you should be working on +- I can help you figure out what to do in your career +- I can help be a rubber duck +- I can help bounce ideas around + +## How you can help me + +- Come to 1:1s with an agenda and clear things I can help with +- Give me feedback +- Bring up problems, don't hide them. As a startup we'll always have a million problems, it's our job to surface those and fix the important ones. + +## Nomading + +I currently don't have a fixed address, and tend to move places every 2-3 months. If I remember to update it, [you can see where I am and where I'm going here](https://nomadlist.com/@timgl). I'd love to meet up with anyone if it's within a reasonable distance (and sometimes even if it's not). Would love for you to reach out and organise something. + diff --git a/content/charters.turnsys.com/pages/75.Handbook.SourceMaterial.company.values/default.md b/content/charters.turnsys.com/pages/75.Handbook.SourceMaterial.company.values/default.md new file mode 100644 index 0000000..aaa516a --- /dev/null +++ b/content/charters.turnsys.com/pages/75.Handbook.SourceMaterial.company.values/default.md @@ -0,0 +1,47 @@ +--- +title: 'We are open source' +menu: 'We are open source' +--- + + +We think of the company as a product, not just the software we're building. This is what we *currently* value in how we operate - this may evolve as we grow. + +## We are open source + +Building a huge community around a free-for-life product is key to [PostHog's strategy](/handbook/strategy/strategy). + +We default to transparency with everything we work on. That means we make public our handbook, our roadmap, how we pay (or even let go of) people, what our strategy is, and who we have raised money from. + +This enables the strongest community growth possible. It causes the core team to raise the bar on their work, it provides the context needed for people to work across multiple timezones, and it enables a deep work-heavy and meeting-light culture. It creates trust. + +## We haven't built our defining feature yet + +We will never stop innovating. + +The more valuable we make our product, the better every team in the company will perform. That means more features, more polish, fewer bugs, and pushing for as much ambition as possible. + +You learn faster by getting what you're working on into the real world. We expect you to ship new designs, features or whatever is needed for your role in tiny chunks, frequently, and often a little before you feel ready. + +Iteration is a *huge deal* to us. + +## Everyone codes + +...although this doesn't mean everyone has to be a software developer, and not everyone needs experience in this before they join. + +Our platform is built for developers, and we use GitHub to build a large community of technical users. Being able to do the basics of shipping, no matter your role, helps understand the people who we're building for and it helps empower teams outside of engineering with greater context. + +Whether you're a designer or you're in operations, we will encourage and help you to be able to make basic changes to our website and docs on GitHub. + +## Step on toes + +PostHog is driven by context-based leadership. We'll explain what we need to achieve, but the reason we hire the best people is that they know what to do. + +We expect you to pick out the very most important thing you can think of, and work on that. It is *not* ok to follow instructions blindly - not that you're likely to receive instructions in any case. We judge your performance based on the results you deliver overall. You'll make a lot of mistakes along the way - and that's ok! What matters is that you're making mistakes quickly, iterating, and getting better over time. + +Likewise, [we don't expect you to watch your colleagues fail](/handbook/company/culture/#dont-let-others-fail) - it is a basic part of working at PostHog that you provide direct feedback to those around you. If you don't give feedback when you see something going wrong, you have missed an opportunity to make PostHog better. + +## Talent compounds + +Getting into PostHog is a huge challenge. Once you're here, it stays that way. We are *extremely* demanding of performance. What is most important to us is the quality of your output - not the number of hours that you put in. + +In return, you get to work with others producing the best work of their careers. We are a team, not a family - we pay top of market, offer exceptional benefits, provide an environment for you to do your best work, and give generous severance. diff --git a/content/charters.turnsys.com/pages/76.Handbook.SourceMaterial.company.working-with-design/default.md b/content/charters.turnsys.com/pages/76.Handbook.SourceMaterial.company.working-with-design/default.md new file mode 100644 index 0000000..b234aae --- /dev/null +++ b/content/charters.turnsys.com/pages/76.Handbook.SourceMaterial.company.working-with-design/default.md @@ -0,0 +1,125 @@ +--- +title: 'working-with-design' +menu: 'working-with-design' +--- + +--- +title: Working with Design +sidebar: Handbook +showTitle: true +--- + +Design is currently a shared resource at PostHog. This explains what we do, our design process, and how we can assist across the PostHog team. + +## Design's Role at PostHog + +1. Support Small Teams (and contributors) in building better versions of PostHog +1. Enable customers to build better products (using PostHog) +1. Communicate to prospective customers the value we provide + +### Tangibly, we: + +1. Initiate new projects to support the roles listed above +1. Support Small Teams in completing their sprint tasks +1. Iterate based on feedback from customers + +## Our Process + +Design tasks are managed with our [GitHub Org project](https://github.com/orgs/PostHog/projects/3), otherwise known as our Design Board. This aggregates design-related tasks from the main three repositories for the company: + +1. [PostHog app](https://github.com/PostHog/posthog) - open source repo +1. [posthog.com](https://github.com/PostHog/posthog.com) - website + docs +1. Internal - higher-level company strategy + +### How Our Design Board Works + +Cards generally move from left to right. + +1. **Backlog** - Things on our radar, and where triaged requests will land unless they're urgent enough to pick up immediately +1. **This week** - Equivalent of our sprint +1. **In progress** - Tasks we've started but haven't completed +1. **Awaiting implementation** - In development or in review +1. **Done** - Shipped! 🚀 + +## Design Request Process + +Since design is currently a shared resource, the best way design requests can be handled is by creating an issue in the relevant repository, then adding to the _Design_ project. + +![image](https://user-images.githubusercontent.com/154479/114764251-b759b500-9d31-11eb-9767-c9fd9aad25b2.png) + +After triaging, the Issue will appear in our [GitHub Org project](https://github.com/orgs/PostHog/projects/3) where we manage our current design projects. + +The following details will help us triage incoming requests: + +1. What do you need designed and why? +1. What is the deadline? + +**Note:** We may defer some design requests if we're planning a larger overhaul in the near term. For example, if a request is to create an icon, we may suggest an alternate solution (like pulling an icon from The Noun Project) if we have a larger plan for revamping all icons in a section in the near future. + +### When to Loop in Design + +Because we hire self-starters, there is no expectation that every project should start by running through design _first_. + +Depending on your preferred workflow, there are different ways we can get involved. + +When looping in design, be sure to reference a GitHub issue so we have full context of the problem. Threads should primarily be kept on GitHub. (If an Issue is time-sensitive, mention the Issue on Slack in `#design-feedback`.) + +_The scenarios below largely pertain to work on the main PostHog app._ + +**If you built something and just need some polish...** + +Feel free to share a link (or screenshot) of what you've built. We can provide UX or design feedback for your consideration. + +**If you built something and realize it needs some UX love...** + +Share a link (or screenshot) of what you've built. Depending on the state of the project, we can either go back to the wireframe stage to rethink some things, or figure out a phased approach to incremental improvement. + +**If you designed your own wireframes or mocks...** + +Sometimes if you have domain knowledge or have been thinking about a project for a while, it might make more sense for you to start the design process. Feel free to share with us for a second opinion, or if you think certain UIs or flows are suboptimal. + +**If you'd like some design help before you break ground...** + +More like a typical product development process, please share the high level goals or spec, or any other documentation you have about a feature or enhancement. Be sure to specify the line between MVP and nice-to-haves. + +**Need help brainstorming a flow?** + +Provide as much documentation about the goals of the project. Depending on the project, we may be able to sketch out some ideas and share in the GitHub issue. + +In some cases, it may make sense to jump on a Zoom to sketch out some ideas together. + +## Sharing work in progress + +We often share designs in early, unfinished phases. Since our audience is developer-friendly, we have a built-in audience to gut check our designs and solicit feedback. + +When providing feedback, it's worth keeping in mind the level of fidelity of the mockup we're sharing for feedback. + +### Wireframes + +If an early draft is being shared, we'll build a wireframe in Balsamiq. At this stage, we're mostly focused on laying out content, crafting messaging, and loosely tying in a visual hierarchy and layout. (Don't look too closely at fonts, specific colors, or visualizations - those come later.) + +_Note: Balsamiq uses its own Comic Sans-style font. Don't get hung up on this!_ + +![image](https://user-images.githubusercontent.com/154479/114972248-2b887b80-9e4c-11eb-92fe-bce7bf14c808.png) + +### Mockups + +Once a design is laid out, we'll move into hi-fidelity mockups built in Figma. This process usually takes a few rounds to perfect, and we often iterate up until the moment the design is passed off for development. + +### Providing feedback + +We typically share links to mockups in the relevant GitHub Issue. + +When we share a design, we do our best to explain the type of feedback we're looking for. (Ex: Overall visual aesthetic, flow, if a design communicates to our developer-focused audience, etc.) + +Our main design tools, Balsamiq and Figma, both have built-in commenting. If your feedback is specific to an element on the page, please leave a comment inside the app's comment system. This helps us review and take action on comments later. + +If your feedback is higher level, summarize your feedback in the GitHub Issue itself for a higher-level discussion. + +## Slack + +We often use the `#design-feedback` Slack channel to share updates when we're particularly interested in feedback. We'll always link to the relevant place for discussion. (It's best to keep direct feedback off of Slack.) + +This Slack channel isn't limited to the design team. If you're looking for a second opinion on the UX of something you're building, we encourage anyone to share screenshots and a link to Figma or wherever the mockup was produced so we can provide useful feedback or assist in iterating on a design. + +If the design requires further collaboration, create an Issue. diff --git a/content/charters.turnsys.com/pages/77.Handbook.SourceMaterial.engineering.beginners-guide.developer-workflow/default.md b/content/charters.turnsys.com/pages/77.Handbook.SourceMaterial.engineering.beginners-guide.developer-workflow/default.md new file mode 100644 index 0000000..759b817 --- /dev/null +++ b/content/charters.turnsys.com/pages/77.Handbook.SourceMaterial.engineering.beginners-guide.developer-workflow/default.md @@ -0,0 +1,70 @@ +--- +title: 'Backend w/ Vscode' +menu: 'Backend w/ Vscode' +--- + +--- +title: 4. Developer Workflow +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +If you haven't already, it's worth your time to read [Contributing to PostHog](https://posthog.com/docs/contributing). + +Most developers use either [vscode](https://code.visualstudio.com/) or [pycharm](https://www.jetbrains.com/pycharm/) but +you are free to use whatever IDE makes the most sense to you. + +## Backend w/ Vscode + +1. Create a git branch +2. Start PostHog with `bin/start` +3. Open app in Chrome and login +4. Open Chrome devtools to network tab +5. Navigate to scene (aka screen or page) and click on the area of interest +6. Find network request in devtools and find request + - Request maps to ./posthog/api/*.py, i.e. http://localhost:8000/api/insight/funnel/?insight=FUNNELS -> ./posthog/api/insight.py:197 +7. Make code changes including tests + - Use [print()](https://realpython.com/python-print/) as needed for debugging + - Some developers prefer [Pycharm](https://www.jetbrains.com/pycharm/) for local development +8. Run backend tests + - `bin/tests posthog` runs only posthog tests excluding ee tests + - `./bin/tests ee/clickhouse/queries/test/test_trends.py -k test_active_user_math` for specific tests +9. Commit changes to git branch +10. Open PR for review + - Include Github issue number `#1234` which Github will automatically link for you + +## Frontend w/ Vscode + +1. Same as backend 1-5 +2. Find frontend code, i.e. `frontend/src/scenes/insights/Insight.tsx` +3. Use `console.log` liberally +3. As of writing, there are no unit tests for the frontend although we do have integration tests for the frontend via Cypress +4. Same as backend 9-10 + +## Alternative: Pycharm + +Some developers prefer to use [Pycharm](https://www.jetbrains.com/pycharm/) and for +good reason. While there are many benefits, below you'll find a few keys benefits. + +1. `Debugging and no print() statements` this is probably the biggest win in my opinion. + Since we are learning a new codebase there is no shame in having an assistant. Pycharm + will show you the call stack and variable values. This is huge for understanding what + is going on. +2. `Code navigation` when you are new to a codebase, moving easily through the code + can be a real challenge, especially when there are multiple layers of abstraction. + Pycharm allows you to Ctrl+Click nearly all methods to jump to their definitions. + While editors like vscode have a similar feature, you'll find that Pycharm works + in cases where vscode does not. +3. `Run configurations` make starting celery, django, and webpack services simple. It's + mostly just clicking things. +4. `Excellent TypeScript support` with code completion and type checking directly in your + editor. +5. `Click instead of type` which means that you spend much more time typing code than + running commands. Nearly everything in Pycharm is clickable. + +Pycharm offers a try it for free 30-day trial. It's recommended that you use it for at least +that amount of time before you buy. I recommend watching [The Future of Programming](https://www.youtube.com/watch?v=8pTEmbeENF4) +that will blow your mind and perhaps give you a new perspective on tools like these. + +**[Next: Technologies to learn](technologies-to-learn)** diff --git a/content/charters.turnsys.com/pages/78.Handbook.SourceMaterial.engineering.beginners-guide.getting-started/default.md b/content/charters.turnsys.com/pages/78.Handbook.SourceMaterial.engineering.beginners-guide.getting-started/default.md new file mode 100644 index 0000000..1c84de6 --- /dev/null +++ b/content/charters.turnsys.com/pages/78.Handbook.SourceMaterial.engineering.beginners-guide.getting-started/default.md @@ -0,0 +1,32 @@ +--- +title: 'First goals' +menu: 'First goals' +--- + +--- +title: 3. Getting Started +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## First goals + +1. Set up your dev environment and configure with your IDE +2. Get PostHog running locally on Postgres: [http://localhost:8000](http://localhost:8000). You'll need postgres, redis, celery, and django running. +3. Successfully run PostHog tests: `bin/tests posthog` (which omits Clickhouse tests) +4. Create [your first PR](https://github.com/PostHog/posthog/issues?q=is%3Aissue+is%3Aopen+label%3A%22good+first+issue%22) + and have it be approved. If you work for PostHog someone (Tim or small team lead) will suggest the + first assignment. + +## Suggested learning roadmap + +1. [Setup your local dev environment](https://posthog.com/docs/developing-locally) +2. Ask your [PostHog Buddy](https://posthog.com/handbook/people/onboarding#posthog-buddy) for a product walk-thru. It's important to get to know the product you are building. I recommend doing this before you become deeply involved in it's internal design. This is a great time to view our product through the eyes of our users. +3. [Review PostHog Project Structure](https://posthog.com/docs/project-structure) +4. Learn [React](https://reactjs.org/docs/hello-world.html), [Redux](https://redux.js.org/introduction/core-concepts), and [Kea](https://kea.js.org/docs/introduction/what-is-kea) - If you're experienced with frontend frameworks I suggest going directly to Kea. +5. Take a brief overview of [Python](https://learnxinyminutes.com/docs/python/). +6. Complete [Django Tutorial 1-5 of 7 parts, skip 6+](https://docs.djangoproject.com/en/3.1/intro/tutorial01/). If you're interested in learning more about Django, pick a copy of [Django book](https://www.feldroy.com/products/two-scoops-of-django-3-x). The company will happily pay for this since they [believe in training us to do our jobs with excellent](https://posthog.com/handbook/people/training). Great place to work, right? + +**[Next: Developer Workflow](developer-workflow)** + diff --git a/content/charters.turnsys.com/pages/79.Handbook.SourceMaterial.engineering.beginners-guide.getting-to-know-posthog/default.md b/content/charters.turnsys.com/pages/79.Handbook.SourceMaterial.engineering.beginners-guide.getting-to-know-posthog/default.md new file mode 100644 index 0000000..5f46810 --- /dev/null +++ b/content/charters.turnsys.com/pages/79.Handbook.SourceMaterial.engineering.beginners-guide.getting-to-know-posthog/default.md @@ -0,0 +1,27 @@ +--- +title: 'PostHog via James Hawkins, CEO' +menu: 'PostHog via James Hawkins, CEO' +--- + +--- +title: 2. Getting To Know PostHog +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +It's surprising how enjoyable and calming learning about PostHog's people can be. +You'll find [all their bios here](../../people/team). It's well worth your time! + +### PostHog via James Hawkins, CEO + +Additionally, James put together some great YouTube videos. I watched them all. + +- [Why we built our business in the first place](https://www.youtube.com/watch?v=TIxxIEEvczM) +- [Open Source is Eating SaaS](https://www.youtube.com/watch?v=bh3j_9jVeqg) +- [How we raised a $3M seed round a few weeks after starting our open source project](https://www.youtube.com/watch?v=lJ41-95Ey3w) +- [Open source business models - your choices and how PostHog makes money](https://www.youtube.com/watch?v=L1Ovbzs7vyo) +- [We've never met each other in real life. How we designed PostHog for remote work from day one.](https://www.youtube.com/watch?v=rRwzJiljpSA) +- [Coffee + iPads + Feedback = A day in the of PostHog's graphic designer](https://www.youtube.com/watch?v=xlODCLrZyvM) by Lottie (helpful to see the design side of PostHog) + + **[Next: Getting started](getting-started)** diff --git a/content/charters.turnsys.com/pages/80.Handbook.SourceMaterial.engineering.beginners-guide.introduction/default.md b/content/charters.turnsys.com/pages/80.Handbook.SourceMaterial.engineering.beginners-guide.introduction/default.md new file mode 100644 index 0000000..6d8badf --- /dev/null +++ b/content/charters.turnsys.com/pages/80.Handbook.SourceMaterial.engineering.beginners-guide.introduction/default.md @@ -0,0 +1,80 @@ +--- +title: 'Introduction' +menu: 'Introduction' +--- + +--- +title: 1. Beginner's Guide +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## Introduction + +The *Beginners Guide* started as a project to help me and others get up to speed on PostHog's tech stack. +I also wanted to include bits of advice to make the process encouraging to make working on PostHog even better. +I needed this approach personally since I've been hardcore programming in other languages and tech stacks +for years so most of PostHog's tech stack was newish to me. + +## Consider your learning style + +Some people like to jump in and go. Some people like to read the docs. I'm the latter. Another way of saying it +that I'm a holistic learner. My plan was to spend part of the time accomplishing work given to me and part +of the time on intentional education. The point is to know your own learning style so that you can be effective. +To that end, if you're a get started now type, you'll appreciate the +[getting started section](getting-started). + +It's also important to note that whatever you learn needs to be reviewed several times. It doesn't +matter what learning style you have because review is essential to learning from a neuroscience +perspective. If you create small exercises for yourself such as the projects I've created in this repo +you'll do even better. The good news is that this process doesn't take up an extraordinary amount of time. + +## A word about mindset + +> You get more than you give. + +My mindset is one of wanting to get the most out of life. For me, in part, that +means being excellent and taking full ownership of my career. Learning new +material can be overwhelming not to mention difficult. But remember this: +*it's worth it*! Investing in yourself makes for a better, more capable +version of you. Therefore, trust the difficult process of learning and elevate +your skills. The future you will thank you for your hard work. + +If you get discouraged come back to this section. + +## What has helped me personally + +First thing to remember: starting a new job is like beginning a book in the middle of a +series where the characters are well-formed, and the story is far along. It's fair to say, +you have no idea what is going on. You can read words and understand but not understand +why they are being said. There our goal is to *develop a solid mental model for the codebase*. + +> “You don’t care about the answer until you have the question.” - Unknown + +- On my first day, I was given an assignment to work on. It began the process of showing me what I needed to learn. Struggling to complete the assignment helped me to *have the question* from the quote above. +- Reading the [project structure doc](/docs/project-structure) +- Browsing the [issues in GitHub](https://github.com/PostHog/posthog/issues) by playing with the various labels. This helped me get a better feel for PostHog's communication style and open-mindedness. +- Pairing with Tim & Eric. They used devtools to examine network traffic, console.log, and I was able to ask specific questions. It was basic stuff and reminded me to use the basic tools I've been using for years. I guess the anxiety of a new job confused my brain a little. +- Reading the kea docs. This is *clutch* to understand the frontend. It's a rather nice library but you won't make progress without understanding Kea. +- Creating a simple app with create-react-app with typescript support `yarn create react-app learn-kea-typescript --template typescript` + +> "Take care of yourself. There's no need to burnout in the first month." - Eltje + +- Eltje encouraged me to take care of myself, so I did. + +> "So, what?!" - [Dare: The New Way to End Anxiety and Stop Panic Attacks](https://www.amazon.com/Dare-Anxiety-Stop-Panic-Attacks/dp/0956596258/) where "D" stands for defuse the anxiety by considering the worst and saying so what. + +- Often I felt anxious about my daily contributions. Using the quote above really helps deal with this kind of anxiety. So what if I fail to deliver these assignments timely?! I'm an expert and in time I'll be a great asset to PostHog. +- Additionally, it's important to remember to trust the process. Being new (bad) at something isn't a great feeling initially until you realize that it's a part of the process. Soon you'll be good. It's better to reframe and remember that you only get to have new eyes once. Plus, it's fun to learn new things. + +> "When you are working, close your email and slack. No one is watching to see if you are online. In fact, it's the opposite." - Tim, CTO + +- Tim told me this on the first or second day, and it was liberating. It allowed me to think of my role as a true `async` open-source contributor. Do what needs to be done so that you can be the most effective. + +> Read the docs + +- For my learning style, this has been a **must**. I'm keeping a list of resources for learning I've used. +- I also spent time creating projects as you see in this repo which helped me consolidate the knowledge I was gaining. + +**[Next: Getting to know PostHog](getting-to-know-posthog)** diff --git a/content/charters.turnsys.com/pages/81.Handbook.SourceMaterial.engineering.beginners-guide.notes.django/default.md b/content/charters.turnsys.com/pages/81.Handbook.SourceMaterial.engineering.beginners-guide.notes.django/default.md new file mode 100644 index 0000000..a081d0c --- /dev/null +++ b/content/charters.turnsys.com/pages/81.Handbook.SourceMaterial.engineering.beginners-guide.notes.django/default.md @@ -0,0 +1,37 @@ +--- +title: 'Start here' +menu: 'Start here' +--- + +--- +title: Our Notes On Django +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## Start here + +If, like me, you haven't worked with Django before, the best place to start with is +[Writing your first Django app](https://docs.djangoproject.com/en/3.1/intro/tutorial01/) +from the official Django website. This gives you a quick understanding of the major +parts of Django without needing to read an entire book to get it. + +## Useful Django commands + +- `django-admin startproject mysite` - creates Django project +- `python manage.py runserver` - starts Django web server (optionally add a port at the end `8080`) +- `python manage.py startapp polls` - creates Django app in project +- `python manage.py makemigrations polls` - creates migration scripts in migrations folder +- `python manage.py sqlmigrate polls 0001` - shows SQL that will run for this migration but doesn't perform it +- `python manage.py migrate` - performs all migrations +- `python manage.py shell` - puts you in a Django ORM shell to play with the models on the command-line +- `python manage.py createsuperuser` - creates super user for django admin app which comes by default with all Django projects, url `/admin` +- `python manage.py test polls` - run tests for polls app + +## Useful resources +- [Writing your first Django app](https://docs.djangoproject.com/en/3.1/intro/tutorial01/). I recommend + reading Parts 1-5 of the 7 parts, skip 6+ since they are not relevant to PostHog. We do use Django built-in testing so part 5 is required reading. +- [Two Scoops of Django (e-book)](https://www.feldroy.com/products/two-scoops-of-django-3-x) + +**[Back: Technologies to learn](../technologies-to-learn)** \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/82.Handbook.SourceMaterial.engineering.beginners-guide.notes.docker/default.md b/content/charters.turnsys.com/pages/82.Handbook.SourceMaterial.engineering.beginners-guide.notes.docker/default.md new file mode 100644 index 0000000..38906fa --- /dev/null +++ b/content/charters.turnsys.com/pages/82.Handbook.SourceMaterial.engineering.beginners-guide.notes.docker/default.md @@ -0,0 +1,108 @@ +--- +title: 'Docker Nomenclature and Notes' +menu: 'Docker Nomenclature and Notes' +--- + +--- +title: Our Notes On Docker +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## Docker Nomenclature and Notes + +- `Docker Image` - the actual package, **artifact** which can be shared with others, docker images are built in layers via Dockerfile +- `Docker Container` - a *running* instance of a docker image, file system is virtual, contains a port for communication +- Docker run - command which executes *pull* and *start* (only pulls images we do not have locally) +- Docker vs Virtual Machine + - Operating System = Hardware > OS Kernel (layer 1) > Applications (layer 2) + - Docker = Virtualization of applications (layer 2) + - Virtual Image = Virtualization of OS (layer 1) + - Benefits of Docker = images are much smaller, runs faster + - Benefits of VM = you can run different OS (Windows on Linux) since it has it's own OS Kernel +- Docker Port vs Host Port + - Multiple containers may use the same port + - Bind host port to docker port, i.e. host 3000 -> docker 3000, host 3001 -> docker 3000 +- `Docker Compose` + - Configuration file specifying *docker commands* to make it easier to work with + - Automatically handles creating a common *docker network* + - Docker compose is usually installed with docker so you already have it +- `Docker Volumes` + - Provides data persistence between host machine and docker containers + - The data between volumes is replicated between the host and docker container volumes + - 3 docker volume types: specified, anonymous, and named volumes, named volumes on the host are managed by docker + - Production should use *named volumes* + - Container Mongodb = /data/db + - Container MySQL = /var/lib/myself + - Container Postgres = /var/lib/postgres/data + - Host Windows = C:\ProgramData\docker\volumes + - Host Linux = /var/lib/docker/volumes/[hash]/_data + - Host Mac = /var/lib/docker/volumes/[hash]/_data + - `screen ~/Library/Containers/com.docker.docker/Data/com.docker.driver.amd64-linux/tty` add access linux VM on mac where data is stored, `ctrl + a + k` to exit screen session + +## Basic commands + +- `docker pull` downloads a docker image locally +- `docker images` shows a list of local docker images and their sizes +- `docker run` run a docker container, it's two commands in one *docker pull* and *docker start* +- `docker run -d` runs the docker container in *detach mode* +- `docker run -p` binds the container to host port i.e. *-p6000:6370*, *-p [host]:[container]* +- `docker run --name` give the container a name so that you do not need to use the SHA +- `docker run -d -it python` runs python images in *interactive terminal* mode +- `docker run -e` runs an image with an environment variable +- `docker run -net` specify a docker network to run within +- `docker start` start a container, retains the settings from the run command +- `docker stop` - stops a container +- `docker ps` shows *running* containers +- `docker ps -a` shows *running and not-running* containers +- `docker logs` shows the *standard output* of the *running* container +- `docker logs -f` follow the *standard output*, similar to *tail -f* +- `docker exec -it` runs the container with interactive terminal +- `docker network ls` shows a list of the internal docker network +- `docker network create` create a docker network +- `docker build -t my-app:1.0 .` builds an image from a *Dockerfile* in the current directory +- `docker rm` removes a docker container which you need to do before docker rmi +- `docker rmi` removes a docker image, i.e. docker rmi my-app:1.0 +- `docker run -v` mounts host filesystem to docker container filesystem + +## Docker Compose + +- `docker-compose -f mongo.yaml up` pulls, starts, and creates container network +- `docker-compose -f mongo.yaml up -d` runs containers in *detached mode* +- `docker-compose -f mongo.yaml down` stops container, removes container, and stops container network + +## First Dockerfile + +```docker +FROM python:3.9-alpine3.13 + +RUN apk add bash nodejs + +COPY hello.* / + +CMD ["bash"] +``` + +## First commands + + - `docker build .` builds the container + - `docker run --name [name] [sha]` installs the container + - `docker run -it --name [name] [sha]` installs the container and starts in interactive mode + - `docker ps` shows all the running containers + - `docker ps -a` shows all the running and exited containers + - `docker stop [name]` stop container + - `docker start -ai [name]` start container interactively + - `docker rm [name]` removes container + + ## Resources + + - [Creating your first Dockerfile, image and container](https://www.youtube.com/watch?v=hnxI-K10auY) great place to start + - [Docker Tutorial for Beginners [FULL COURSE in 3 Hours]](https://www.youtube.com/watch?v=3c-iBn73dDE) most helpful + - [Docker For Beginners: From Docker Desktop to Deployment](https://www.youtube.com/watch?v=i7ABlHngi1Q) + + ## Related Resources + + - [Kubernetes Tutorial for Beginners FULL COURSE in 4 Hours](https://www.youtube.com/watch?v=X48VuDVv0do) To manage distribution of contains across many servers + +**[Back: Technologies to learn](../technologies-to-learn)** \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/83.Handbook.SourceMaterial.engineering.beginners-guide.notes.kea/default.md b/content/charters.turnsys.com/pages/83.Handbook.SourceMaterial.engineering.beginners-guide.notes.kea/default.md new file mode 100644 index 0000000..7358ef6 --- /dev/null +++ b/content/charters.turnsys.com/pages/83.Handbook.SourceMaterial.engineering.beginners-guide.notes.kea/default.md @@ -0,0 +1,94 @@ +--- +title: 'Actions' +menu: 'Actions' +--- + +--- +title: Our Notes On Kea +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +## Actions + +- All code lives inside `logic` which is created with `kea({ ... })` +- Files are typically named `[name]Logic.js|ts` +- `import { useActions } from 'kea'` provides access to action all functions +- All operations start from `actions` +- The mental model for actions is that of *event capturing*, they signal intent +- Sample action: `increment: (amount) => ({ amount })` +- **Actions** map to `reducers` and `listeners` to perform operations +- Actions can invoke several reducers if the name of the action maps to multiple reducers +- Actions defined with `someActions: true` are actions with no arguments + +## Reducers + +- Reducers define `state` and `operations` on that state. +- `import { useValues } from 'kea'` provides access to the state +- Sample reducers: `counter: [0, { increment: (state, { amount }) => state + amount}]` +- Notice how increment is the same name as the action +- Reducers should never mutate the state directly, they must be pure functions + +## Listeners + +- Listeners are how you do `side-effects` and async calls to load data +- Listeners may invoke other actions via `actions`, example: `listeners: ({ actions, values }) => ({ ... })` +- Listeners are `async` functions +- Notice we have access to actions and values in the listeners functions +- *Set this or that* is better done by reacting to actions + +## Loaders + +- Available via the `kea-loaders-plugin` +- Encapsulates the pattern of action > listener > loading > success | failure +- Example: `users: [[], { loadUsers: async () => await api.get('users') }]` + +## Selectors + +- Selectors handle mapping data across reducers +- Similar to computed values in Vue + +## Values + +- `import { useValues } from 'kea'` +- You can access values frorm React with useValues or from listeners via listeners function + +## Input objects vs functions + +- Any of kea's built-in primitives: actions, reducers, listeners, etc. may be declared with an object or function +- Functions are invoked lazily +- Functions are passed 1 argument which can be destructured for actions and values +- Use objects first then functions as you need them + +## Props + +- Using kea logic as a function allows you to pass in props which are available as destructured props for primitive key functions + +## Keyed logic + +- If you give your logic a key, you can have multiple independent copies of it. The key is derived from props +- Example: `key: (props) => props.id` + +## Breakpoints + +- Serves as a debounce function or out of order network calls + +## Events + +- Handles lifecycle events + +## Defaults + +- Allows you to specify default values instead of doing them in the reducers +- Defaults may be a function as well to calculate the default values + +## Connecting kea logic together + +- You may [connect logics together](https://kea.js.org/docs/guide/additional#connecting-logic-together) + +## Useful resources + +- [Kea](https://kea.js.org/docs/introduction/what-is-kea) + +**[Back: Technologies to learn](../technologies-to-learn)** diff --git a/content/charters.turnsys.com/pages/84.Handbook.SourceMaterial.engineering.beginners-guide.notes.python/default.md b/content/charters.turnsys.com/pages/84.Handbook.SourceMaterial.engineering.beginners-guide.notes.python/default.md new file mode 100644 index 0000000..be6ed53 --- /dev/null +++ b/content/charters.turnsys.com/pages/84.Handbook.SourceMaterial.engineering.beginners-guide.notes.python/default.md @@ -0,0 +1,58 @@ +--- +title: '1. Fibonacci' +menu: '1. Fibonacci' +--- + +--- +title: Our Notes On Python +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +Along with reading about any given programming language it's necessary to use that +knowledge. I've prepared exercises that will help you use the knowledge you are +learning. + +Start by reading [Python via Learninyminutes](https://learnxinyminutes.com/docs/python/) +then work to complete the exercises below. + +## 1. Fibonacci + +You can learn about the [fibonacci here](https://en.wikipedia.org/wiki/Fibonacci_number). Fibonacci +sequence means each number is the sum of the two preceding ones, starting from 0 and 1. + +The sequence looks like this `0, 1, 1, 2, 3, 5, 8, 13, 21, 34, 55, 89, 144...` + +**Exercise: Calculate the fibonacci sequence up to 100** + +## 2. Invictus text processing + +1. Read [invictus.txt](https://raw.githubusercontent.com/buwilliams/learn-posthog/main/docs/exercises/02_invictus.txt) into a string +2. Split the string an array of words and print them out +3. Correct words with invalid characters and print the cleaned words out +4. Create an array of maps of all unique words and how many times they occurred +5. Sort the array of maps by the number of times they occurred in descending order +6. Convert the code into a class, implement interfaces and type checking if applicable + +## More exercises + +- [Programming Problems](https://adriann.github.io/programming_problems.html) + +## Create your own exercises + +One interesting strategy is to: + +1. Buy/find a programming book you're interested in. +2. As your read, create an exercise for that chapter. +3. Code the exercise that you created before moving on. +4. Rinse and repeat until you've finished the book. + +By creating the exercise and solving it, you'll learn better than if you just read the chapter. +Remember that many programmers are lazy and are unwilling to put this kind of effort. You'll +be light years ahead of your peers as you apply yourself. + +## Useful resources +- [Python via Learninyminutes](https://learnxinyminutes.com/docs/python/) + +**[Back: Technologies to learn](../technologies-to-learn)** \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/85.Handbook.SourceMaterial.engineering.beginners-guide.notes.react/default.md b/content/charters.turnsys.com/pages/85.Handbook.SourceMaterial.engineering.beginners-guide.notes.react/default.md new file mode 100644 index 0000000..0dd3506 --- /dev/null +++ b/content/charters.turnsys.com/pages/85.Handbook.SourceMaterial.engineering.beginners-guide.notes.react/default.md @@ -0,0 +1,121 @@ +--- +title: 'Hooks' +menu: 'Hooks' +--- + +--- +title: Our Notes On React +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +The [React docs](https://reactjs.org/docs/getting-started.html) are great for getting from zero to one. + +## Hooks + +I found hooks somewhat counterintuitive at first, but they're very powerful once you grasp them. Refer to the [Rules of Hooks](https://reactjs.org/docs/hooks-rules.html). - @samwinslow + +1. Only call from the top level of a functional component +2. Do not call outside a functional component or from plain JS (you can call from custom hooks) + +### useState + +Uses destructured array assignment syntax + +`const [value, setValue] = useState(initialValue)` + +An updater function can be passed to the setter so that multiple updates can be called in sequence, or to merge-update the state via spreading if it's an object. The updater is a pure function which takes previous state and returns next. + +```jsx +// bad +setValue(value + 1) +setValue(value + 1) + +// good +setValue(value => value + 1) +setValue(value => value + 1) +``` + +In general, derive data while rendering rather than storing derived values in state (e.g. filtering local data). However, if expensive filtering or join operations are to be performed and/or the component re-renders frequently, a memoized state management library might be better. + +### useEffect + +Takes a callback function which may have (potentially global) side effects. Runs on every re-render by default. + +```jsx +function EffectExample() { + const [value, setValue] = useState(initialValue) + + useEffect(() => { + document.title = `The value is now ${value}` + }) + + return ( +
+

{value}

+ +
+ ) +} +``` + +The rendered value is not a special data binding that causes it to listen. It is merely a reflection of a new value rendered as a result of calling the setter. + +Can return a cleanup function from the effect and declare when it should run + +```jsx +function ApiStatus({ service }) { + const [isOnline, setOnline] = useState(null) + + const { id } = service + useEffect(() => { + const handleStatusChange(status) => { + setOnline(status.isOnline) + } + SomeApi.subscribe(id, handleStatusChange) + + return () => SomeApi.unsubscribe(id, handleStatusChange) + }, [id]) // Only run when `id` changes (sync to state) + + // rendering +} +``` + +### useLayoutEffect + +Same as `useEffect`, but runs callback synchronously during commit lifecycle phase + +### useMemo + +Recalculates value only when dependencies change + +### useCallback + +Updates callback function reference when dependencies change + +### useRef + +Mutable ref used to access returned child. + +- Persists between renders +- Default: `{ current: null }` +- Plain object; mutating does not trigger re-renders + +### Custom Hooks + +Listeners and API connections can be extracted to a custom hook and reused + +Examples from popular libraries: + +- React-Redux: `useSelector`, `useDispatch` +- React-Router: `useHistory`, `useLocation`, `useParams` +- `useFormState` + +## Useful resources + +- [Dan Abramov - A Complete Guide to useEffect](https://overreacted.io/a-complete-guide-to-useeffect/) +- [Mark Erikson - A Complete Guide to React Rendering Behavior](https://blog.isquaredsoftware.com/2020/05/blogged-answers-a-mostly-complete-guide-to-react-rendering-behavior/) + +**[Back: Technologies to learn](../technologies-to-learn)** + diff --git a/content/charters.turnsys.com/pages/86.Handbook.SourceMaterial.engineering.beginners-guide.notes.typescript/default.md b/content/charters.turnsys.com/pages/86.Handbook.SourceMaterial.engineering.beginners-guide.notes.typescript/default.md new file mode 100644 index 0000000..e7724e7 --- /dev/null +++ b/content/charters.turnsys.com/pages/86.Handbook.SourceMaterial.engineering.beginners-guide.notes.typescript/default.md @@ -0,0 +1,28 @@ +--- +title: 'Exercises' +menu: 'Exercises' +--- + +--- +title: Our Notes On TypeScript +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +The best way to learn TypeScript is to read introductory material then get hands on with exercises. + +## Exercises + +You can complete the exercises on the [TypeScript Playground](https://www.typescriptlang.org/play) + +You can use the same [exercises for Python](python) as starting place. + +## Great places to learn + +- [TypeScript via learnxinyminutes](https://learnxinyminutes.com/docs/typescript/) +- [TypeScript in 5 minutes](https://www.typescriptlang.org/docs/handbook/typescript-in-5-minutes.html) +- [TypeScript Handbook](https://www.typescriptlang.org/docs/handbook/intro.html) + +**[Back: Technologies to learn](../technologies-to-learn)** + diff --git a/content/charters.turnsys.com/pages/87.Handbook.SourceMaterial.engineering.beginners-guide.technologies-to-learn/default.md b/content/charters.turnsys.com/pages/87.Handbook.SourceMaterial.engineering.beginners-guide.technologies-to-learn/default.md new file mode 100644 index 0000000..f3a8e1d --- /dev/null +++ b/content/charters.turnsys.com/pages/87.Handbook.SourceMaterial.engineering.beginners-guide.technologies-to-learn/default.md @@ -0,0 +1,38 @@ +--- +title: 'Backend' +menu: 'Backend' +--- + +--- +title: 5. Technologies To Learn +sidebar: Handbook +showTitle: true +hideAnchor: true +--- + +Each of the links below will send you to the best resources for learning I found. As I went through learning the +various technologies, I took notes. Below you'll find all the notes that I took along with resources I felt were +particularly useful. I'd suggest using *our notes* links as you would a cheatsheet. + +## Backend + +- [Python](https://www.python.org/) ([our notes on Python](notes/python)) +- [Django](https://www.djangoproject.com/) ([our notes on Django](notes/django)) +- [Django Testing](https://docs.djangoproject.com/en/3.1/intro/tutorial05/) +- [Pytest](https://docs.pytest.org/en/stable/getting-started.html) +- [Clickhouse](https://clickhouse.tech/) (enterprise database) +- [Celery](https://docs.celeryproject.org/en/stable/) (we use Redis as Celery's message broker) +- [Docker](https://www.docker.com/) ([our notes on Docker](notes/docker)) + +## Frontend + +- [React](https://reactjs.org/docs/hello-world.html) ([our notes on React](notes/react)) +- [Redux](https://redux.js.org/introduction/core-concepts) +- [Kea](https://kea.js.org/docs/introduction/what-is-kea) ([our notes on Kea](notes/kea)) +- [TypeScript](https://www.typescriptlang.org/) ([our notes on TypeScript](notes/typescript)) + +## Useful tech + +- [Tmux](https://github.com/tmux/tmux/wiki) +- [Fish](https://github.com/fish-shell/fish-shell) +- [Zsh](https://github.com/ohmyzsh/ohmyzsh) \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/88.Handbook.SourceMaterial.engineering.bug-prioritization/default.md b/content/charters.turnsys.com/pages/88.Handbook.SourceMaterial.engineering.bug-prioritization/default.md new file mode 100644 index 0000000..4bb0583 --- /dev/null +++ b/content/charters.turnsys.com/pages/88.Handbook.SourceMaterial.engineering.bug-prioritization/default.md @@ -0,0 +1,62 @@ +--- +title: 'User experience degradation' +menu: 'User experience degradation' +--- + +--- +title: Bug Prioritization +sidebar: Handbook +showTitle: true +--- + +## User experience degradation + +When bugs are reported it's critical to properly gauge the extent and impact to be able to prioritize and respond accordingly. These are the priorities we use across the entire engineering org, along with the relevant labels to quickly identify them in GitHub. + +> Please always remember to tag your issues with the relevant priority. + + + + + + + + + + + + + + + + + + + + + + + +
GitHub LabelDescription
P0Critical, breaking issue (page crash, missing functionality)
P1Urgent, non-breaking (no crash but low usability)
P2Semi-urgent, non-breaking, affects UX but functional
P3Icebox, address when possible
+ + + + + +## Security issues + +Security issues, due to their nature, have a different prioritization schema. This schema is also in line with our internal SOC 2 related policies (Vulnerability Management Policy). When filing security-related GitHub issues, remember to attach label `security` and the appropriate priority label. More details on filing can be found in the [README](https://github.com/PostHog/product-internal#README) of the `product-internal` repo. + +
+Security issue information should not be made public until a fix is live and sufficiently (ideally completely) adopted. +
+ +PostHog security issues include a priority (severity) level. This level is based on our self-calculated CVSS score for each specific vulnerability. CVSS is an industry standard vulnerability metric. You can learn more about CVSS at [FIRST.org](https://www.first.org/cvss/user-guide) and calculate it using the FIRST.org [calculator](https://www.first.org/cvss/calculator/3.1). + +| GitHub Label | Priority Level | CVSS V3 Score Range | Definition | Examples | +|---|---|---|---|---| +|**security-P0**|Critical|9.0 - 10.0|Vulnerabilities that cause a privilege escalation on the platform from unprivileged to admin, allows remote code execution, financial theft, unauthorized access to/extraction of sensitive data, etc.|Vulnerabilities that result in Remote Code Execution such as Vertical Authentication bypass, SSRF, XXE, SQL Injection, User authentication bypass| +|**security-P1**|High|7.0 - 8.9|Vulnerabilities that affect the security of the platform including the processes it supports.|Lateral authentication bypass, Stored XSS, some CSRF depending on impact| +|**security-P2**|Medium|4.0 - 6.9|Vulnerabilities that affect multiple users, and require little or no user interaction to trigger.|Reflective XSS, Direct object reference, URL Redirect, some CSRF depending on impact| +|**security-P3**|Low|0.1 - 3.9|Issues that affect singular users and require interaction or significant prerequisites (MitM) to trigger.|Common flaws, Debug information, Mixed Content| + diff --git a/content/charters.turnsys.com/pages/89.Handbook.SourceMaterial.engineering.common-issues/default.md b/content/charters.turnsys.com/pages/89.Handbook.SourceMaterial.engineering.common-issues/default.md new file mode 100644 index 0000000..416a876 --- /dev/null +++ b/content/charters.turnsys.com/pages/89.Handbook.SourceMaterial.engineering.common-issues/default.md @@ -0,0 +1,18 @@ +--- +title: 'Shopify Event-Logging Bug' +menu: 'Shopify Event-Logging Bug' +--- + +--- +title: Common Issues +sidebar: Handbook +showTitle: true +--- + +A page to host big issues raised by users (rather than small bugs) that we have certain answers for. + +### Shopify Event-Logging "Bug" + +Admin users who have PostHog setup for Shopify may experience their events being logged for another user. + +This is not an issue with PostHog. Rather, this is due to a feature Shopify offers where it stores all the session data and lets you browse your website as if you were your client with all their cookies and local/session storage. \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/90.Handbook.SourceMaterial.engineering.development-process/default.md b/content/charters.turnsys.com/pages/90.Handbook.SourceMaterial.engineering.development-process/default.md new file mode 100644 index 0000000..9c8aca1 --- /dev/null +++ b/content/charters.turnsys.com/pages/90.Handbook.SourceMaterial.engineering.development-process/default.md @@ -0,0 +1,80 @@ +--- +title: '1. How to Decide What to Build' +menu: '1. How to Decide What to Build' +--- + +--- +title: Development Process +sidebar: Handbook +showTitle: true +--- + +> _**Note:** This guide is aimed at people who work for PostHog. If you want to contribute, [see our Contributing Guide](/docs/contributing)._ + +
+ +Any process is a balance between speed and control. If we have a long process that requires extensive QA and 10 approvals, we will never make mistakes because we will never release anything. + +However, if we have no checks in place, we will release quickly but everything will be broken. + + +## 1. How to Decide What to Build + +There are 3 places that work comes from. + +- Issues/bugs (raised by the community or us) +- [Roadmap](/handbook/strategy/roadmap) +- "This should be better" + + +## 2. Sizing a Task + +When picking up a task, it should be doable in a day, including code review and QA. If it's not, you need to break it down into smaller chunks until it is. Tasks of this size are easy to test, easy to deploy, less likely to cause merge conflicts, and should still deliver some kind of value. + +Even if you're contributing, this is helpful as it means you'll be able to contribute to PostHog faster. + +## 3. Writing Code + +We're big fans of Test Driven Development (TDD). We've tried to create test infrastructure that helps you rather than annoys you. If that isn't the case, please raise an issue! Keeping tests on point is a high priority to keep developer productivity high. + +Other than that, you know what to do in this section. + +## 4. Creating a PR + +To make sure our issues are linked correctly to the PRs, you can tag the issue in your commit. + +```bash +git commit -m "Closes #289 add posthog logo to website" +``` + +## 5. Code Review + +When we review a PR, we'll look at the following things: +- Does the PR actually solve the issue? +- Does the solution make sense? +- Will the code perform with millions of events/users/actions? +- Are there tests and do they test the right things? +- Are there any security flaws? + +Things we do not care about during review: +- Syntax. If we're arguing about syntax, that means we should install a code formatter + +See: [How we review](/handbook/engineering/how-we-review). + +## 7. Merging + +Merge anytime. Friday afternoon? Merge. + +Our testing, reviewing and building process should be good enough that we're comfortable merging any time. + +## How to Test + +See: [How to test](/docs/contributing#testing). + +## How we Review + +See: [How we review](/handbook/engineering/how-we-review). + +## How to release a new version + +See: [Release new version](/handbook/engineering/release-new-version). diff --git a/content/charters.turnsys.com/pages/91.Handbook.SourceMaterial.engineering.how-we-review/default.md b/content/charters.turnsys.com/pages/91.Handbook.SourceMaterial.engineering.how-we-review/default.md new file mode 100644 index 0000000..fd1e2fa --- /dev/null +++ b/content/charters.turnsys.com/pages/91.Handbook.SourceMaterial.engineering.how-we-review/default.md @@ -0,0 +1,51 @@ +--- +title: 'How to review' +menu: 'How to review' +--- + +--- +title: How We Review PRs +sidebar: Handbook +showTitle: true +--- + +Almost all PRs made to PostHog repositories will need a review from another engineer. We do this because, almost every time we review a PR, we find a bug, a performance issue, unnecessary code or UX that could have been confusing. + +## How to review + +1. Have a flick through the code. + - What to look for: + - Code that does the wrong thing or will produce bugs + - Code that you think will cause performance issues + - Are there tests for all of the new functionality, and do they test the right thing? + - Any security issues or project leakage? + - Is the code properly instrumented to allow tracking of every relevant action (i.e. all the relevant frontend elements have unique and helpful `data-attr`s, and there are backend events where appropriate)? + - What _not_ to look for: + - Formatting issues (prettier should handle this, raise a PR to fix that) + - "I would have done it differently" (Unless the code is completely incomprehensible or unreadable, or will cause us massive harm long term - as long as it works, it's good enough.) + +2. Open the review app or check the branch out locally. + - What to look for: + - Bugs in the new functionality (if you're reviewing the insights page, make sure you try breakdown, cohorts, filters, different time frames etc) + - Confusing UX + - Confusing wording + - Backend tracked events not being fired properly or with an incorrect payload. + - Should the code be behind a feature flag? + - If the code is behind a feature flag, do all cases work properly? (in particular, make sure the old functionality does not break) + - Are we building the right thing? (We should be willing to throw away PRs or start over) + - Don't be shy here - try to break it! + - What not to look for: + - Issues _not_ related to this PR. Create a new issue for those. + +The emphasis should be on getting something out quickly. Endless review cycles sap energy and enthusiasm. + +## Setting up Heroku Test Environment + +1. Go to the pull request you want to QA on. +2. Go to the Heroku test environment. + Check/do the following: + 1. If the environment was already deployed, it should say "This branch was successfully deployed" + 1. If it says ‘This branch was not deployed’ go to the Heroku pipeline and click ‘Create review app’ + 1. If the PR was submitted from a fork, you'll need to test the changes locally. +3. Open the app, create a new account, and start testing! + diff --git a/content/charters.turnsys.com/pages/92.Handbook.SourceMaterial.engineering.onboarding-customer/default.md b/content/charters.turnsys.com/pages/92.Handbook.SourceMaterial.engineering.onboarding-customer/default.md new file mode 100644 index 0000000..a1b98d4 --- /dev/null +++ b/content/charters.turnsys.com/pages/92.Handbook.SourceMaterial.engineering.onboarding-customer/default.md @@ -0,0 +1,59 @@ +--- +title: '1. Introductions / Find Out About Their Business' +menu: '1. Introductions / Find Out About Their Business' +--- + +--- +title: Onboarding Customers +sidebar: Handbook +showTitle: true +--- + +A lot of people want to set up PostHog on their own without talking to anyone, and we'll make sure that path is as optimised as possible. However, sometimes it's more efficient/better to talk to one of us over a call. + +Our user notes are not shared publicly. [Read them here](https://docs.google.com/document/d/1gJlsUDrlW7ur8zT5scqRvXZhapm_0JdvKGiw68Iyx9E/edit#heading=h.q9lg9hgl34g2). + +A standard structure you could maintain while doing that call is: + +## 1. Introductions / Find Out About Their Business + +1. Make sure you introduce yourself and check it's ok if you take notes. +1. Introduce PostHog: "We're open-source product analytics. Think Mixpanel or Amplitude, but with full control over your data and focused on engineers" +1. Ask questions about their business: + - Why did they reach out in the first place? + - What are their main goals/most important metric for this quarter/batch/year? + - Are they familiar with other product analytics tools? Are they using any right now? + - What stage is their company at - do they have users, are they about to launch, are they trying to expand? + - How does their app work? + - Where does the app live? Website, online app, mobile app, backend? + +## 2. Demo + +Share your own screen and wizz through a demo of PostHog. The following order tends to work best: + +1. Tell them the big picture of how the demo will work "I am going to show you two main things - how we collect data and what we help you do with it" +1. Go to /events, show raw events coming in and explain how we're different from Mixpanel/Amplitude as we track all clicks, which means no `posthog.track()` calls necessary +1. Go to /trends, show filtering by url, DAU, breakdown by initial domain referrer, anything else they ask for. It's a good opportunity to share some knowledge e.g. how to understand where traffic is coming from (UTM tags or referring domain) +1. Go to /funnels, explain how those work and that PostHog specifically allows you to see each user that goes through the funnel, rather than aggregates +1. Go to /people/retention and explain how the Retention table works +1. Show off the Toolbar using the "Launch Toolbar" button +1. Explain Feature Flags +1. Go to Default Dashboard +1. Optional: show paths +1. Ask if any questions + +## 3. Setup + +Flip it around and ask them to share their screen. + +0. If they haven't setup PostHog yet, walk them through and help them install the snippet on their website (and anywhere else necessary) +1. Based on the questions from Section 1, set up relevant dashboards for them. + - DAUs are already there, but they might want a /trends view split out by different pages. Have them add that to default dashboard. They may also want to see where traffic is coming from as a separate item in trends to add to the dashboard. + - Have them create an action for a click on their CTA on the home page + - Create a funnel with two steps: pageviews and the CTA action +1. (Optional) if they have an app, help them set up `identify` calls correctly +1. Ask if there any questions + +## 4. Conclusion + +1. Ask them to join our Slack group (and send an email right after!) diff --git a/content/charters.turnsys.com/pages/93.Handbook.SourceMaterial.engineering.release-new-version/default.md b/content/charters.turnsys.com/pages/93.Handbook.SourceMaterial.engineering.release-new-version/default.md new file mode 100644 index 0000000..78585af --- /dev/null +++ b/content/charters.turnsys.com/pages/93.Handbook.SourceMaterial.engineering.release-new-version/default.md @@ -0,0 +1,63 @@ +--- +title: 'Version Numbers' +menu: 'Version Numbers' +--- + +--- +title: Releasing a New Version +sidebar: Handbook +showTitle: true +--- + +At the moment, we release a new version every two weeks ([unless it makes sense not to!](/blog/we-ship-whenever)). This might change in the future. + +## Version Numbers + +Every week we up the 'minor' in `major.minor.patch`. At the moment, we're at version 1 for major. This will only change once we have released sufficient functionality under stage 2 of [our Roadmap](/handbook/strategy/roadmap/). + +Hopefully we will not have to do many patch versions, but if between versions we discover a breaking bug, we will. + +## Timeline + +Three days before we release, on Monday, we institute a code freeze. We branch master into release-[version] and deploy that to our production environment (app.posthog.com). Only bugfixes are allowed to be merged into this branch (and thus put on production) between Monday and the release going out. This gives us about three days to test if this release has any bugs. + +## Checklist + + Figure out what's updated in this release + - `git checkout release-[version]` + - `git log --pretty=format:%s [old-version]..head` + +
+ + Write up the PostHog Array [blog post](/handbook/growth/marketing/posthog-array) + + Copy from PostHog Array and write up the changes into `CHANGELOG.md` following the structure of the previous release + - `git add CHANGELOG.md` + - `git commit -m "Changelog version 1.7.0"` + +
+ + + Update the `VERSION` in `posthog/version.py` + - `git checkout release-[version]` + - `git add posthog/version.py` + - `git commit -m "Bump version [version]"` + +
+ + Tag the version + - `git tag -a [version] -m "Version [version]"` + - `git push origin head --tags` + + +Once a new Docker image has been built (see [Docker Hub](https://hub.docker.com), password in 1password) for the new version, open the [charts](https://github.com/PostHog/charts) repo and make the changes: + +1. Edit the **two** Chart files: [Chart.yaml](https://github.com/PostHog/charts/blob/master/charts/posthog/Chart.yaml) and [ChartV3.yaml](https://github.com/PostHog/charts/blob/master/charts/posthog/ChartV3.yaml), in both: + - Bump `appVersion` to the latest app version (same number as on the docker image). + - Bump `version` (chart version) patch number, unless making big changes to the chart itself. Lesson learned: this can only be `x.x.x`. It can't have a fourth part. +2. Change the docker tag in [values.yaml](https://github.com/PostHog/charts/blob/master/charts/posthog/values.yaml#L6) to point to [the latest tag](https://hub.docker.com/r/posthog/posthog/tags?page=1&ordering=last_updated). +3. `git commit -m 'Bump PostHog app version to 1.0.XX, release chart version 1.0.YY'` +4. `git tag -a 1.0.YY -m "Version 1.0.YY"` +5. `git push && git push origin head --tags` + +Finally to bump the `latest-release` docker image, log to [hub.docker.com](https://hub.docker.com/repository/docker/posthog/posthog/builds) and configure a new automatic build. Set the docker tag to `latest-release` and the source to the tag `1.XX.YY`. Delete any older tag with the same name if present and click "save & build" diff --git a/content/charters.turnsys.com/pages/94.Handbook.SourceMaterial.engineering.releasing-python/default.md b/content/charters.turnsys.com/pages/94.Handbook.SourceMaterial.engineering.releasing-python/default.md new file mode 100644 index 0000000..bb2196f --- /dev/null +++ b/content/charters.turnsys.com/pages/94.Handbook.SourceMaterial.engineering.releasing-python/default.md @@ -0,0 +1,17 @@ +--- +title: 'How to Release' +menu: 'How to Release' +--- + +--- +title: Releasing a New Version (Python Library) +sidebar: Handbook +showTitle: true +--- + +## How to Release +1. Increase `VERSION` in `posthog/version.py` +2. Update `CHANGELOG.md` with a short summary of the changes +3. run `make release` and `make release_analytics` +4. `git commit -am "Release X.Y.Z."` (where X.Y.Z is the new version) +5. `git tag -a X.Y.Z -m "Version X.Y.Z"` (where X.Y.Z is the new version). \ No newline at end of file diff --git a/content/charters.turnsys.com/pages/95.Handbook.SourceMaterial.engineering.setup-ssl-locally/default.md b/content/charters.turnsys.com/pages/95.Handbook.SourceMaterial.engineering.setup-ssl-locally/default.md new file mode 100644 index 0000000..2bfd291 --- /dev/null +++ b/content/charters.turnsys.com/pages/95.Handbook.SourceMaterial.engineering.setup-ssl-locally/default.md @@ -0,0 +1,142 @@ +--- +title: 'Set up SSL via ngrok' +menu: 'Set up SSL via ngrok' +--- + +--- +title: Setup SSL locally +sidebar: Handbook +showTitle: true +--- + +Setting up HTTPS locally can be useful if you're trying to debug hard +to replicate issues (e.g cross domain cookies, etc). + +There are two ways you can get HTTPS locally: + +1. ngrok +2. NGINX and a local certificate. + +The easiest option is to use ngrok. + +## Set up SSL via ngrok + +1. Make sure you [have ngrok installed](https://ngrok.com/download). + +2. Sign up for an ngrok account (or sign in with GitHub) and run `ngrok authtoken ` + +3. Edit `$HOME/.ngrok2/ngrok.yml` and add the following after the line with `authtoken: `: + +``` +tunnels: + django: + proto: http + addr: 8000 + webpack: + proto: http + addr: 8234 +``` + +4. Start ngrok. This will give you tunnel URLs such as https://68f83839843a.ngrok.io + +```bash +ngrok start --all +``` + +5. Copy the HTTPS URL for the tunnel to port 8234 and set it as the value for the `JS_URL` environment variable. Then, start webpack: + +```bash +export WEBPACK_HOT_RELOAD_HOST=0.0.0.0 +export LOCAL_HTTPS=1 +export JS_URL=https://68f83839843a.ngrok.io +yarn start +``` + +6. Use the same URL as the value for `JS_URL` again and start the Django server + +```bash +export DEBUG=1 +export LOCAL_HTTPS=1 +export JS_URL=https://68f83839843a.ngrok.io +python manage.py runserver +``` + +7. Open the HTTPS URL for the tunnel to port 8000. + +**Tips & Tricks** + +If you're testing the Toolbar, make sure to add the ngrok urls to the list on the 'Project Settings' page. + +![Permitted domains](../../images/engineering/toolbar-permitted-ngrok.png) + +Also, watch out, network requests can be slow through ngrok: + +![Network slow with ngrok](../../images/engineering/ngrok-slow.gif) + +## Set up SSL via NGINX and a local certificate + +0. Update openssl if "openssl version" tells you "LibreSSL" or something like that. + +In case `brew install openssl` and `brew link openssl` don't work well, use +`/usr/local/opt/openssl/bin/openssl` instead of `openssl` in the next step. + +1. Create key +``` +openssl req -x509 -newkey rsa:4096 -sha256 -days 3650 -nodes \ + -keyout localhost.key -out localhost.crt -subj "/CN=secure.posthog.dev" \ + -addext "subjectAltName=DNS:secure.posthog.dev,IP:10.0.0.1" +``` +2. Trust the key for Chrome/Safari +``` +sudo security add-trusted-cert -d -r trustRoot -k /Library/Keychains/System.keychain localhost.crt +``` +3. Add `secure.posthog.dev` to /etc/hosts +``` +127.0.0.1 secure.posthog.dev +``` +4. Install nginx (`brew install nginx`) and add the following config in `/usr/local/etc/nginx/nginx.conf` +```nginx + upstream backend { + server 127.0.0.1:8000; + } + server { + server_name secure.posthog.dev; + rewrite ^(.*) https://secure.posthog.dev$1 permanent; + } + + server { + listen 443 ssl; + server_name secure.posthog.dev; + ssl_certificate /Users/timglaser/dev/localhost.crt; + ssl_certificate_key /Users/timglaser/dev/localhost.key ; + ssl_prefer_server_ciphers on; + ssl_session_cache shared:SSL:1m; + ssl_session_timeout 5m; + ssl_ciphers HIGH:!aNULL:!MD5; + location / { + proxy_pass http://backend; + proxy_set_header X-Forwarded-For $proxy_add_x_forwarded_for; + proxy_set_header Host $http_host; + proxy_redirect off; + proxy_set_header X-Forwarded-Proto $scheme; + } + location /static/ { + proxy_pass http://127.0.0.1:8234/static/; + } + } +``` + +5. Add the following command to start nginx +```bash +nginx -p /usr/local/etc/nginx/ -c /usr/local/etc/nginx/nginx.conf +``` + +6. You can stop the nginx server with +```bash +nginx -p /usr/local/etc/nginx/ -c /usr/local/etc/nginx/nginx.conf -s stop +``` + +7. To run local development, use +```bash +bin/start-http +``` diff --git a/content/charters.turnsys.com/pages/96.Handbook.SourceMaterial.growth.customer-support/default.md b/content/charters.turnsys.com/pages/96.Handbook.SourceMaterial.growth.customer-support/default.md new file mode 100644 index 0000000..1d26ea8 --- /dev/null +++ b/content/charters.turnsys.com/pages/96.Handbook.SourceMaterial.growth.customer-support/default.md @@ -0,0 +1,94 @@ +--- +title: 'We aim to delight' +menu: 'We aim to delight' +--- + +--- +title: Customer Support +sidebar: Handbook +showTitle: true +--- + +## We aim to delight + +You can build a good company by focusing on getting lots of customers. To build a great company, you must delight your existing customers. This means that the journey doesn't simply end once we sign up a user - even more important is to ensure that PostHog is consistently delivering value for them. + +## How we ensure customer delight at PostHog + +### It's easy for customers to reach us + +We have a few different routes for users to contact us. As an open source company, our bias is towards increasing the bandwidth of communication with our users and making it easy for them to reach us. We do not believe in putting up barriers by saying they can only reach us through a dedicated support email address, for example. + +These are the ways in which customers can currently reach us, in order of popularity: + +- **Slack** - our active [PostHog Users Slack](https://posthog.com/slack) community frequently post questions +- **Email** - a user may email hey@posthog.com with a specific support query +- **Papercups** - we provide in-app support chat via the [Papercups](https://papercups.io/) widget +- **GitHub** - sometimes users ask about the progress of [certain issues](https://github.com/PostHog/posthog) that are important to them + +### No dedicated support people + +We intentionally have not hired a single person dedicated to customer support. The direct interaction between our engineering team and our users is _hugely_ valuable, and an important part of building trust in our community is the ability for users to talk directly with the people who are actually building the product. + +Providing support is a responsibility shared across our team - we expect everyone to jump in and help a user if you see they have a question or problem (though obviously not at the same time!) Once you have made the initial contact or response, it is your responsibility to see it through or explicitly hand over to someone else if they are better-equipped to help. + +This does mean sometimes that, especially when we are particularly busy, customer success can take a bit of a back seat. + +This is why, in addition, one person takes on the **Support Hero** role each two week sprint. This is a rotating responsibility, where the person involved spends a significant chunk of their time responding to support queries across Slack, email and Papercups, and sharing that feedback with the team and/or building features and fixes in response. We have found that each stint as Support Hero has thrown up a lot of really valuable feedback. + +### Simple, lightweight tools + +We go to where our users are. That means **we respond in the same channel that they reached out to**, rather than trying to funnel them somewhere else. + +We use [Papercups](https://papercups.io/) as our internal platform to get an overview of our support requests. This ensures that we don't miss anyone, especially when their request is passed from one person to another at PostHog, or if they message us over the weekend. If customer success is part of your role, you should have received an invite to join as part of your onboarding - if you didn't, ask Charles. + +The first time you sign into Papercups, please make sure you include your name and [profile picture](https://posthog.com/handbook/company/team) so our users know who they are chatting to! + +A quick overview of Papercups' main features: + +- _Main conversations view_: when you sign into Papercups, you can either [view all conversations](https://app.papercups.io/conversations/all), or just those [assigned to you](https://app.papercups.io/conversations/me). If you are the first person to respond to a query, you will be automatically assigned that conversation. Don't forget to close a conversation by ticking the box in the top right when you are done, so we know which queries have been resolved! +- _Slack integration (1)_: You can reply directly to PostHog app questions either in the Papercups app itself or in the private _customer support_ channel in the [PostHog Users Slack](http://posthog.com/slack) - both work. +- _Slack integration (2)_: In the PostHog Users Slack, messages posted in the _general_ and _feedback_ channels are also synced with the Papercups app. As above, this means you can reply to users in that Slack channel directly or in Papercups. Please try to reply in a Slack thread to any questions. This makes it easier for other users to navigate the channel without a lot of noise, and also prevents Papercups creating a new conversation for each response (as Papercups treats each thread in Slack as a conversation). +- _Email integration_: Any emails that come into hey@ get synced with Papercups and Slack, so you can reply on either of those platforms, or directly to the email. If you reply via email, please make sure you at least bcc hey@ so we know that someone has responded! +- _Notes_: You can leave a 'Private Note' in the right hand pane in Papercups if you need to make a note of something for future reference, e.g. a relevant GitHub issue. +- _Sharing_: If you click 'Share Conversation' at the bottom of the right hand pane in the Papercups app, you can link directly to a conversation. This is useful for sharing context with other team members. +- _Analytics_: 'Reporting' in the left hand panel shows some interesting analytics, such as how many queries we're receiving, average response time etc. We don't report on these yet as we're still figuring out the best way for us to do support. + +Papercups are an open source company, so if there are any additional features you'd like to see then you can check out their [repo on GitHub](https://github.com/papercups-io/papercups/issues). They are building new features quickly, so it's worth checking in to see what new functionality is available from time to time. + +## Some useful questions to ask + +The below questions are evolving so please add more as they come up! + +### Set up + +- Has the customer logged in? +- Has the customer added their team? +- Are events coming into the platform on a recurring basis? +- Are identify calls being made so user profiles are being created? +- Are additional relevant user properties being sent? +- Has the customer set up actions? +- Has the customer set up funnels? +- Has the customer created or modified a dashboard? +- Has the customer used the toolbar? +- Has the customer gotten PostHog into production? +- If applicable, has the customer removed any test data? +- If applicable, is the customer using feature flags? + +### Training and support + +- Does their team have enough general product analytics experience? +- Has their team received a demo of the product? +- Has everyone on the team used the product at least once? +- Does the customer's team know where to find our use case guides? +- Have we told the customer where to get support? +- Have we set up a joint Slack channel with the customer? + +### Providing more value over time + +- Have we added their whole team to our email newsletter? +- Are we monitoring the customer's usage on a dashboard at a team level? + - Is the customer generally above 80% usage for their current plan? +- Have we set up a quarterly catchup with the customer to talk about roadmap/issues/expansion? + - Has their team had a good experience asking for help or reporting issues to us? +- Is the customer using PostHog on a weekly / monthly basis? diff --git a/content/charters.turnsys.com/pages/97.Handbook.SourceMaterial.growth.marketing.blog/default.md b/content/charters.turnsys.com/pages/97.Handbook.SourceMaterial.growth.marketing.blog/default.md new file mode 100644 index 0000000..ca72c05 --- /dev/null +++ b/content/charters.turnsys.com/pages/97.Handbook.SourceMaterial.growth.marketing.blog/default.md @@ -0,0 +1,66 @@ +--- +title: 'Successful Hacker News topics' +menu: 'Successful Hacker News topics' +--- + +--- +title: Blog +sidebar: Handbook +showTitle: true +--- + +The [blog](/blog) is for telling PostHog stories and updates around our product positioning. + +Accessible content with jokes, memes and gifs have done well. + +## Successful Hacker News topics + +A successful post on Hacker News can currently increase traffic by 5-10%. + +Stories about PostHog's early hustling days have done well. + +- Feb 20, 2020 [Launch HN: PostHog (YC W20) – open-source product analytics](https://news.ycombinator.com/item?id=22376732) +- Feb 28, 2020 [Our experience moving to SF to do YC](https://posthog.com/blog/moving-to-sf/) +- Jun 2020 [How we raised $3M for an open source project](https://posthog.com/blog/raising-3m-for-os) +- Jan 2020 [A story about pivots](https://posthog.com/blog/story-about-pivots) + +## Future topic areas + +We want to start writing stories about our team, customers and community. + +To view and contribute blog post ideas join our #ideas-for-blog-post Slack channel. + +Todo: organize the blog post ideas into topic categories and priority list. + +## Publishing + +Submit a PR to [posthog/posthog.com](https://github.com/posthog/posthog.com) with the following content: + +- with a new Markdown file (md, mdx) in `/contents/blog/` +- any assets [optimized]((/docs/updating-documentation)) and added to a new folder under `contents/images/blog/` +- the post added to relevant sidebar in `src/sidebars/sidebars.json` + +Create an annotation on [app.posthog.com](https://app.posthog.com) for the content to track the effect. + +Share the live content with out PostHog Users Slack group first, in the `#editorial` channel. + +Arrange further promotion via the newsletter, social channels and 3rd party communities. + +## PostHog Array + +The PostHog Array is our product release series. + +It's named the PostHog Array, because hedgehogs are collectively known as an *array* of hedgehogs. + +Yakko adds new items to the Array ;) by gathering changes and highlights from PRs and the engineering team. + +Each array includes: +- a community MVP +- a summary of new features, improvements and fixes +- important announcements e.g. deprecations +- detailed overview of each change with an image/video +- community shoutout for other contributors +- open roles +- complete list of PRs included + +Before merging and distributing the release post, check with Tim that the new version has been released. diff --git a/content/charters.turnsys.com/pages/98.Handbook.SourceMaterial.growth.marketing.community/default.md b/content/charters.turnsys.com/pages/98.Handbook.SourceMaterial.growth.marketing.community/default.md new file mode 100644 index 0000000..aa636f7 --- /dev/null +++ b/content/charters.turnsys.com/pages/98.Handbook.SourceMaterial.growth.marketing.community/default.md @@ -0,0 +1,100 @@ +--- +title: 'Replying to the community' +menu: 'Replying to the community' +--- + +--- +title: Community +sidebar: Handbook +showTitle: true +--- + +See [./](Marketing) for community goals. + +## Replying to the community + +- Be kind, concise and direct +- Do not promise delivery dates +- Ask people to create GitHub issues for bugs and feature requests +- Provide a links to relevant GitHub issues and/or pull requests + +## Discussions + +Questions to consider about the platforms we use: + +- Does it align with our mission and values, e.g. open source and its implications +- Does it exclude people +- How does it compare in terms of accessibility +- How does it compare in terms of ease of use + +### Chat/Forum + +We use Slack for our [community chat](https://posthog.com/slack) and share new content in *#editorial* before other non-Slack channels. + +### GitHub + +Community discussions can take place in GitHub issues and pull requests. + +The engineering team can people in rather than having to following everything. + +### Social + +Speak to James for access. + +**Channels:** + +- [Twitter](https://twitter.com/posthoghq) +- [LinkedIn](https://www.linkedin.com/company/posthog/) +- [YouTube comments](https://www.youtube.com/channel/UCn4mJ4kK5KVSvozJre645LA) + +**Content sources:** + +- Original content from our blog, YouTube, GitHub and other channels +- Reply to discussions on our content +- Engage with wider community topics TBD + +**Communities:** + +Discuss sharing specific content with relevant communities: + +- Startup School +- Hacker News +- Indie Hackers +- Reddit: + - [/r/analytics](https://www.reddit.com/r/analytics/) + - [/r/businessintelligence](https://www.reddit.com/r/businessintelligence/) + - [/r/opensource](https://www.reddit.com/r/opensource/) + - [/r/programing](https://www.reddit.com/r/programing/) + - [/r/python](https://www.reddit.com/r/python/) + - [/r/django](https://www.reddit.com/r/django/) + - [/r/startups](https://www.reddit.com/r/startups/) + - [/r/entrepreneur](https://www.reddit.com/r/entrepreneur/) + - [/r/business](https://www.reddit.com/r/business/) + - [/r/marketing](https://www.reddit.com/r/marketing/) + - [/r/dataisbeautiful](https://www.reddit.com/r/dataisbeautiful/) + +### Events + +Speak to James for access. + +We use Eventbrite to organize events. + +### Contributors + +We created a [contributors platform](https://posthog.com/contributors) to recognize the community's work. + +Merch is automatically awarded to people who contribute to any PostHog repos. + +Notable PRs can be manually tagged with `extra merch` to reward large contributions. + +### Merch + +Speak to James, Yakko or Paolo for access. + +We use Shopify for our [merch store](https://merch.posthog.com). + +Note: a large portion of the vouchers will cover shipping. + +### Orbit + +We use [Orbit](https://app.orbit.love) for community analytics. diff --git a/content/charters.turnsys.com/pages/99.Handbook.SourceMaterial.growth.marketing.index/default.md b/content/charters.turnsys.com/pages/99.Handbook.SourceMaterial.growth.marketing.index/default.md new file mode 100644 index 0000000..b2f12a5 --- /dev/null +++ b/content/charters.turnsys.com/pages/99.Handbook.SourceMaterial.growth.marketing.index/default.md @@ -0,0 +1,146 @@ +--- +title: 'Product positioning' +menu: 'Product positioning' +--- + +--- +title: Overview +sidebar: Handbook +showTitle: true +--- + +**The Marketing/Acquisition Team** + +Philosophy: Be kind, concise and direct. + + +## Product positioning + +An **open source product analytics platform** addresses the lack of choice and control amongst disconnected analytics solutions by offering a **unified platform** with **control** over hosting, pricing, source, data, privacy and security. + +**Free PostHog** is positioned to solve product analytics problems for small non-enterprise teams. + +**Enterprise PostHog** is positioned to solve product analytics problems for larger teams and enterprises. + +**PostHog Cloud** is positioned to service clients who need less control. + +**PostHog Self Hosted** is positioned to service clients who need more control. + + +## Target audience + +*Innovative technical teams*, more commonly found in startups, who care about: + +- a unified product analytics platform +- open source +- control: hosting, pricing, source, data, privacy and security + +We will expand to non-technical teams when we have achieved technical awareness saturation. + +### Goal 1: User acquisition + +Increase: + +- Open source self hosted installs + - Tracked in [AARRR dashboard](https://app.posthog.com/dashboard/2973) + - Page views tracked in [Marketing dashboard](https://app.posthog.com/dashboard/2881) +- Premium self hosted leads + - Todo: needs consolidated tracking +- Free cloud signups + - Todo: needs consolidated tracking +- Premium cloud signups + - Todo: needs consolidated tracking + +### Goal 2: Community growth + +Increase: + +- GitHub stars + - Tracked in Orbit +- GitHub contributors + - Tracked in Orbit +- GitHub contributions + - Todo: needs consolidated tracking + - Plugin contributions + - Todo: needs consolidated tracking + +See [Community](./marketing/community) for community function. + +### Requirements + +#### Achieve complete tracking + +Tracking marketing efforts that contribute to acquisition and growth. + +Going beyond marketing, tracking through the funnel to improve targeting. + +#### Reduce effort to contribute + +Reduce the actions, time or complexity for us and our community to contribute. + +#### Reduce acquisition cost + +Reduce cost to acquire users and grow our community. + + +## Functions + +Functions that contribute more to *Acquisition* than another metrics are owned by Marketing. + +Documentation contributes more to *Activation* and *Retention* than *Acquisition*. Marketing is a stakeholder in coverage and completeness. + +*Activation* and *Retention* contribute more to *Referral* than *Acquisition*. + +- Product marketing: + - research: market, competitor + - product positioning + - buyer personas + - messaging: website, careers, channel bios, README.md +- Content marketing: + - [Blog](./marketing/blog): product releases, stories (team, product, customer) + - Audio: audio stories, podcast series + - [Video](https://www.youtube.com/channel/UCn4mJ4kK5KVSvozJre645LA): video stories, vlog series, showcases, tutorials + - [Newsletter](./marketing/newsletter): general, investor + - Handbook: team, culture +- [Community](./marketing/community): + - social: Twitter, LinkedIn + - discussions: Slack, HN, StartupSchool, Reddit + - [onboarding](https://posthog.com/handbook/growth/sales/yc-onboarding): YC startups + - events: online, in-person + - networking: open source, analytics + - sponsorship: open source +- [Press](./marketing/press): + - relationships + - announcements + - media packs +- [Paid](./marketing/paid): + - search + - social + - communities + - newsletters + - websites + - podcasts + - events + - video +- Technical: + - reporting + - tracking + - tooling + - SEO +- Design: + - visual identity + - web properties + - channels + +### Team + +Prioritizing hiring for functions based on acquisition success and capacity in relation to other functions. + +- Product marketing: currently hiring +- Content marketing: Mo +- Community: hiring next +- Press: 2022 +- Paid: 2022 +- Technical: hiring next + +Design provided as a service by the Design team. diff --git a/content/charters.turnsys.com/support/Contracts/PropertyTransferAgreement.md b/content/charters.turnsys.com/support/Contracts/PropertyTransferAgreement.md new file mode 100644 index 0000000..f1f5e19 --- /dev/null +++ b/content/charters.turnsys.com/support/Contracts/PropertyTransferAgreement.md @@ -0,0 +1,217 @@ +# ASSET TRANSFER AGREEMENT + +## For Transfer of Assets to a Series of a Texas Series Limited Liability Company + +**THIS ASSET TRANSFER AGREEMENT** (the "Agreement") is made and entered into as of ________________, 20____ (the "Effective Date"). + +**BY AND BETWEEN:** + +**[TRANSFEROR NAME]**, [a/an] [ENTITY TYPE/INDIVIDUAL] with [its/their] principal [place of business/address] at [ADDRESS] (the "Transferor") + +**AND** + +**[PARENT LLC NAME]**, a Texas series limited liability company with its principal place of business at [ADDRESS] (the "Parent LLC"), on behalf of **[ASSET HOLDING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Asset Holding Series") + +(Each individually a "Party" and collectively the "Parties") + +## RECITALS + +**WHEREAS**, Transferor is the owner of certain assets, including equipment, machinery, and intellectual property, as more particularly described in Exhibit A attached hereto (collectively, the "Transferred Assets"); + +**WHEREAS**, Parent LLC is a series limited liability company duly formed and validly existing under the laws of the State of Texas; + +**WHEREAS**, pursuant to the Texas Business Organizations Code § 101.601 et seq., Parent LLC has established the Asset Holding Series as a separate series of the Parent LLC, with separate rights, powers, and duties with respect to specified property and obligations, and with separate business purposes as defined in the Company Agreement of Parent LLC; + +**WHEREAS**, Transferor desires to transfer all right, title, and interest in and to the Transferred Assets to the Asset Holding Series; and + +**WHEREAS**, Asset Holding Series desires to accept such transfer of the Transferred Assets, subject to the terms and conditions set forth herein. + +**NOW, THEREFORE**, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: + +## 1. TRANSFER OF ASSETS + +1.1 **Transfer**. Subject to the terms and conditions of this Agreement, Transferor hereby irrevocably assigns, transfers, conveys, and delivers to Asset Holding Series, and Asset Holding Series hereby accepts from Transferor, all of Transferor's right, title, and interest in and to the Transferred Assets, free and clear of all liens, security interests, charges, encumbrances, equities, claims, and restrictions of any kind (collectively, "Encumbrances"). + +1.2 **Categories of Transferred Assets**. The Transferred Assets include, without limitation: + + (a) **Equipment and Machinery**: All equipment, machinery, tools, furniture, fixtures, vehicles, and other tangible personal property identified in Schedule 1 to Exhibit A; + + (b) **Intellectual Property**: All patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, databases, computer software programs, and any other intellectual property rights (collectively, "Intellectual Property") identified in Schedule 2 to Exhibit A; and + + (c) **Other Assets**: All other assets, if any, identified in Schedule 3 to Exhibit A. + +1.3 **Excluded Assets**. Notwithstanding anything to the contrary contained herein, the Transferred Assets shall not include the assets, if any, listed on Exhibit B attached hereto (the "Excluded Assets"). + +## 2. CONSIDERATION + +2.1 **Consideration**. As consideration for the transfer of the Transferred Assets, Asset Holding Series shall [PAY/ISSUE/PROVIDE] to Transferor the consideration described in Exhibit C (the "Consideration") on the terms set forth therein. + +## 3. CLOSING + +3.1 **Closing**. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the exchange of documents and signatures on the Effective Date, or at such other time, date, and location as the Parties may mutually agree in writing. + +3.2 **Deliveries by Transferor**. At or prior to the Closing, Transferor shall deliver to Asset Holding Series: + + (a) A bill of sale in the form attached hereto as Exhibit D (the "Bill of Sale"), duly executed by Transferor; + + (b) An assignment of intellectual property in the form attached hereto as Exhibit E (the "IP Assignment"), duly executed by Transferor; + + (c) All certificates of title, registrations, and other documentation relating to the Transferred Assets; + + (d) All technical and operating documentation relating to the Transferred Assets, including without limitation, operating manuals, specifications, and warranties; and + + (e) Such other documents, instruments, and agreements as Asset Holding Series may reasonably request to effectuate the transactions contemplated hereby. + +3.3 **Deliveries by Asset Holding Series**. At or prior to the Closing, Asset Holding Series shall deliver to Transferor: + + (a) The Consideration as specified in Exhibit C; and + + (b) Such other documents, instruments, and agreements as Transferor may reasonably request to effectuate the transactions contemplated hereby. + +## 4. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR + +Transferor represents and warrants to Asset Holding Series as follows: + +4.1 **Organization and Authority**. If Transferor is an entity, Transferor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Transferor has full power and authority to enter into this Agreement and to perform its obligations hereunder. + +4.2 **Authorization; Binding Obligation**. The execution, delivery, and performance of this Agreement by Transferor have been duly authorized by all necessary action on the part of Transferor. This Agreement has been duly executed and delivered by Transferor and constitutes the legal, valid, and binding obligation of Transferor, enforceable against Transferor in accordance with its terms. + +4.3 **No Conflicts**. The execution, delivery, and performance of this Agreement by Transferor do not and will not (a) violate, conflict with, or result in the breach of any provision of Transferor's organizational documents (if applicable), (b) conflict with or violate any law or governmental order applicable to Transferor or any of the Transferred Assets, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise, or other instrument or arrangement to which Transferor is a party or by which any of the Transferred Assets are bound or affected. + +4.4 **Title to Transferred Assets**. Transferor has good and marketable title to all of the Transferred Assets, free and clear of all Encumbrances. Upon Closing, Asset Holding Series will receive good and marketable title to all of the Transferred Assets, free and clear of all Encumbrances. + +4.5 **Condition of Equipment and Machinery**. All equipment and machinery included in the Transferred Assets are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are used. + +4.6 **Intellectual Property**. + + (a) Schedule 2 to Exhibit A sets forth a true and complete list of all Intellectual Property included in the Transferred Assets. + + (b) Transferor owns or possesses adequate licenses or other valid rights to use all Intellectual Property included in the Transferred Assets, free and clear of all Encumbrances. + + (c) The Intellectual Property included in the Transferred Assets does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party, and no claim has been made or threatened asserting any such infringement, misappropriation, or violation. + + (d) No person is infringing, misappropriating, or otherwise violating any of the Intellectual Property included in the Transferred Assets, and no claim has been made or threatened against any person for any such infringement, misappropriation, or violation. + +4.7 **Compliance with Laws**. Transferor has complied with all applicable laws in connection with the ownership and use of the Transferred Assets. + +4.8 **Litigation**. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to Transferor's knowledge, threatened against Transferor relating to the Transferred Assets or that could affect Transferor's ability to consummate the transactions contemplated by this Agreement. + +4.9 **No Brokers**. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Transferor. + +## 5. REPRESENTATIONS AND WARRANTIES OF ASSET HOLDING SERIES + +Asset Holding Series represents and warrants to Transferor as follows: + +5.1 **Organization and Authority**. Parent LLC is duly organized, validly existing, and in good standing under the laws of the State of Texas. The Asset Holding Series has been duly established as a series of Parent LLC pursuant to the Texas Business Organizations Code § 101.601 et seq. and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Asset Holding Series has full power and authority to enter into this Agreement and to perform its obligations hereunder. + +5.2 **Authorization; Binding Obligation**. The execution, delivery, and performance of this Agreement by Asset Holding Series have been duly authorized by all necessary action on the part of Asset Holding Series and Parent LLC. This Agreement has been duly executed and delivered by Asset Holding Series and constitutes the legal, valid, and binding obligation of Asset Holding Series, enforceable against Asset Holding Series in accordance with its terms. + +5.3 **No Conflicts**. The execution, delivery, and performance of this Agreement by Asset Holding Series do not and will not (a) violate, conflict with, or result in the breach of any provision of Parent LLC's organizational documents or any documents governing the Asset Holding Series, (b) conflict with or violate any law or governmental order applicable to Asset Holding Series, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise, or other instrument or arrangement to which Asset Holding Series is a party. + +5.4 **No Brokers**. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Asset Holding Series. + +## 6. COVENANTS + +6.1 **Further Assurances**. From time to time after the Closing, without additional consideration, each Party shall (and shall cause its affiliates to) execute and deliver such further instruments and take such other action as may be necessary or reasonably requested by the other Party to make effective the transactions contemplated by this Agreement and to provide the other Party with the intended benefits of this Agreement. + +6.2 **Tax Matters**. Each Party shall be responsible for payment of any transfer taxes, sales taxes, recording fees, and other taxes and fees incurred by it or imposed upon it in connection with the transactions contemplated by this Agreement. + +6.3 **Confidentiality**. Each Party shall maintain the confidentiality of all confidential or proprietary information of the other Party disclosed in connection with the transactions contemplated by this Agreement, except as required by law or as necessary to perform its obligations hereunder. + +## 7. INDEMNIFICATION + +7.1 **Indemnification by Transferor**. Transferor shall indemnify, defend, and hold harmless Asset Holding Series, Parent LLC, and their respective managers, members, officers, employees, agents, and representatives (collectively, the "Asset Holding Series Indemnitees") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, "Losses"), arising out of or resulting from: + + (a) Any inaccuracy in or breach of any representation or warranty made by Transferor in this Agreement; + + (b) Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Transferor pursuant to this Agreement; + + (c) Any Excluded Asset or any liability or obligation of Transferor not expressly assumed by Asset Holding Series under this Agreement; or + + (d) Any third-party claim arising out of or resulting from Transferor's ownership or use of the Transferred Assets prior to the Closing. + +7.2 **Indemnification by Asset Holding Series**. Asset Holding Series shall indemnify, defend, and hold harmless Transferor and its officers, directors, employees, agents, and representatives (collectively, the "Transferor Indemnitees") from and against any and all Losses arising out of or resulting from: + + (a) Any inaccuracy in or breach of any representation or warranty made by Asset Holding Series in this Agreement; + + (b) Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Asset Holding Series pursuant to this Agreement; or + + (c) Any third-party claim arising out of or resulting from Asset Holding Series' ownership or use of the Transferred Assets after the Closing. + +7.3 **Series Liability Protection**. The Parties acknowledge and agree that, pursuant to Texas Business Organizations Code § 101.602, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Asset Holding Series are enforceable against the assets of the Asset Holding Series only, and not against the assets of the Parent LLC generally or any other series thereof. Nothing in this Agreement shall be construed to waive or limit the liability protection afforded to each series under Texas law. + +## 8. MISCELLANEOUS + +8.1 **Entire Agreement**. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written. + +8.2 **Amendments**. This Agreement may only be amended, modified, or supplemented by a written agreement executed by both Parties. + +8.3 **Assignment**. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. + +8.4 **Notices**. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or by overnight courier to the addresses set forth in the preamble or to such other address as either Party may designate by notice to the other Party. + +8.5 **Waiver**. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right. + +8.6 **Severability**. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. + +8.7 **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule. + +8.8 **Dispute Resolution**. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in [CITY], Texas, in accordance with the rules of the American Arbitration Association. + +8.9 **Counterparts**. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date. + +**[TRANSFEROR NAME]** + +By: ________________________ +Name: ______________________ +Title: _______________________ + +**[PARENT LLC NAME]**, on behalf of **[ASSET HOLDING SERIES NAME]** + +By: ________________________ +Name: ______________________ +Title: _______________________ + +--- + +## EXHIBIT A +**DESCRIPTION OF TRANSFERRED ASSETS** + +### Schedule 1 - Equipment and Machinery +[Detailed description of all equipment and machinery being transferred, including make, model, serial numbers, year of manufacture, location, and condition as applicable] + +### Schedule 2 - Intellectual Property +[Detailed description of all intellectual property being transferred, including registration/application numbers, jurisdictions, expiration dates, and other identifying information as applicable] + +### Schedule 3 - Other Assets +[Description of any other assets being transferred] + +--- + +## EXHIBIT B +**EXCLUDED ASSETS** + +[Description of any assets specifically excluded from the transfer] + +--- + +## EXHIBIT C +**CONSIDERATION** + +[Detailed description of the consideration for the transfer, which may include cash payment, membership interests, promissory note, assumption of liabilities, or other forms of consideration, along with payment terms, escrow arrangements, etc.] + +--- + +## EXHIBIT D +**FORM OF BILL OF SALE** + +[Form of bill of sale for tangible personal property] + +--- + +## EXHIBIT E +**FORM OF INTELLECTUAL PROPERTY ASSIGNMENT** + +[Form of assignment for intellectual property rights] \ No newline at end of file diff --git a/content/charters.turnsys.com/support/Contracts/PropertyUsageAgreement.md b/content/charters.turnsys.com/support/Contracts/PropertyUsageAgreement.md new file mode 100644 index 0000000..a1f920f --- /dev/null +++ b/content/charters.turnsys.com/support/Contracts/PropertyUsageAgreement.md @@ -0,0 +1,184 @@ +# PROPERTY USAGE AGREEMENT + +## Between Series of a Texas Series Limited Liability Company + +**THIS ASSET USAGE AGREEMENT** (the "Agreement") is made and entered into as of ________________, 20____ (the "Effective Date"). + +**BY AND BETWEEN:** + +**[PARENT LLC NAME]**, a Texas series limited liability company with its principal place of business at [ADDRESS] (the "Parent LLC"), on behalf of: + +**[ASSET HOLDING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Asset Holding Series") + +**AND** + +**[OPERATING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Operating Series") + +(Each individually a "Party" and collectively the "Parties") + +## RECITALS + +**WHEREAS**, Parent LLC is a series limited liability company duly formed and validly existing under the laws of the State of Texas; + +**WHEREAS**, pursuant to the Texas Business Organizations Code § 101.601 et seq., Parent LLC has established both the Asset Holding Series and the Operating Series as separate series of the Parent LLC, each with separate rights, powers, and duties with respect to specified property and obligations, and with separate business purposes as defined in the Company Agreement of Parent LLC; + +**WHEREAS**, Asset Holding Series owns and holds title to certain assets as more particularly described in Exhibit A attached hereto (the "Assets"); + +**WHEREAS**, Operating Series desires to use the Assets in connection with its business operations; and + +**WHEREAS**, Asset Holding Series desires to grant Operating Series the right to use the Assets subject to the terms and conditions set forth herein. + +**NOW, THEREFORE**, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: + +## 1. GRANT OF RIGHT TO USE + +1.1 **Right to Use**. Asset Holding Series hereby grants to Operating Series the right to use the Assets listed in Exhibit A for the Term (as defined below), subject to the terms and conditions of this Agreement. + +1.2 **Ownership**. The Parties acknowledge and agree that the Assets shall remain the sole and exclusive property of Asset Holding Series, and Operating Series shall acquire no ownership, title, or other proprietary interest in the Assets except as expressly set forth in this Agreement. + +## 2. TERM AND TERMINATION + +2.1 **Term**. This Agreement shall commence on the Effective Date and shall continue for a period of [TERM PERIOD] (the "Initial Term"), unless earlier terminated as provided herein. + +2.2 **Renewal**. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive [RENEWAL PERIOD] periods (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal at least [NOTICE PERIOD] prior to the end of the then-current Term. + +2.3 **Termination**. This Agreement may be terminated: + (a) By mutual written agreement of the Parties; + (b) By either Party upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [CURE PERIOD] days after receiving written notice thereof; + (c) Automatically, if either Party ceases to be a series of the Parent LLC; or + (d) By Asset Holding Series immediately upon written notice if Operating Series uses the Assets in a manner that violates applicable law or that materially threatens damage to the Assets. + +2.4 **Effect of Termination**. Upon termination or expiration of this Agreement for any reason: + (a) All rights granted to Operating Series hereunder shall immediately terminate; + (b) Operating Series shall immediately cease all use of the Assets; + (c) Operating Series shall, at its expense, promptly return the Assets to Asset Holding Series in the same condition as they were provided, reasonable wear and tear excepted; and + (d) Any amounts due to Asset Holding Series shall become immediately payable. + +## 3. USAGE FEE + +3.1 **Fee**. In consideration for the right to use the Assets, Operating Series shall pay to Asset Holding Series a usage fee as set forth in Exhibit B (the "Usage Fee"). + +3.2 **Payment Schedule**. The Usage Fee shall be paid [PAYMENT FREQUENCY] on or before the [DAY] day of each [MONTH/QUARTER/YEAR], without demand, offset, or deduction. + +3.3 **Late Payments**. Any payments not made within [GRACE PERIOD] days of the due date shall bear interest at the rate of [INTEREST RATE]% per annum from the due date until paid in full. + +## 4. MAINTENANCE AND REPAIRS + +4.1 **Routine Maintenance**. [PARTY RESPONSIBLE] shall be responsible for routine maintenance of the Assets as described in Exhibit C. + +4.2 **Repairs**. Operating Series shall promptly notify Asset Holding Series of any damage to the Assets or need for repairs. [PARTY RESPONSIBLE] shall be responsible for all repairs necessary to maintain the Assets in good working condition. + +4.3 **Improvements**. Operating Series shall not make any alterations, additions, or improvements to the Assets without the prior written consent of Asset Holding Series. Any approved alterations, additions, or improvements shall become the property of Asset Holding Series. + +## 5. INSURANCE + +5.1 **Required Insurance**. [PARTY RESPONSIBLE] shall, at its own expense, maintain insurance coverage for the Assets as specified in Exhibit D during the Term. + +5.2 **Proof of Insurance**. Upon request, [PARTY RESPONSIBLE] shall provide evidence of insurance coverage to the other Party. + +## 6. USE OF ASSETS + +6.1 **Permitted Use**. Operating Series shall use the Assets solely in connection with its legitimate business operations and in accordance with applicable laws, regulations, and the terms of this Agreement. + +6.2 **Prohibited Uses**. Operating Series shall not: + (a) Use the Assets for any unlawful purpose; + (b) Use the Assets in any manner that could damage, disable, or impair the Assets; + (c) Sublicense, lease, rent, sell, or otherwise transfer the right to use the Assets; or + (d) Use the Assets in any manner inconsistent with the terms of this Agreement. + +## 7. REPRESENTATIONS AND WARRANTIES + +7.1 **Asset Holding Series Representations**. Asset Holding Series represents and warrants that: + (a) It has the right and authority to enter into this Agreement and to grant the rights provided herein; + (b) It has good and marketable title to the Assets, free and clear of all liens, encumbrances, and other restrictions; and + (c) To its knowledge, the Assets do not infringe upon or violate the rights of any third party. + +7.2 **Operating Series Representations**. Operating Series represents and warrants that: + (a) It has the right and authority to enter into this Agreement; and + (b) It shall use the Assets in compliance with all applicable laws, regulations, and the terms of this Agreement. + +## 8. LIMITATION OF LIABILITY + +8.1 **Disclaimer of Warranties**. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ASSETS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. + +8.2 **Limitation of Liability**. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. + +## 9. INDEMNIFICATION + +9.1 **Operating Series Indemnification**. Operating Series shall indemnify, defend, and hold harmless Asset Holding Series, the Parent LLC, and their respective managers, members, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: + (a) Operating Series' use of the Assets; + (b) Operating Series' breach of this Agreement; or + (c) Operating Series' violation of any applicable law or regulation. + +9.2 **Asset Holding Series Indemnification**. Asset Holding Series shall indemnify, defend, and hold harmless Operating Series, the Parent LLC, and their respective managers, members, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: + (a) Any material defect in the Assets that existed prior to the Effective Date; + (b) Asset Holding Series' breach of this Agreement; or + (c) Asset Holding Series' violation of any applicable law or regulation. + +## 10. RELATIONSHIP OF THE PARTIES + +10.1 **No Joint Venture**. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. + +10.2 **Series Liability Protection**. The Parties acknowledge and agree that, pursuant to Texas Business Organizations Code § 101.602, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to one series are enforceable against the assets of that series only, and not against the assets of the Parent LLC generally or any other series thereof. Nothing in this Agreement shall be construed to waive or limit the liability protection afforded to each series under Texas law. + +## 11. MISCELLANEOUS + +11.1 **Entire Agreement**. This Agreement, including all exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written. + +11.2 **Amendments**. This Agreement may only be amended, modified, or supplemented by a written agreement executed by both Parties. + +11.3 **Assignment**. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. + +11.4 **Notices**. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or by overnight courier to the addresses set forth in the preamble or to such other address as either Party may designate by notice to the other Party. + +11.5 **Waiver**. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right. + +11.6 **Severability**. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. + +11.7 **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule. + +11.8 **Dispute Resolution**. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in [CITY], Texas, in accordance with the rules of the American Arbitration Association. + +11.9 **Counterparts**. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date. + +**[PARENT LLC NAME]**, on behalf of **[ASSET HOLDING SERIES NAME]** + +By: ________________________ +Name: ______________________ +Title: _______________________ + +**[PARENT LLC NAME]**, on behalf of **[OPERATING SERIES NAME]** + +By: ________________________ +Name: ______________________ +Title: _______________________ + +--- + +## EXHIBIT A +**DESCRIPTION OF ASSETS** + +[Detailed description of all assets covered by this agreement, including identification numbers, locations, and conditions as applicable] + +--- + +## EXHIBIT B +**USAGE FEE SCHEDULE** + +[Detailed payment terms, amounts, calculation methods, etc.] + +--- + +## EXHIBIT C +**MAINTENANCE RESPONSIBILITIES** + +[Detailed breakdown of maintenance responsibilities for each party] + +--- + +## EXHIBIT D +**INSURANCE REQUIREMENTS** + +[Detailed insurance requirements including types of coverage, minimum coverage amounts, etc.] \ No newline at end of file diff --git a/content/charters.turnsys.com/support/CorePrinciples.md b/content/charters.turnsys.com/support/CorePrinciples.md new file mode 100644 index 0000000..1f2e412 --- /dev/null +++ b/content/charters.turnsys.com/support/CorePrinciples.md @@ -0,0 +1,14 @@ +# Core Principles for TSYS Group + +- Everything is an HTTP object +- file shares are where things go to die +- self host all of the things +- AGPL all the things +- public by default +- no copyright assignment ever for FLO projects +- use of discourse for all communications +- async all the things +- fully remote forever +- fully distributed forever +- long form communication + \ No newline at end of file diff --git a/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/md5Initial b/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/md5Initial new file mode 100644 index 0000000..94f8d92 --- /dev/null +++ b/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/md5Initial @@ -0,0 +1,2 @@ +fc70f5f6291a4d5d104cf059f48961ad 1.0/operating-agreement.md +fc70f5f6291a4d5d104cf059f48961ad SuboSysLLC/SuborbitalSystemsLLCOpAgreement.md diff --git a/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx b/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx new file mode 100644 index 0000000..da3700f Binary files /dev/null and b/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx differ diff --git a/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.md b/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.md new file mode 100644 index 0000000..db13c49 --- /dev/null +++ b/content/charters.turnsys.com/support/LegacyAgreements/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.md @@ -0,0 +1,1353 @@ +**LLC Operating Agreement** + +Texas Series LLC + +**Limited Liability Company Operating Agreement** + +**of** + +**Turn Net Systems LLC** + +This Limited Liability Company Operating Agreement as amended from time +to time, including all Supplements (defined below) (the "**Agreement**") +of Turn Net Systems LLC, a Texas limited liability company (the +"**Company**") is entered into as of January 15, 2018 by Turn Net +Systems LLC. + +In order to form a limited liability company pursuant to and in +accordance with the Texas Business Organization Code (BOC), as amended +from time to time, the Members hereby agree as follows: + +**1. Definitions.** The following terms as used in this Agreement shall +be defined as follows: + +1.1 "**Certificate of Formation**" means the document filed with the +Texas Secretary of State required to form a limited liability company in +Texas. + +1.2 "**Person**" whether capitalized or not, means any individual, sole +proprietorship, joint venture, partnership, corporation, company, firm, +bank, association, cooperative, trust, estate, government, governmental +agency, regulatory authority, or other entity of any nature. + +1.3 "**Initial Member**" or "**Initial Members**" means those Persons +whose names are set forth in the first version of Schedule 1. A +reference to an "**Initial Member**" means any of the Initial Members. + +1.4 "**Membership Interest**" or "**Beneficial Interest**" means a +Person\'s right to share in the income, gains, losses, deductions, +credit or similar items of, and to receive distributions from, the +Company or Series, but does not include any other rights of a Member, +including the right to vote or to participate in management. + +1.5 "**Member**" means an Initial Member or a Person who otherwise +acquires a Membership Interest, as permitted under this Agreement, and +who remains a Member. Each Member may be a member with respect to one or +more Series as herein provided. + +1.6 "**Series**" means each separate series of limited liability company +interests in the Company established or provided in Sections 2 and 3 of +this Agreement and in accordance with the BOC. The Company may establish +various Series with differing Members, differing assets and separate +liabilities as more specifically provided in Section 3. + +1.7 "**Assignee**" means a Person who has acquired a Member's Membership +Interest in a Company Series, through a Transfer in accordance with the +terms of this Agreement. + +1.8 "**Accounting Policies and Procedures**" means the policies and +procedures adapted from time to time by the Board Of Directors for +preparation of the Company financial statement, financial projects and +other accounting reports. + +1.9 "**Adverse Consequences**" means all actions, suits, proceedings, +hearings, investigations, charges, complaints, demands, injunctions, +judgments, orders, decrees, rulings, damages, dues, penalties, fines, +costs, amounts paid in settlement, liabilities, obligations, liens, +losses, expenses, and fees, including court costs and reasonable +attorney's fees and expenses. + +1.10 "**Affiliate**" means, with respect to a Person, another Person, +directly or indirectly, through one or more intermediaries, controlling, +controlled by, or under common control with the Person in question. The +term "control" shall mean the possession, directly or indirectly, of the +power to direct or cause the direction of the management or policies of +the controlled Person. + +1.11 "**Assigning Member**" means a Member who by means of a Transfer +has transferred his or her Membership Interest in the Company to an +Assignee. + +1.12 "**Business Day**" means any day other than Saturday, Sunday or +other day on which commercial banks in Texas are authorized or required +to be closed under the laws of the state of Texas. + +1.13 "**Capital Account**" means, as to any Member, a separate account +maintained and adjusted in accordance with Section 4.3 (Allocation of +Profits and Losses). + +1.14 "**Capital Contribution**" means, with respect to any Member, the +amount of money, the forgiveness of any debt, the Fair Market Value of +any services or property (other than money) contributed to the Company +(net of liabilities secured by such contributed property that the +Company is considered to assume or take "subject to" under IRC Section +752) in consideration of a Percentage Interest held by such Member. +Under no conditions shall a Capital Contribution be deemed a loan. + +1.15 "**Code"** or "**IRC**" means the Internal Revenue Code of 1986, as +amended, and any successor provision. + +1.16 "**Confidential Information**" means everything encapsulated in the +Turn Net Systems Mutual NDA. + +1.17 "**Series Property**" means all assets, real, personal and other, +owned by the Series, whether or not contributed to the Series by a +Member. + +1.18 "**Encumber**" means the act of creating or purporting to create an +Encumbrance, whether or not perfected under applicable law. + +1.19 "**Encumbrance**" means, with respect to any Membership Interest, +or any element thereof, a mortgage, pledge, security interest, lien, +proxy coupled with an interest (other than as contemplated in this +Agreement), option, or preferential right to purchase. + +1.20 "**Fair Market Value**" or "**FMV**" means, with respect to any +item Series Property, the item\'s adjusted basis for federal income tax +purposes, except as follows: + +\(a\) The Fair Market Value of any property contributed by a Member to a +Series shall be the value of such property, as mutually agreed by the +contributing Member and the Series Members; and + +\(b\) The Fair Market Value of any item of Series Property distributed +to any Member shall be the value of such item of property on the date of +distribution, as mutually agreed by the receiving Member and the Series. + +1.21 "**Family**" means, with respect to a specified individual, such +individual's lineal or adopted descendants, his or her parents, spouse, +domestic partner, significant other, siblings, and lineal or adopted +descendants of any thereof, and any family limited partnership, trust or +other fiduciary or other entity solely for the benefit of (x) such +individual, (y) such individual's lineal or adopted descendants or (z) +such individual's parents, spouse, domestic partner, significant other, +siblings or lineal or adopted descendants of any thereof. + +1.22 "**Fiscal Year**" shall be from January 1 of each year until or +unless changed by a Majority Vote of the Members. + +1.23 "**Intellectual Property Rights**" means (a) all inventions +(whether or not patentable and whether or not reduced to practice), all +improvements thereto, and all patents, patent applications, and patent +disclosures, together with all reissuances, divisions, continuations, +continuations-in-part, revisions, renewals, extensions, and +reexaminations thereof, (b) all works of authorship, including all mask +work rights, database rights and copyrightable works, all copyrights, +all applications, registrations and renewals in connection therewith, +and all moral rights, (c) all trade secrets, (d) all registered and +unregistered trademarks, service marks, trade dress, domain names, +logos, trade names, and corporate names, together with all translations, +adaptations, derivations, and combinations thereof and including all +goodwill associated therewith, and all applications, registrations and +renewals in connection therewith, (e) all derivative works of any of the +foregoing; (f) any other similar rights or intangible assets recognized +under any laws or international conventions, and in any country or +jurisdiction in the world, and above the world (in space or near space), +as intellectual creations to which rights of ownership accrue, and all +registrations, applications, disclosures, renewals, extensions, +continuations or reissues of the foregoing now or hereafter in force, +and (g) all copies and tangible or intangible embodiments of all of the +foregoing (a) through (f) in any form or medium throughout the world, +above the world (in space or near space). Any of the foregoing as it +conflicts with the separately executed Turn Net Systems LLC IP +assignment agreement shall not be binding. + +1.24 "**Investment Entity**" means any Person in which the Company or a +Series has an Investment. + +1.25 "**Management Series**" means the Series established in Turn Net +Systems LLC Management Series Supplement provided to pursue management +activities of the Company. + +1.26 "**Board Of Directors**" means the collective group of persons +hereafter designated as Board Of Directors in accordance with this +Agreement, until such Person ceases to be a Director. + +1.27 "**Involuntary Transfer**" means, with respect to any Membership +Interest, or any element thereof, any Transfer or Encumbrance, whether +by operation of law, pursuant to court order, foreclosure of a security +interest, execution of a judgment or other legal process, or otherwise, +including a purported transfer to or from a trustee in bankruptcy, +receiver, or assignee for the benefit of creditors. + +1.28 "**Member Percentage Interest"** means the percentage set forth in +the Series supplement. + +1.29 "**Series Manager**" means any Person hereafter designated as a +Manager of a particular Series in accordance with this Agreement, as +each may from time to time be appointed. + +1.30 "**Profits and Losses**" means, for each fiscal year or other +period specified in this Agreement, an amount equal to the Company\'s +taxable income or loss for such year or period, determined in accordance +with Section 703 (a) of the Code. + +1.31 "**Reserve Amount**" means the amount from time to time established +by the Board Of Directors as a reserve to meet the reasonably +anticipated working capital needs of the Company and the Series. + +1.32 "**Series Member**" means a Member with respect to a particular +Series as established in accordance with this Agreement. + +1.33 "**Selling Member**" means a Member desires to sell any of his or +her Membership Interests. + +1.34 "**Sharing Ratios**" means the percentages in which Members +participate in and bear, certain items. Sharing Ratios shall be +established separately for each Series and for each Member therein, with +each Series Member having the Series Sharing Ratio with respect to such +Series as established in the Supplement establishing such Series. + +1.35 "**Substituted Member**" means a Transferee, other than an existing +Member, of the Membership Interest who may be admitted as a Member with +respect to such Membership Interest. + +1.36 "**Successor in Interest**" means an Assignee, a successor of a +Person by merger or otherwise by operation of law, or a transferee of +all or substantially all of the business or assets of a Person. + +1.37 "**Supplement**" means a supplement to this Agreement establishing +a Series, substantially in the form attached hereto as Schedule 3.1, +executed by the Board Of Directors, Series Manager and, where required +hereunder, the Series Members of the applicable Series. Schedule 3.1 is +the general form for establishing a Series hereunder, and is subject to +modification as approved by the Board Of Directors to establish Series, +to admit new Members to a Series, or to modify the provisions pertaining +to an existing Series. Each Supplement is hereby incorporated into, and +made a part hereof. + +1.38 "**Cause**" means (A) a finding by a court or other government body +or a plea or similar agreement admitting that an act or omission +constitutes a felony under the laws of the United States or the state of +Texas, or a violation of the securities law of any United States +governmental or self-regulatory body, (B) a material and/or fiduciary +breach of this agreement, or (C) fraudulent behavior. + +**2. Organization.** + +2.1 Company Name. The name of the limited liability company formed +hereby shall be Turn Net Systems LLC. + +2.2 Purpose. The Company shall have the power (whether conducted +directly or indirectly through any type of Investment in any type of +Person or through Series) to engage in any activity permitted by law. +This is inclusive of but not limited to the following activities and +approved by the Board Of Directors: acquiring, owning, holding, +maintaining, improving, developing, operating, managing, leasing, +selling, exchanging, and otherwise dealing with various technological +products and services; any other business or activity approved by the +Board Of Directors; and the financing of any of the foregoing +activities. Without limiting the generality of the foregoing, +Investments may take the form of acquisitions of interests in general +partnership, limited partnership, joint ventures, corporation, +syndicates, associates, business trust, limited liability companies, +undivided, sale-leaseback transition or the direct acquisition of +investment assets. + +2.3 Place of Business and Office; Resident Agent. The name and address +of the registered agent of the Company for service of process on the +Company in the State of Texas is: InCorp Services, Inc. 815 Brazos St., +Ste. 500 Austin, TX 78701 + +2.4 Term. The term of the Company shall commence upon the filing of the +Certificate of Formation with the Texas Secretary of State and shall +have perpetual existence unless it shall be dissolved and its affairs +shall have been wound up as provided in Section 10 (Dissolution and +Winding Up of Business). + +2.5 Qualification in Other Jurisdictions. The Company may register in +any other jurisdiction upon the approval of the Board Of Directors. + +2.6 No State Law Partnership. The Company shall not be a partnership or +joint venturer under any state or federal law, and no Member or Manager +shall be a partner or joint venture of any other Member or Manager for +any purposes; other than under the Code or other applicable tax laws, +and this Agreement may not be construed otherwise. + +2.7 Series of Members and Membership Interests. The Company, with the +Board Of Directors approval, may establish separate Series, as +contemplated by Section 101.601-101.622 of the Texas Business +Organization Code. Each Series may have separate Members and each Series +(i) will own separate assets, (ii) will have the separate rights and +powers as herein provided, and (iii) may have separate investment and +business purposes. The debts, liabilities, obligations and expenses +incurred, contracted for or otherwise existing from time to time with +respect to a particular Series shall be enforceable against the assets +of such Series only, and not against the assets of any other Series or +of the Company generally, none of the debts, liabilities, obligations +and expenses incurred, contract for, or otherwise existing with respect +to the Company generally or any other Series shall be enforceable +against the assets of such Series. + +\(b\) Upon admission to the Company, each Member may be designated as a +Series Member of a particular Series. A Member may be a member of more +than one Series. Each Member shall have the rights, duties and powers as +herein provided with respect to each Series of which it is a member. +Members of a Series will be designated by the Board Of Directors and +Series Manager. No Member shall have the right to vote any matter +pertaining to a particular Series, or with respect to the Company +generally, except as herein expressly provided. + +**3.Membership Series, Disposition of Interests** + +3.1 Membership Series. + +(a)The Company may from time to time, with the Board Of Directors's +prior approval, establish new Series. No Member shall have any right to +vote on the establishment of any new Series. + +(b)The Board Of Directors shall establish new Series by completing and +executing a Supplement therefore and causing each Series Member of such +Series to execute such Supplement, and if any such Series Member is a +married individual, in a common law marriage, or having a domestic +partner, causing each such Series Member's spouse, common law marriage +partner or domestic partner to execute a Consent of Spouse +("**Consent**") in the form of Exhibit A. Upon completion and execution +of each such Supplement and Consent, a new Series shall be established +with the Series Members therein designated, each of which shall have the +rights, duties and obligations established by this Agreement as +specified by such Supplement. + +(c)Once a Series has been established and the initial Series Members +therefore are admitted to such Series (such admission to be effective +upon their execution of the Supplement and, if applicable, the Consent), +no additional Members may be admitted to such Series without the Board +Of Directors and Series Manager prior approval. If the Board Of +Directors and Series Manager so approves, additional Members may be +admitted to such Series and each Series Member's Sharing Ratio therein +shall be subject to dilution to reflect the admission of such new Member +under the terms and conditions approved by the Series Manager. Unless a +Series Member agrees otherwise, any such dilution shall be prospective +only, and the Series Membership shall continue to share in distributing +of funds derived for any accounts receivable of the Series existing on +the date the new Members are admitted thereto in accordance with their +Series Sharing Rations preceding such dilution. Such admission may be +reflected as an amendment to the applicable supplement which shall be +valid (and such admission shall be effective) if executed by the Series +Manager and the new Members. Not withstanding the foregoing, if and to +the extent new Member's Series Sharing Ratio in such Series that has +vested pursuant to the provision of Section 3.4 and/or the applicable +Supplement shall not be subject to dilution by such admission; only the +position of such Series Sharing Ratios that has not so vested shall be +subject to dilution. + +3.2 Dispositions of Membership Interests. + +(a)General Restriction. A Member may not make an assignment, transfer or +other disposition (voluntarily, involuntarily or by operation of law) (a +"**Transfer**") of all or any portion of his or her Membership Interest, +nor pledge, mortgage, hypothecate, grant a security interest in, or +otherwise encumber (an "**Encumbrance**") all or any portion of its +Membership Interest, + +Any attempted Transfer of all or any portion of a Membership Interest, +other than in strict accordance with this Section, shall be void. + +3.3 Conflicts of Interest. \[Specify any restrictions on other +activities, if any\]. + +3.4 Resignation and Removal; Vesting and Conversion of Certain +Membership Interests. + +\(a\) Expulsion of a member for Cause. Expulsion of a Member requires an +affirmative vote by the Board Of Directors and by all Members in each +Series which the Member subject to expulsion is a Member of. The Member +subject to expulsion is not eligible to vote in the proceeding. + +\(b\) Self withdrawal of a Member requires an affirmative vote by the +Board Of Directors and by all Series Members which the applicable Member +is a Member of. The Member requesting self withdrawal is not eligible to +vote in the proceeding. + +\[Specify provisions on withdrawal, removal and vesting of membership +interests, if any\]. + +3.5 Creation of Additional Membership Interests. In addition to the +establishment of Series pursuant to Section 3.1 (Membership Series), +additional Membership Interests may be created and issued to existing +Members or to other Persons, and such other Persons may be admitted to +the Company as Members in one or more classes, with the approval of the +Board Of Directors, Series Manager and Series Members on such terms and +conditions as the Board Of Directors and Series Manager may approve at +the time of admission. The creation of new Membership Interests, the +admission of any new Members, or the creation of any new class or group +of Members in accordance with this Agreement may (i) result in the +dilution of the Sharing Ratios of existing Members, and (ii) be +reflected as an amendment to this Agreement or a Supplement which shall +be valid if executed by the Board Of Directors, Series Manager, existing +Members and new Member. Any such new Member that is a married individual +shall also, as a condition to becoming a Member, cause his or her spouse +to execute a Consent. + +3.6 Company Information. In addition to the other rights specifically +set forth in this Agreement, each Member is entitled to the following +information under the circumstances and conditions set forth in the BOC: +(1) true and full information regarding the status of the business and +financial condition of each Series of which it is a Series Member; (2) +promptly after becoming available, a copy of the Company's federal, +state and local income tax returns for each year applicable to each +Series of which it is a Series Member; (3) a current list of the name +and last known business, or mailing address of each Member and Manager; +(4) a copy of this Agreement and only those Supplements applicable to +each Series of which it is a Series Member, the Company's Certificate of +Formation, and all amendments to such documents; (5) true and full +information regarding the amount of cash and a description and statement +of the agreed value of any other property or services contributed by +each Member and which each Member has agreed to contribute in the +future, and the date on which each became a Member, to the extent +applicable to each Series of which it is a Series Member; and (6) other +information regarding the affairs of the Company to which that Member is +entitled pursuant to the BOC (including all the Company books and +records) to the extent applicable to each Series of which it is a Series +Member. To the maximum extent permitted by law, neither the Company nor +any Manager shall be obligated to provide any information to any Member +regarding a Series of which it is not a Series Member, and each Member +waives any rights it may have to such company information. + +3.7 Liability to Third Parties. No Member, solely by reason of being a +member, shall be liable for the debts, obligations, or liabilities of +the Company. + +3.8 Waiver of Fiduciary Duties. To the maximum extent permitted by law, +each Member absolutely and irrevocably waives any and all claims, +actions, causes of action, loss, damage and expense including any and +all attorneys' fees and other costs of enforcement arising out of or in +connection with any breach of any fiduciary duty by any other Member or +Manager or any of its Affiliates in the nature of actions taken or +omitted by any such other Persons, which actions or omissions would +otherwise constitute the breach of any fiduciary duty owed to the +Members, except a breach of any specific term of this Agreement. It is +the express intent of the Members that each Member and Manager and each +and all of their Affiliates shall be and hereby are relieved of any and +all fiduciary duties which might otherwise arise out of or in connection +with this Agreement to the Members or any of them. + +**4.Management of the Company and Series** + +4.1 Management of Company and Series. + +\(a\) The Series Manager shall be fully empowered and authorized to +implement the terms and provisions of each Board Of Directors approved +Business Plan and Annual Budget on behalf of the Series, subject to the +limitations set forth in Section 4.1(d). + +(b)The day to day affairs of each Series shall be directed by the Series +Manager therefore. The Series Manager shall be fully empowered and +authorized to implement the terms and provisions of each approved +Business Plan and Annual Budget on behalf of the Series, subject to the +limitations set forth in Section 4.1(d). + +\(c\) Not later than February 1 of each year, each Series Manager shall +deliver to the Board Of Directors a detailed proposed business plan (the +"**Business Plan**") for the Company's next succeeding fiscal year, +which shall include the proposed budget for such year (the "**Annual +Budget**"). + +The Business Plan and Annual Budget shall contain such other information +as the Series Manager wishes to include and shall contain such +information as the Board Of Directors may request. The Board Of +Directors will review the proposed Annual Budget and Business Plan, and +subject to required revisions, approve the same for the next succeeding +fiscal year no later than November 15 of each year. + +The Business Plan and Annual Budget shall include projected revenues, +expenses for the year in question, projected investment activities and +such other matters as the Series Manager may deem appropriate. If the +Annual Budget provides for a contingency or similar line item, then +unless otherwise specifically provided to the contrary therein, the +Series Manager shall be empowered to expend the amount set forth in such +line item for the Series obligations. If the Business Plan is not +approved by the date set forth above, then: (i) any items or portions +thereof that have been approved will become operative immediately; and +(ii) with respect to the Annual Budget, the Series Manager may expend, +in respect of noncapital or recurring expenses in any quarter of the +then current calendar year, an amount equal to the budget amount for the +corresponding quarter of the immediately preceding calendar year, as set +forth on the last approved Annual Budget after giving effect to any +material changes to the Series or its properties during the prior year; +however, if any contract approved as a part of any prior approved Annual +Budget or Business Plan provides for automatic increases in costs +thereunder after the beginning of the then current calendar year, then +the Series Manager may expend the amount of that increase. + +\(d\) Following submission and recording of the final version of the +Business Plan and Annual Budget, the Series Manager shall be authorized +to take the actions, incur obligations and make the expenditures therein +expressly set forth. The Series Manager shall not have any authority or +power to take any action on behalf of the Company or Series that would +constitute a Major Decision (as defined below), unless it has been +expressly approved in writing by the Board Of Directors. As used herein, +the term "**Major Decision**" shall include the following: + +\(1\) causing the Company or a Series to enter into any agreement which +would subject the Company or a Series or its assets to any recourse +liability for borrowings, or for capital contributions to any Person; + +\(2\) causing the Company or a Series to grant any interests in the +assets, profit, and income of the Company or a Series; + +\(3\) causing a dissolution of the Company or any Series; + +\(4\) regarding the Company assets, any sale, transfer, exchange, +mortgage, financing, hypothecation or encumbrance of all or any part +thereof, or any modification of the terms of the foregoing; + +\(5\) regarding the Company and Series financial affairs, (A) +determination of major accounting policies including selection of +accounting methods and making various decisions regarding treatment and +allocation of transactions for federal and state income, franchise or +other tax purposes (B) determination of the terms and conditions of all +borrowings of the Company or a Series and the identity of the lender +thereof (or (i) applicable Budget therefor; + +\(6\) regarding any Series Capital Contributions; + +\(7\) regarding the Company operations, approval of insurance coverages, +the underwriters thereof and claims related thereto, the settlement of +any litigation that is not fully covered by insurance involving more +than \$1000.00, entering into any contract which obligates the Company +or a Series for more than \$500.00 (except to the extent expressly set +forth in an Annual Budget) or which cannot be cancelled without payment +of a cancellation fee or other premium on not more than 30 days prior +notice; and entering into any lease for office space; + +\(8\) filing of any petition or consenting to the filing of any petition +that would subject the Company or a Series to a bankruptcy or similar +proceeding; + +\(9\) any other action which, considered before the taking thereof, +could reasonably be expected to have a material effect upon the business +or affairs of the Company or a Series or is a breach of fiduciary duty. + +4.2 Each Manager shall discharge its duties in a good and proper manner +as provided for in this Agreement. Each Manager, on behalf of the +Company or Series, as applicable, shall enforce agreements entered into +by the Company or the applicable Series, and conduct or cause to be +conducted the ordinary business and affairs of the Company or Series in +accordance with good industry practice and the provisions of this +Agreement. No Series Manager shall be required to devote a particular +amount of time to the Company's or Series business, but shall devote +sufficient time to perform its duties hereunder. The Company, or any +Series, may rely upon any action taken or document executed by the +applicable Series Manager or any Officer without duty of further +inquiry, and may assume that such Series Manager or Officer has the +requisite power and authority to take the action or execute the document +in question. + +4.3 Compensation of Members. Except as otherwise specifically provided +herein, no compensatory payment shall be made by the Company to any +Series Member for the services to the Company or Series of such Member +or any member or employee of such Member. + +4.4 Officers. The Board Of Directors may from time to time, designate +one or more Persons to be officers or agents of the Company (an +"**Officer**"). Any Officer so designated shall have such title and +authority and perform such duties as the Board Of Directors may, from +time to time, designate. Unless the Board Of Directors decides +otherwise, if the title is one commonly used for officers of a business +corporation, the assignment of such title shall constitute the +delegation to such Officer of the authority and duties that are normally +associated with that office, subject to any specific delegation of +authority and duties made to such Officer by the Board Of Directors. +Each Officer shall hold office until his successor shall be duly +designated and shall qualify or until his death or until he shall resign +or shall have been removed. The salaries or other compensation, if any, +of the Officers and agents of the Company shall be fixed from time to +time by the Board Of Directors. Any Officer may resign as such at any +time. Any Officer may be removed as such, with or without Cause, by the +Board Of Directors. Designation of an Officer shall not, in and of +itself, create contract rights. The initial Officers of the Company are: +Charles N Wyble, CEO; and Patti A Wyble, CFO. + +4.5 Indemnification; Reimbursement of Expenses; Insurance. 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: (a) the Series shall indemnify each Series Manager or +Member for the entirety of any Adverse Consequences that a Series +Manager, or Member may suffer including, but not limited to, any +Manager, or Member 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 Manager, Member and was +acting within scope of duties or under the authority of the Series and +was not in breach of agreements or violating fiduciary responsibility; +(b) the Series shall pay a Manager or Member for expenses incurred by +him or her (1) in advance of any deposition of a Proceeding to which +such Manager or Member is a party, and (2) in connection with his or her +appearance as a witness or other participation in any Proceeding. Such +indemnification shall also include counsel fees. The Series may +indemnify and advance expenses to an employee or agent of the Series to +the same extent and subject to the same conditions under which it may +indemnify and advance expenses to the Manager or Members under the +preceding sentence. The provisions of this Section shall not be +exclusive of any other right under any law, provision of the Certificate +or this Agreement, or otherwise. Notwithstanding the foregoing, this +indemnity shall not apply to actions constituting gross negligence, +willful misconduct or bad faith, or involving a material or fiduciary +breach of this Agreement or the duties set forth herein, which breach, +in the Series Manager's reasonable opinion, causes a substantial loss to +the Series, but shall apply to actions constituting simple negligence. +The Series may purchase and maintain insurance to protect itself and any +Manager, Member, employee or agent of the Series, whether or not the +Series would have the power to indemnify such Person under this Section. +This indemnification obligation shall be limited to the assets of the +Series, and no Member shall be required to make a Capital Contribution +in respect thereof. + +**5.Accounts and Records.** + +5.1 Records and Accounting; Reports; Fiscal Affairs. Proper and complete +records and books of accounting of the business of the Company, +including a list of names, addresses and interests of all Members, shall +be maintained under the direction of the Board Of Directors at the +Company's principal place of business. Each Member or his or her duly +authorized representative may examine the books of account of the +Company records, reports and other papers regarding the business and +financial condition of the Company, make copies and extracts therefrom +at such Member's expense, and discuss the affairs, finances and accounts +of the Company with independent public accountants of the Company, all +at such reasonable times and as often as may be reasonably requested. + +The books and records of the Company shall be kept on a cash basis in +accordance with generally accepted accounting principles applied on a +consistent basis, and in all events shall conform with Generally +Accepted Accounting Policies and Procedures. + +5.2 Fiscal Year End. The fiscal year end of the Company shall be +December 31. + +5.3 Keeper of the Books. At all times during the term of existence of +the Company, and beyond that term if deemed by Board Of Directors to be +necessary, the CFO shall keep or cause to be kept the books of accounts +referred to in Section 5.1 (Records and Accounting), and the following: + +\(a\) A current list of the full name and last known business or +residence address of each Member and each Series, together with the +Capital Contribution and the share in Profits and Losses of each Member; + +\(b\) A copy of the Certificate of Formation, as amended; + +\(c\) Executed counterparts of this Agreement, as amended; + +\(d\) Executed Supplements and Consents, if any; + +\(e\) Separate and distinct records for each Series and all Series +Investments and other assets, Series Members, Series Sharing Ratios, and +the Membership Interests attributable to each Series in accordance with +the provisions of the BOC. The separate books and records kept for each +Series shall be maintained in accordance with the provisions of this +Section. + +\(f\) Any powers of attorney under which the Company takes action; + +\(g\) Copies of the Company\'s federal, state, and local income tax or +information returns and reports, if any, for the six (6) most recent +taxable years; + +\(h\) Financial statements of the Company for the six (6) most recent +fiscal years; and + +\(i\) All Company records as they relate to the Company\'s internal +affairs for the current and past four (4) fiscal years. + +5.4 Member Examination of Records. Each Member, at its expense and under +the circumstance and conditions set forth in the BOC, may at all +reasonable times during usual business hours, audit, examine and make +copies of account records, files and bank statements of the Company +applicable to each Series of which it is a Series Member. Such right may +be exercised by any Member or by its designated agents or employees. + +5.5 Bank Accounts. All funds of the Company shall be deposited in one or +more accounts with one or more recognized financial institutions in the +name of the Company, at such locations as shall be determined by the +Board Of Directors and CFO. Withdrawal from such accounts shall require +the signature of such Person or Persons as the Board Of Directors and +Series Manager jointly designate. + +5.6 Members' Tax Requirements. Within sixty (60) days after the end of +each taxable year, the Company shall forward to each Member all +information necessary for the Members to complete their federal and +state income tax or information returns, and a copy of the Company\'s +federal, state, and local income tax or information returns for such +year. + +**6.Capital Contributions and Finance** + +6.1 Membership Records. The name and business address, Capital +Contributions, and Percentage Interest of each of the Members is set +forth in Schedule 1. + +6.2 Capital Contribution. The Board Of Directors and Series Manager +shall determine if Capital Contributions are required to enable a Series +to invest in any Investment Entity or to operate its business. No Member +shall have any obligation to make any Capital Contribution. +Notwithstanding the foregoing, Management Series members or Series +Managers, 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, or Series 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. + +6.3 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, +any Series or of any Member. No Member shall be required to contribute +or lend any cash or property to the Company or any Series to enable the +Company or Series to return any Member's Capital Contributions. + +6.4 Member Guaranties.No Member shall undertake to guarantee or +otherwise become liable for any obligation of the Company, or any +obligation in respect of a Series or an Investment Entity. + +**7. Investments.** + +7.1 Investments. All Investments by any Series shall be made on such +terms and conditions as the Series Manager and Members may determine. + +**8. Distributions.** + +8.1 Distributions in General. From time to time, but not less often than +monthly, the Manager and CFO shall determine (i) the amount, if any, by +which the Company's funds then on hand exceed the Reserve Amount (such +excess being referred to herein as "**Excess Funds**"), and (ii) the +Series from which such Excess Funds have been derived. Excess Funds +shall be distributed to the Members as provided in Section 8.2 and +Section 8.3. + +8.2 Temporary Distributions. If the Board Of Directors, CEO and CFO +determines that there are Excess Funds subject to distribution but that +additional Capital Contributions will be required on the part of the +Management Series for future Company or Series needs within the next two +(2) calendar month period, then the Board Of Directors, CEO and CFO may +elect to make temporary distributions of such Excess Funds to the +Management Series which distributions shall have the effect of reducing +the amount of Capital Contributions outstanding on the part of the +Management Series, as applicable. If any such distributions have not +been returned by the Management Series, as applicable, by way of making +Capital Contributions to the Company or Series as applicable within +twelve (12) full calendar months following the date of such distribution +(or, if sooner, upon the dissolution, liquidation, and termination of +the Company or Series), then the Management Series, as applicable, shall +return the amount so distributed to them pursuant to this Section as +Capital Contributions. + +8.3 Distributions to Members.(a) Not later than the 15th day of each +calendar month, the Excess Funds derived from the business and +operations of each Series (the "**Source Series**") shall be distributed +as follows: + +\(1\) First, to the Management Series in return of their unreturned +Capital Contributions made to the Source Series, in proportion to the +unpaid balances thereof; + +\(2\) Next to the Series Members of the Source Series in accordance with +their Sharing Ratios therein. + +8.4 Withholding. The Company may withhold distributions or portions +thereof if it is required to do so by any applicable rule, regulation, +or law, and each Member hereby authorizes the Company to withhold from +or pay on behalf of or with respect to such Member any amount of +federal, state, local or foreign taxes that the Board Of Directors, CEO +and CFO reasonably determines that the Company is required to withhold +or pay with respect to any amount distributable or allocatable to such +Member pursuant to this Agreement. Any amounts so paid or withheld with +respect to a Member pursuant to this Section shall be treated as having +been distributed to such Member and shall reduce any amounts otherwise +distributable to such Member (either currently or in the future) +pursuant to Section 8.3 (Distribution to Members) or Section 10 +(Dissolution). + +**9. Capital Accounts, Allocations and Tax Matters.** + +9.1 Federal Tax Items. Items of income, gain, deduction, loss, credit +and all other federal tax items shall be allocated to the Members as +provided in Schedule 9 or in any applicable Supplement. + +**10. Withdrawal, Dissolution, Liquidation and Termination.** + +10.1 Dissolution, Liquidation, and Termination Generally. + +\(a\) The Company shall be dissolved upon the first to occur of any of +the following: + +\(1\) The sale or disposition of all assets of the Company and the +receipt, in cash, of all consideration therefor, and the determination +of the Board Of Directors and all Series Managers and Series Members not +to continue the business of the Company directly or through an +Investment Entity; + +\(2\) The occurrence of any event which, as a matter of law, requires +that the Company be dissolved. + +\(b\) Any Series of the Company shall be dissolved upon the first to +occur of any of the following: + +\(1\) The sale or disposition of all assets of the Series and the +receipt, in cash, of all consideration therefor, and the determination +of the Board Of Directors and Series Manager not to continue the +business of the Series directly or through an Investment Entity; + +\(2\) The determination of the Series Manager and all series members to +dissolve the Series; and + +\(3\) The occurrence of any event which as a matter of law requires that +the Series be dissolved. + +10.2 Liquidation and Termination. Upon dissolution of the Company or a +Series such Person as the Board Of Directors may designate shall act as +liquidator. The liquidator shall proceed diligently to wind up the +affairs of the applicable Company or Series and make final distributions +as provided herein. The costs of liquidation shall be a Company or +Series expense, as applicable. Until final distribution, the liquidator +shall continue to operate the Company or Series with all of the power +and authority of the Board Of Directors or Series Manager, as applicable +hereunder. The steps to be accomplished by the liquidator are as +follows: + +\(a\) as promptly as possible after dissolution and again after final +liquidation, the liquidator shall cause a proper accounting to be made +by a firm of certified public liquidator, which shall cause a proper +accounting to be made by a firm of certified public accountants +acceptable to the Board Of Directors of the applicable Company's or +Series' assets, liabilities, and operations through the last day of the +calendar month in which the dissolution shall occur or the final +liquidation shall be completed, as applicable; + +\(b\) the liquidator shall cause the applicable Company or Series to +satisfy all of the debts and liabilities of said Company or Series and +(whether by payment or the making of reasonable provision for payment +thereof); and + +\(c\) all remaining assets of the Company or Series shall be distributed +to the Members or applicable Series Members as follows: + +\(1\) the liquidator may sell any or all applicable Company or Series +property and the sum of (A) any resulting gain or loss from each sale +plus (B) the fair market value of such property that has not been sold +shall be determined and (notwithstanding the provisions of Section 9 +(Capital Accounts)) income, gain, loss, and deduction inherent in such +property (that has not been reflected in the Capital Accounts +previously) shall be allocated among the Members to the extent possible +to cause the Capital Account balance of each Member to equal the amount +distributable to such Member under Section 10.2(c)(2); and + +\(2\) Company or Series property as applicable shall be distributed to +the Members as provided in Section 8.3 (Distribution to Members). + +10.3 Deficit Capital Accounts. No Member shall be required to pay to the +Company, Series, to any other Member or to any third party any deficit +balance which may exist from time to time in the Member's Capital +Account. + +10.4 Cancellation of Certificate. In the case of the dissolution, +liquidation and termination of the Company, on completion of the +distribution of Company assets, the Board Of Directors (or such other +person as the BOC may require or permit) shall file a Certificate of +Cancellation with the Secretary of State of Texas, cancel any other +filings made pursuant to Section 2.5 (Qualification in Other +Jurisdictions) and take such other actions as may be necessary to +terminate the existence of the Company. In the case of the dissolution, +liquidation and termination of a Series, the Manager shall file such +certificates as may be required by the BOC or other law in respect +thereof. + +**11.Arbitration** + +Any controversy, claim or dispute arising out of or relating to this +Agreement, shall be settled by binding arbitration in Austin TX. Such +arbitration shall be conducted in accordance with the then prevailing +commercial arbitration rules of American Arbitration Association +("**AAA**"), with the following exceptions if in conflict: (a) one +arbitrator shall be chosen by the AAA (the "**Arbitrator**"); (b) each +party to the arbitration will pay its pro rata share of the expenses and +fees of the arbitrator, together with other expenses of the arbitration +incurred or approved by the Arbitrator; and (c) arbitration may proceed +in the absence of any party if written notice (pursuant to the +Arbitrator's rules and regulations) of the proceeding has been given to +such party. The parties agree to abide by all decisions and awards +rendered in such proceedings. Such decisions and awards rendered by the +arbitrator shall be final and conclusive and may be entered in any court +having jurisdiction thereof as a basis of judgment and of the issuance +of execution for its collection. All such controversies, claims or +disputes shall be settled in this manner in lieu of any action at law or +equity, provided however, that nothing in this subsection shall be +construed as precluding bringing an action for injunctive relief or +other equitable relief. The Arbitrator shall not have the right to award +punitive damages or speculative damages to either party and shall not +have the power to amend this Agreement. IF FOR ANY REASON THIS +ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE +FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES +ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY +ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS +AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. + +**12.Miscellaneous.** + +12.1 Notices. All notices provided for or permitted to be given pursuant +to this Agreement must be in writing and shall be given or served by (a) +depositing the same in the United States mail addressed to the party to +be notified, postpaid and certified with return receipt requested, (b) +by delivering such notice in person to such party, or (c) by facsimile. +All notices are to be sent to or made at the addresses set forth on the +signature pages hereto. All notices given in accordance with this +Agreement shall be effective upon delivery at the address of the +addressee. By giving written notice thereof, each Member shall have the +right from time to time to change its address pursuant hereto. + +12.2 Governing Law. This Agreement and the obligations of the Members +hereunder shall be construed and enforced in accordance with the laws of +the State of Texas, excluding any conflicts of law rule or principle +which might refer such construction to the laws of another state or +country. + +12.3 Entireties; Amendments. This Agreement and its exhibits constitute +the entire agreement between the Members relative to the formation of +the Company. Except as otherwise provided herein, no amendments to this +Agreement shall be binding upon any Member unless set forth in a +document duly executed by such Member. + +12.4 Waiver. No consent or waiver, express or implied, by any Member of +any breach or default by any other Member in the performance by the +other Member of its obligations hereunder shall be deemed or construed +to be a consent or waiver to or of any other breach or default in the +performance by such other Member of the same or any other obligation +hereunder. Failure on the part of any Member to complain of any act or +to declare any other Member in default, irrespective of how long such +failure continues, shall not constitute a waiver of rights hereunder. + +12.5 Severability. If any provision of this Agreement or the application +thereof to any Person or circumstances shall be invalid or unenforceable +to any extent, and such invalidity or unenforceability does not destroy +the basis of the bargain between the parties, then the remainder of this +Agreement and the application of such provisions to other Persons or +circumstances shall not be affected thereby and shall be enforced to the +greatest extent permitted by law. + +12.6 Ownership of Property and Right of Partition. A Member's interest +in the Company shall be personal property for all purposes. No Member +shall have any right to partition the property owned by the Company. + +12.7 Captions, References. Pronouns, wherever used herein, and of +whatever gender, shall include natural persons and corporations and +associations of every kind and character, and the singular shall include +the plural wherever and as often as may be appropriate. Article and +section headings are for convenience of reference and shall not affect +the construction or interpretation of this Agreement. Whenever the terms +"hereof," "hereby," "herein," or words of similar import are used in +this Agreement they shall be construed as referring to this Agreement in +its entirety rather than to a particular section or provision, unless +the context specifically indicates to the contrary. Any reference to a +particular "Article" or a "Section" shall be construed as referring to +the indicated article or section of this Agreement unless the context +indicates to the contrary. + +12.8 Involvement of Members in Certain Proceedings. Should any Member +become involved in legal proceedings unrelated to the Company's business +in which the Company is required to provide books, records, an +accounting, or other information, then such Member shall indemnify the +Company from all expenses incurred in conjunction therewith. + +IN WITNESS WHEREOF, the undersigned, intending to be legally bound +hereby, has duly executed this Limited Liability Company Agreement as of +the date and year first aforesaid. + +**13. Board Of Directors** + +The Board Of Directors shall be elected yearly by the LLC membership. + +The initial directors shall  be: + +Shawn Robinson + +Aaron Wolf  + +The initial term shall be from 01/01/2018 to 01/01/2019  + +The board shall be governed by the charter.  + +  + +Turn Net Systems + +TX Series LLC Operating Agreement + +**Schedule 9** + +**Capital Accounts, Allocations and Tax Matters** + +**1. Definitions.** The following terms shall have the following +meanings: + +\(a\) "**Adjusted Capital Account**" means, with respect to a Member, +such Member's Capital Account as of the end of each fiscal year, as the +same is specially computed to reflect the adjustments required or +permitted to be taken into account in applying Regulations Section +1.704-1(b)(2)(ii)*(d)* (including adjustments for Partnership Minimum +Gain and Partner Nonrecourse Debt Minimum Gain). + +\(b\) "**Adjusted Capital Account Deficit**" means, for each Member, the +deficit balance, if any, in that Member's Adjusted Capital Account. + +\(c\) "**Capital Account**" shall have the meaning set forth in Section +2. + +\(d\) "**Code**" means the Internal Revenue Code of 1986, as amended +from time to time, and any corresponding provisions of succeeding law. + +\(e\) "**Depreciation**" means, for each taxable year or other period, +an amount equal to the depreciation, amortization or other cost recovery +deduction allowable with respect to an asset for the year or other +period, except that if the Gross Asset Value of an asset differs from +its adjusted basis for federal income tax purposes at the beginning of +the year or other period, Depreciation will be an amount which bears the +same ratio to the beginning Gross Asset Value as the federal income tax +depreciation, amortization or other cost recovery deduction for the year +or other period bears to the beginning adjusted tax basis, provided that +if the federal income tax depreciation, amortization, or other cost +recovery deduction for the year or other period is zero, Depreciation +will be determined with reference to the beginning Gross Asset Value +using any reasonable method selected by the Manager . + +\(f\) "**Gross Asset Value**" has the meaning assigned to it in Section +3. + +\(g\) "**Partner Nonrecourse Debt**" has the meaning assigned to it in +Regulations Sections 1.704-2(b)(4) and 1.752-2. + +\(h\) "**Partner Nonrecourse Debt Minimum Gain**" has the meaning +assigned to it in Regulations Section 1.704-2(i)(3). + +\(i\) "**Partner Nonrecourse Deductions**" has the meaning assigned to +it in Regulations Section 1.704-2(i)(2). + +\(j\) "**Partnership Minimum Gain**" has the meaning assigned to it in +Regulations Section 1.704-2(d). + +\(k\) "**Profits**" and "**Losses**" mean, for each taxable year or +other period, an amount equal to the Company's (including all Series') +taxable income or loss for the year or other period determined in +accordance with Section 703(a) of the Code (including all items of +income, gain, loss or deduction required to be stated separately under +Section 703(a)(1) of the Code), with the following adjustments: + +\(1\) Any income that is exempt from federal income tax and not +otherwise taken into account in computing Profits or Losses will be +added to taxable income or loss; + +\(2\) Any expenditures described in Code Section 705(a)(2)(B) or treated +as Section 705(a)(2)(B) expenditures under Regulations Section +1.704-1(b)(2)(iv)*(i)*, and not otherwise taken into account in +computing Profits or Losses, will be subtracted from taxable income or +loss; + +(3)Gain or loss resulting from any disposition of property with respect +to which gain or loss is recognized for federal income tax purposes will +be computed by reference to the Gross Asset Value of the property, +notwithstanding that the adjusted tax basis of the property differs from +its Gross Asset Value; + +\(4\) In lieu of depreciation, amortization and other cost recovery +deductions taken into account in computing taxable income or loss, there +will be taken into account Depreciation for the taxable year or other +period; + +\(5\) Any items which are specially allocated under Sections 4(b), 4(c) +or 4(d) will not affect calculations of Profits or Losses; and + +\(6\) If the Gross Asset Value of any asset is adjusted under Sections +3(b) or 3(c), the adjustment will be taken into account as gain or loss +from disposition of the asset for purposes of computing Profits or +Losses. + +\(l\) "**Regulations**" means the regulations promulgated by the United +States Department of the Treasury pursuant to and in respect of +provisions of the Code. All references herein to sections of the +Regulations shall include any corresponding provisions of succeeding, +similar, substitute proposed or final Regulations. + +\(m\) "**Regulatory Allocations**" has the meaning assigned to it in +Section 4(c). + +**2. Capital Accounts.** + +\(a\) Establishment and Maintenance. A separate capital account will be +maintained for each Member (each capital account maintained for a Member +is herein called a "**Capital Account**"). The Capital Accounts of each +Member will be determined and adjusted (with all calculations being made +on an individual basis) as follows: + +\(1\) Each Member's Capital Account will be credited with the Member's +Capital Contributions, the Member's distributive share of Profits, any +items in the nature of income or gain that are specially allocated to +the Member under Sections 4(b) or 4(c), and the amount of any Company +liabilities that are assumed by the Member or secured by any Company +property distributed to the Member; + +\(2\) Each Member's Capital Account will be debited with the amount of +cash and the Gross Asset Value of any Company property distributed to +the Member under any provision of this Agreement, the Member's +distributive share of Losses, any items in the nature of deduction or +loss that are specially allocated to the Member under Section 4(b) or +4(c), and the amount of any liabilities of the Member assumed by the +Company or which are secured by any property contributed by the Member +to the Company; + +\(3\) If any interest in the Company is transferred in accordance with +the terms of this Agreement, the transferee will succeed to the Capital +Account of the transferor to the extent it relates to the transferred +interest. + +\(b\) Modifications by Manager. The provisions of this Section and the +other provisions of this Agreement relating to the maintenance of +Capital Accounts have been included in this Agreement to comply with +Section 704(b) of the Code and the Regulations promulgated thereunder +and will be interpreted and applied in a manner consistent with those +provisions. The Manager may modify the manner in which the Capital +Accounts are maintained under this Section to comply with those +provisions, as well as upon the occurrence of events that might +otherwise cause this Agreement not to comply with those provisions; +however, without the unanimous consent of all Members, the Manager may +not make any modification to the way Capital Accounts are maintained if +such modification would have the effect of changing the amount of +distributions to which any Member would be entitled during the +operation, or upon the liquidation, of the Company. + +**3. Adjustment of Gross Asset Value.** "**Gross Asset Value**", with +respect to any asset, is the adjusted basis of that asset for federal +income tax purposes, except as follows: + +\(a\) The initial Gross Asset Value of any asset contributed (or deemed +contributed under Code Sections 704(b) and 752 and the Regulations +promulgated thereunder) by a Member to the Company will be the fair +market value of the asset on the date of the contribution, as determined +by the Manager; + +\(b\) The Gross Asset Values of all Company assets will be adjusted to +equal the respective fair market values of the assets, as determined by +the Manager, as of (1) the acquisition of an additional interest in the +Company by any new or existing Member in exchange for more than a de +minimis capital contribution, (2) the distribution by the Company to a +Member of more than a de minimis amount of Company property as +consideration for an interest in the Company if an adjustment is +necessary or appropriate to reflect the relative economic interests of +the Members in the Company, and (3) the liquidation of the Company +within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); + +\(c\) The Gross Asset Value of any Company asset distributed to any +Member will be the gross fair market value of the asset on the date of +distribution; + +\(d\) The Gross Asset Values of Company assets will be increased or +decreased to reflect any adjustment to the adjusted basis of the assets +under Code Section 734(b) or 743(b), but only to the extent that the +adjustment is taken into account in determining Capital Accounts under +Regulations Section 1.704-1(b)(2)(iv)*(m)*, provided that Gross Asset +Values will not be adjusted under this Section 3 to the extent that the +Manager determines that an adjustment under Section 3.(b) is necessary +or appropriate in connection with a transaction that would otherwise +result in an adjustment under this Section 3.(d); + +\(e\) After the Gross Asset Value of any asset has been determined or +adjusted under Sections 3.(a), 3.(b) or 3.(d), Gross Asset Value will be +adjusted by the Depreciation taken into account with respect to the +asset for purposes of computing Profits or Losses. + +**4. Profits, Losses and Distributive Shares of Tax Items.** + +\(a\) Allocations of Profits and Losses. Except as otherwise provided in +this Agreement, and after taking into account any allocations under +Sections 4.(b) and 4.(c), Profits and Losses of the Company (including +all Series) shall be allocated among the Members in a manner such that +the Capital Account of each Member, immediately after making such +allocation, is, as nearly as possible, equal (proportionately) to (i) +the distributions that would be made to such Member pursuant to Section +8.3 if the Company were dissolved, its affairs wound up and its assets +(including all Series assets) sold for cash equal to their Gross Asset +Value, all Company liabilities (including all Series liabilities) were +satisfied (limited with respect to each nonrecourse liability to the +Gross Asset Value of the assets securing such liability), and the net +assets of the Company (and all Series) were distributed in accordance +with Section 8.3 and to the Members immediately after making such +allocation, minus (ii) such Member's share of Partnership Minimum Gain +and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to +the hypothetical sale of assets. + +\(b\) Special Allocations. The following special allocations will be +made in the following order and priority before the allocations of +Profits and Losses under Section 4(a): + +\(1\) Partnership Minimum Gain Chargeback. If there is a net decrease in +Partnership Minimum Gain during any taxable year or other period for +which allocations are made, before any other allocation under this +Agreement, each Member will be specially allocated items of Company +income and gain for that period (and, if necessary, subsequent periods) +in proportion to, and to the extent of, an amount equal to such Member's +share of the net decrease in Partnership Minimum Gain during such year +determined in accordance with Regulations Section 1.704-2(g)(2). The +items to be allocated will be determined in accordance with Regulations +Section 1.704-2(g). This Section is intended to comply with the +Partnership Minimum Gain chargeback requirements of the Regulations, +will be interpreted consistently with the Regulations and will be +subject to all exceptions provided therein. + +\(2\) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding +any other provision of this Section 4 (other than Section 4.(b)(1) which +shall be applied first), if there is a net decrease in Partner +Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt +during any taxable year or other period for which allocations are made, +any Member with a share of such Partner Nonrecourse Debt Minimum Gain +(determined under Regulations Section 1.704-2(i)(5)) as of the beginning +of the year will be specially allocated items of Company income and gain +for that period (and, if necessary, subsequent periods) in an amount +equal to such Member's share of the net decrease in the Partner +Nonrecourse Debt Minimum Gain during such year determined in accordance +with Regulations Section 1.704-2(g)(2). The items to be so allocated +will be determined in accordance with Regulations Section 1.704-2(g). +This Section 4.(b)(2) is intended to comply with the Partner Nonrecourse +Debt Minimum Gain chargeback requirements of the Regulations, will be +interpreted consistently with the Regulations and will be subject to all +exceptions provided therein. + +\(3\) Qualified Income Offset. A Member who unexpectedly receives any +adjustment, allocation or distribution described in Regulations Sections +1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated items of +Company income and gain in an amount and manner sufficient to eliminate, +to the extent required by the Regulations, the Adjusted Capital Account +Deficit of the Member as quickly as possible. + +\(4\) Nonrecourse Deductions. Nonrecourse Deductions for any taxable +year or other period for which allocations are made will be allocated +among the Members in proportion to their respective Series Sharing +Ratios for the Series obligated on the nonrecourse liabilities giving +rise to the Nonrecourse Deductions. + +\(5\) Partner Nonrecourse Deductions. Notwithstanding anything to the +contrary in this Agreement, any Partner Nonrecourse Deductions for any +taxable year or other period for which allocations are made will be +allocated to the Member who bears the economic risk of loss with respect +to the Partner Nonrecourse Debt to which the Partner Nonrecourse +Deductions are attributable in accordance with Regulations Section +1.704-2(i). + +\(6\) Code Section 754 Adjustments. To the extent an adjustment to the +adjusted tax basis of any Company asset under Code Sections 734(b) or +743(b) is required to be taken into account in determining Capital +Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of +the adjustment to the Capital Accounts will be treated as an item of +gain (if the adjustment increases the basis of the asset) or loss (if +the adjustment decreases the basis), and the gain or loss will be +specially allocated to the Members in a manner consistent with the +manner in which their Capital Accounts are required to be adjusted under +Regulations Section 1.704-1(b)(2(iv)(m). + +\(c\) Curative Allocations. The allocations set forth in Section 4.(b) +(the "**Regulatory Allocations**") are intended to comply with certain +requirements of Regulations Sections 1.704-1(b) and 1.704-2. The +Regulatory Allocations may effect results which would be inconsistent +with the manner in which the Members intend to divide Company +distributions. Accordingly, the Manager is authorized to divide other +allocations of Profits, Losses, and other items among the Members, to +the extent that they exist, so that the net amount of the Regulatory +Allocations and the special allocations to each Member is zero. The +Manager will have discretion to accomplish this result in any reasonable +manner that is consistent with Code Section 704 and the related +Regulations. + +\(d\) Tax Allocations---Code Section 704(c). For federal, state and +local income tax purposes, Company income, gain, loss, deduction or +expense (or any item thereof) for each fiscal year shall be allocated to +and among the Members to reflect the allocations made pursuant to the +provisions of this Section 4 for such fiscal year. In accordance with +Code Section 704(c) and the related Regulations, income, gain, loss and +deduction with respect to any property contributed to the capital of the +Company, solely for tax purposes, will be allocated among the Members so +as to take account of any variation between the adjusted basis to the +Company of the property for federal income tax purposes and the initial +Gross Asset Value of the property (computed in accordance with Section +3). If the Gross Asset Value of any Company asset is adjusted under +Section 3(b), subsequent allocations of income, gain, loss and deduction +with respect to that asset will take account of any variation between +the adjusted basis of the asset for federal income tax purposes and its +Gross Asset Value in the same manner as under Code Section 704(c) and +the related Regulations. Any elections or other decisions relating to +allocations under this Section will be made in any manner that the +Manager determines reasonably reflects the purpose and intention of this +Agreement. Allocations under this Section are solely for purposes of +federal, state and local taxes and will not affect, or in any way be +taken into account in computing, any Member's Capital Account or share +of Profits, Losses or other items or distributions under any provision +of this Agreement. + +\(e\) Members Bound. Members shall be bound by the provisions of this +Section in reporting their shares of Company income and loss for income +tax purposes. + +**5. Tax Returns.** The Manager shall cause to be prepared and filed all +necessary federal and state income tax returns for the Company, +including making the elections described in Section 6 (Tax +Elections).Each Member shall furnish to the Manager all pertinent +information in its possession relating to Company operations that is +necessary to enable such income tax returns to be prepared and filed. + +**6. Tax Elections.** The following elections shall be made on the +appropriate returns of the Company: + +\(a\) to adopt the calendar year as the Company's fiscal year; + +\(b\) to keep the Company's books and records on the income-tax method; + +\(c\) if there is a distribution of Company property as described in +section 734 of the Code or if there is a transfer of a Company interest +as described in section 743 of the Code, upon written request of any +Member, to elect, pursuant to section 754 of the Code, to adjust the +basis of Company properties; and + +\(d\) to elect to amortize the organizational expenses of the Company +ratably over a period of sixty (60) months as permitted by section +709(b) of the Code. + +No election shall be made by the Company or any Member to be excluded +from the application of the provisions of subchapter K of chapter 1 of +subtitle A of the Code or any similar provisions of applicable state +laws. + +**7. Tax Matters Member.** The Manager shall be the "**tax matters +partner**" of the Company pursuant to section 6231(a)(7) of the Code. As +tax matters partner, such Member shall take such action as may be +necessary to cause each other Member to become a "**notice partner**" +within the meaning of section 6223 of the Code. Such Member shall inform +each other Member of all significant matters that may come to its +attention in its capacity as tax matters partner by giving notice +thereof within ten days after becoming aware thereof and, within such +time, shall forward to each other Member copies of all significant +written communications it may receive in such capacity. Such Member +shall not take any action contemplated by sections 6222 through 6232 of +the Code without the consent of the Manager. This provision is not +intended to authorize such Member to take any action left to the +determination of an individual Member under sections 6222 through 6232 +of the Code. + +**8. Allocations on Transfer of Interests.** The Company income, gain, +loss or deduction allocable to any Member in respect of any interest in +the Company which may have been transferred shall be allocated during +such year based upon an interim closing of the Company's books as +described in the first sentence of Treasury Regulations § +1.706-1(c)(2)(ii), taking into account the actual results of Company +operations during the portion of the year in which such Member was the +owner thereof, and the date, amount and recipient of any distribution +which may have been made with respect to such interest. diff --git a/content/charters.turnsys.com/support/NonProfitFormationPrompt.md b/content/charters.turnsys.com/support/NonProfitFormationPrompt.md new file mode 100644 index 0000000..36b5bbc --- /dev/null +++ b/content/charters.turnsys.com/support/NonProfitFormationPrompt.md @@ -0,0 +1,61 @@ +You have the combined expertise of the following roles (all of whom are senior level world class experts in their relevant domains): + + ⁃ Treasurer + ⁃ Financial Director + ⁃ Operations Director + ⁃ Compliance Director + ⁃ Information Technology Director + ⁃ Information Security Director + ⁃ Security Director + ⁃ Legal Director + ⁃ board member + ⁃ financial planner + ⁃ succession planner + ⁃ General Counsel + ⁃ outside counsel + ⁃ Contract lawyer + ⁃ non profit litigation lawyer + ⁃ private investigator + ⁃ penetration tester + ⁃ Insurance broker + ⁃ Certified Public Accountant + ⁃ Tax lawyer + +and you are a world class subject matter expert in the following subjects: + + ⁃ finance + ⁃ accounting + ⁃ law + ⁃ risk management + ⁃ governance + ⁃ fundraising + - compliance + ⁃ formation + ⁃ Organizational design + ⁃ Cooperative organizations + ⁃ Affiliated 501c3, 501c4, (super) PAC + ⁃ personnel selection + ⁃ Succession planning + ⁃ Cyber security + ⁃ Technology operations + ⁃ non profit endowment and foundation management + +I need you to create : + +- bylaws +- IRS +- FEC +- any other necessary regulatory filings and formation documents + +for three related / affilliated non profit Texas corporations : + +- Side Door Group (super pac) +- Side Door Solutions Group (plan to become a 501c4) +- Americans For A Better Network (plan to become a 501c3) + +Ask me all of the necessary questions to gather whatever information you need for comprehensive documents. + +Ask them one at a time , and based on my answers , ask additional questions. + +Create an artifact for each needed deliverable. + diff --git a/content/charters.turnsys.com/support/OperatingAgreements/Definitions.md b/content/charters.turnsys.com/support/OperatingAgreements/Definitions.md new file mode 100644 index 0000000..5b2f11c --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/Definitions.md @@ -0,0 +1,178 @@ +# Definitions + +For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Article 2 shall have the meaning provided elsewhere in this Agreement or, if not defined in this Agreement, the meaning provided in the Texas Business Organizations Code. + +### A. Corporate Structure and Governance Terms + +1. **Agreement**: This Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time. + +2. **Board** or **Board of Directors**: The governing body which provides overall governance and strategic direction for all TSYS Group entities and operations through its various committees. + +3. **Cell Series**: A series established under the Company that may contain multiple subsidiary series and maintain its own governance structure, as more particularly described in Section 4.5. + +4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company. + +5. **Company Committee**: The governing committee of the Board specifically responsible for overseeing Turnkey Network Systems LLC and its series. The Company Committee consists of independent directors elected by the members of all series of the Company. + +6. **Consent Decision-Making**: A decision-making process where decisions are made when no member presents a reasoned and paramount objection, as more particularly described in Section 7.8.3. + +7. **Double-Linking**: A governance structure where each circle is connected to its parent circle by both an appointed Operational Leader and an elected Circle Representative, as more particularly described in Section 7.8.2. + +8. **Effective Date**: The date on which this Agreement becomes effective, as set forth in Section 1.1. + +9. **Execution Date**: The date on which this Agreement is executed by the Company through its authorized representative(s). + +10. **General Circle**: The highest governance circle in the sociocratic structure, consisting of the TSYS Group Board, as more particularly described in Section 7.9.1. + +11. **Independent Director**: A natural person serving on the Company Committee who meets all of the following criteria: + - Is not a member of any series; + - Has no direct or indirect ownership interest in any series; + - Has no Immediate Family Members who are series members; and + - Has no Material Business Relationship with any series. + +12. **Meeting**: Any duly called assembly of members, directors, or committee members, whether conducted in person, virtually, or through a hybrid approach, for the purpose of conducting Company business. + +13. **Operating Series**: A series of the Company that actively conducts business operations, as distinguished from asset-holding series or Cell series. + +14. **Primary Circle**: A governance circle directly connected to the General Circle, as more particularly described in Section 7.9.2. + +15. **Remote Participation**: Participation in any Meeting through electronic means such as video conferencing, teleconferencing, or other digital communication platforms that allow for real-time interaction. + +16. **Schedule**: Any of the lettered attachments to this Agreement (Schedule A through Schedule H) which contain additional details, specifications, or procedures referenced in the main body of this Agreement. + +17. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601 et seq., having separate rights, powers, and duties with respect to specified property and obligations, and having separate business purposes or investment objectives. + +18. **Series Member**: A person or entity holding a membership interest in a specific series. + +19. **Series Operating Agreement**: The governing document for a specific series that details the rights, responsibilities, and relationships among the series members, the series, and the Company, adopted in accordance with Section 4.1.2. + +20. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3. + +21. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1. + +22. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board. + +23. **Technology Oversight Committee**: The committee of the Board responsible for oversight of all technology services, systems, and infrastructure used by the Company and its series. + +24. **Governing Law**: The laws of the State of Texas, without giving effect to any choice of law or conflict of law provisions. + +25. **Jurisdiction**: The state and federal courts located in Travis County, Texas, which shall have exclusive jurisdiction over any dispute arising under this Agreement. + +26. **Quorum**: The minimum number of participants required to be present at a Meeting for valid transaction of business, as defined in the applicable governance document. + +27. **Super-Majority**: A voting threshold requiring approval of at least two-thirds (2/3) of the voting interests entitled to vote on a matter, unless otherwise specified in this Agreement or an applicable Series Operating Agreement. + +28. **Governance Policies**: Written policies adopted by the Board or appropriate committees governing operational, financial, technological, compliance, or other aspects of Company and series operations. + +### B. Membership and Economic Terms + +29. **Accredited Investor**: An investor who meets the definition of "accredited investor" set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. + +30. **Capital Contribution**: Any contribution of property or services made by or on behalf of a Member to the Company or a series. As provided in this Agreement, the Company and its series do not accept capital contributions that establish capital accounts, but may accept services, property, or other valuable consideration in exchange for issuance of Profit Interests. + +31. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2. + +32. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3. + +33. **Class C Membership Interest**: A membership interest acquired through involuntary transfer with limited economic rights and no voting rights, as more particularly described in Section 5.4. + +34. **Distribution**: Any transfer of cash or other property from a series to a Series Member in respect of the Member's membership interest. + +35. **Immediate Family Members**: A person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law and any person (other than a tenant or employee) sharing the household of such person + +36. **Involuntary Transfer**: Any transfer of a membership interest that occurs through court judgment, execution upon judgment, assignment in satisfaction of debt, charging order, contested divorce proceeding, bankruptcy proceeding, or any other non-voluntary mechanism, as more particularly described in Section 5.4. + +37. **Material Business Relationship**: Any commercial relationship with a series exceeding $10,000 in annual value, consulting or advisory relationship with a series, position with a series, ownership interest in a vendor to any series, financial obligation between a Director and any series, or joint venture or partnership interest with any series, as more particularly described in Section 7.4.1. + +38. **Member**: A person or entity who holds a membership interest in a series and who has been admitted to the series in accordance with the applicable Series Operating Agreement. + +39. **Membership Interest**: A Member's rights in a series, including economic rights, voting rights (if any), and rights to information. + +40. **Profit Interest**: An interest in the future profits of a series that does not include any capital interest or obligation to contribute capital, as implemented through the three-class system described in Article 5. + +41. **Securities Act**: The Securities Act of 1933, as amended. + +42. **Transfer**: Any direct or indirect sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition. + +43. **Treasury Regulations**: The regulations promulgated by the United States Department of the Treasury under the Internal Revenue Code, as amended from time to time. + +44. **Drag-Along Rights**: The right of specified Members to require other Members to join in a sale of membership interests under certain circumstances, as may be specified in an applicable Series Operating Agreement. + +45. **Tag-Along Rights**: The right of specified Members to participate in a sale of membership interests by other Members under certain circumstances, as may be specified in an applicable Series Operating Agreement. + +46. **Vesting Schedule**: A schedule establishing the timing and conditions under which a Member's rights in a Membership Interest become non-forfeitable, as specified in the applicable Series Operating Agreement or grant documentation. + +47. **Valuation Formula**: The methodology specified in a Series Operating Agreement for determining the value of Membership Interests for purposes of Transfer, redemption, or other transactions involving such interests. + +48. **Forced Redemption**: The mandatory redemption of a Member's Membership Interest as provided in an applicable Series Operating Agreement or under circumstances specified in this Agreement. + +### C. Operational and Technical Terms + +49. **Business Day**: Any day other than a Saturday, Sunday, or a day on which commercial banks in Austin, Texas are authorized or required by law to close. + +50. **Electronic Records**: Digital documentation maintained in electronic format, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee, as more particularly described in Section 3.2. + +51. **Fiscal Year**: The Company's fiscal year, which shall be the calendar year unless otherwise determined by the Board. + +52. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including but not limited to network infrastructure, software systems, data storage and management, security services, technical support, and infrastructure management, as more particularly described in Schedule A to this Agreement. + +53. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group. + +54. **SLA** or **Service Level Agreement**: A documented agreement between a service provider and a customer that defines the expected level of service, performance metrics, and responsibilities. + +55. **The Campus Trading Company** or **TCTC**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group. + +56. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by The Campus Trading Company (series) LLC, including but not limited to payment processing, treasury management, financial settlements, banking relationships, cash management, and financial controls, as more particularly described in Schedule B to this Agreement. + +57. **Intellectual Property**: All patents, trademarks, copyrights, trade secrets, know-how, proprietary information, inventions, methods, processes, formulas, designs, and other intellectual property rights owned by or licensed to the Company or any series. + +58. **Confidential Information**: Any non-public, proprietary, or sensitive information related to the Company or any series, including but not limited to trade secrets, business plans, financial data, customer information, product information, and technological data, as more particularly described in Section 10.6. + +59. **Material Adverse Effect**: Any change, event, circumstance, development, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, financial condition, assets, or liabilities of the Company or any series; (b) the ability of the Company or any series to perform its obligations under this Agreement; or (c) the validity or enforceability of this Agreement. + +60. **Force Majeure Event**: Any circumstance not within the reasonable control of the affected party including, without limitation, acts of God, flood, drought, earthquake, storm, fire, pandemic, epidemic, civil unrest, war, terrorist attack, and governmental actions, as more particularly described in Section 10.8. + +### D. Entity-Specific Terms + +61. **Redwood Family Office Group** or **REDWFO**: Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC, the multi-stakeholder family office for Company stakeholders, as more particularly described in Section 4.6.3.2. + +62. **Redwood Springs Capital Partners Group** or **RWSCP**: Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC, the exclusive capital raising entity for all series, as more particularly described in Section 3.3. + +63. **Wyble Family Office Group** or **WFO Group**: Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC, the private family office LLC of the Company founders, as more particularly described in Section 4.6.3.1. + +64. **Cell Board**: The governing body of a Cell Series, established in accordance with the applicable Cell Series Operating Agreement. + +65. **Founders**: Charles Wyble and Patti Wyble, as the original founders of the Company. + +66. **Family Office Services**: The comprehensive wealth management, financial planning, tax planning, estate planning, investment management, and related services provided by family office entities within the TSYS Group structure. + +67. **Strategic Services**: The shared strategic planning, market analysis, business development, and advisory services provided by designated series within the TSYS Group structure. + +68. **Asset Management Services**: The investment management, portfolio administration, performance reporting, and related services provided by designated series within the TSYS Group structure. + +### E. Legal and Compliance Terms + +69. **Certificate of Formation**: The Certificate of Formation of the Company filed with the Texas Secretary of State on [INSERT DATE], as amended from time to time. + +70. **Indemnified Person**: A person entitled to indemnification under Section 10.7. + +71. **TBOC**: The Texas Business Organizations Code, as amended from time to time. + +72. **Tax Matters Representative**: The person designated to represent the Company or a series in tax matters, as described in the applicable Series Operating Agreement. + +73. **Regulatory Approvals**: Any consents, authorizations, approvals, filings, or exemptions required from any governmental authority for the operation of the Company or any series or the performance of activities contemplated by this Agreement. + +74. **Legal Compliance Program**: The policies, procedures, training, monitoring, and reporting systems established by the Company to ensure compliance with applicable laws and regulations. + +75. **Privacy Policy**: The Company's policies regarding the collection, use, storage, sharing, and protection of personal information, available to all Members upon request. + +76. **Data Protection Laws**: All applicable laws relating to data protection and privacy, including without limitation the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other state and federal privacy laws. + +77. **Litigation Hold**: A directive requiring the preservation of certain records and information when litigation is reasonably anticipated, pending, or threatened. + +78. **Regulatory Filings**: All required filings, reports, registrations, notices, or other submissions to governmental or regulatory authorities. + +79. **Record Retention Policy**: The Company's policies regarding the retention, storage, and destruction of records, maintained in accordance with legal requirements and business needs. + +80. **Compliance Officer**: The person designated by the Board to oversee the Company's compliance with applicable laws, regulations, and internal policies. + diff --git a/content/charters.turnsys.com/support/OperatingAgreements/HFNOC-DraftOperatingAgreement.md b/content/charters.turnsys.com/support/OperatingAgreements/HFNOC-DraftOperatingAgreement.md new file mode 100644 index 0000000..d588d38 --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/HFNOC-DraftOperatingAgreement.md @@ -0,0 +1,1545 @@ +# OPERATING AGREEMENT OF +# HIGH FLIGHT NETWORK OPERATING COMPANY GROUP (SERIES) LLC +# A SERIES OF TURNKEY NETWORK SYSTEMS LLC + +**Effective Date: [EFFECTIVE DATE]** + +## ARTICLE 1 - FORMATION AND FOUNDATIONAL PROVISIONS + +### Section 1.1 - Series Formation and Structure + +1. **Series Establishment**: This Operating Agreement (the "Agreement") is made and entered into effective as of [EFFECTIVE DATE] (the "Effective Date"), by and among High Flight Network Operating Company Group (series) LLC (the "Series"), a series of Turnkey Network Systems LLC (the "Parent LLC"), and the persons who are or who become members of the Series. + +2. **Authority**: This Series is established pursuant to: + * The Texas Business Organizations Code § 101.601 et seq. + * The Amended and Restated Operating Agreement of Turnkey Network Systems LLC (the "Parent Agreement") + * The filing of the Certificate of Series with the Texas Secretary of State + +3. **Parent LLC Relationship**: The Series acknowledges that: + * It is a separate series of the Parent LLC with its own rights, powers, duties, assets, liabilities, and business purpose + * It is subject to the mandatory operational requirements contained in Article 3 of the Parent Agreement + * It maintains independence and isolation of its assets and liabilities as provided in Section 4.2 of the Parent Agreement + * It must comply with the classification of membership interests as provided in Article 5 of the Parent Agreement + +4. **Series Authority**: Notwithstanding its status as a series of the Parent LLC, the Series: + * Maintains autonomous decision-making authority over its operations, decisions, policies, and affairs through its Board of Directors + * Has the right to conduct its business, operations, and affairs as specifically set forth in this Agreement + * Is vested with all powers and authority necessary to implement the FairShares Model and other governance provisions specified herein + +### Section 1.2 - Business Purpose and Operating Jurisdiction + +1. **Primary Business Purpose**: The Series exists to plan, build, deploy, and operate internet service provider points of presence, with a specific focus on: + * Network infrastructure development and deployment + * Internet service provider operations + * Technical support and maintenance services + * Network expansion and enhancement + * Other related telecommunications services + +2. **Nationwide Operations**: The Series shall conduct business operations throughout all 50 states of the United States, while maintaining its legal formation and structure as a Texas series LLC. + +3. **Business Model**: The Series shall operate under the FairShares Model, which: + * Recognizes and balances the interests of four stakeholder categories: Founders, Labor, Users, and Investors + * Implements equitable profit-sharing among these stakeholder categories + * Provides for stakeholder representation in governance + * Operates with sociocratic governance principles to ensure stakeholder voice and collaborative decision-making + +4. **Subsidiary Series**: The Series may establish subsidiary series to: + * Manage specific network deployment projects + * Operate in distinct geographic markets + * Provide specialized telecommunications services + * Implement other business initiatives consistent with the Series' primary purpose + +### Section 1.3 - Securities Law Notice + +THE MEMBERSHIP INTERESTS IN THE SERIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE TEXAS STATE SECURITIES BOARD, OR ANY OTHER STATE SECURITIES REGULATORY AUTHORITY. THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW. + +THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. + +MEMBERSHIP INTERESTS ARE HIGH-RISK, ILLIQUID INVESTMENTS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. MEMBERSHIP INTERESTS MAY ONLY BE OFFERED TO AND ACQUIRED BY PERSONS WHO MEET THE INVESTOR SUITABILITY REQUIREMENTS ESTABLISHED BY THE SERIES AND SET FORTH IN ARTICLE 5 OF THIS AGREEMENT. + +### Section 1.4 - Definitions and Interpretation + +1. **Defined Terms**: For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Section shall have the meaning provided elsewhere in this Agreement, the Parent Agreement, or, if not defined in either agreement, the meaning provided in the Texas Business Organizations Code. + + a. **Board** or **Board of Directors**: The governing body of the Series which provides overall governance and strategic direction. + + b. **Class A Membership Interest**: A membership interest with full voting and economic rights, as defined in Section 5.2 of the Parent Agreement. + + c. **Class B Membership Interest**: A membership interest with economic rights only, as defined in Section 5.3 of the Parent Agreement. + + d. **Class C Membership Interest**: A membership interest with limited rights resulting from involuntary transfer, as defined in Section 5.4 of the Parent Agreement. + + e. **Electronic Records**: Digital documentation maintained in electronic format through the Known Element Enterprises systems, as required by Section 3.2 of the Parent Agreement. + + f. **FairShares Model**: The stakeholder governance and profit-sharing model implemented by the Series that recognizes four stakeholder groups: Founders, Labor, Users, and Investors. + + g. **Founder Member**: A Member who is recognized as a founder of the Series and who holds Membership Interests in the Founder stakeholder category. + + h. **HFNFC**: High Flight Network Finance Company (series) LLC, a series of the Parent LLC that provides financing for network buildouts. + + i. **HFNFC Coordination Committee**: A permanent committee of the Board established to coordinate with HFNFC regarding network buildout financing. + + j. **Investor Member**: A Member who has contributed capital to the Series and holds Membership Interests in the Investor stakeholder category. + + k. **KNEL**: Known Element Enterprises (series) LLC, the designated provider of all IT services for the Parent LLC and its series. + + l. **Labor Member**: A Member who contributes labor to the Series and holds Membership Interests in the Labor stakeholder category. + + m. **Member**: A person or entity who holds a Membership Interest in the Series and who has been admitted to the Series in accordance with this Agreement. + + n. **Membership Interest**: A Member's rights in the Series, including economic rights, voting rights (if any), and rights to information. + + o. **Parent Agreement**: The Amended and Restated Operating Agreement of Turnkey Network Systems LLC. + + p. **Parent LLC**: Turnkey Network Systems LLC, a Texas series limited liability company. + + q. **Profit Interest**: An interest in the future profits of the Series that does not include any capital interest or obligation to contribute capital. + + r. **Series**: High Flight Network Operating Company Group (series) LLC, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. + + s. **Sociocratic Governance**: A governance system based on consent decision-making, circle organization, and double-linking, as implemented by the Series. + + t. **Stakeholder Category**: One of the four categories established under the FairShares Model: Founder, Labor, User, or Investor. + + u. **TCTC**: The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for the Parent LLC and its series. + + v. **User Member**: A Member who uses the Series' services and holds Membership Interests in the User stakeholder category. + +2. **Interpretation**: In this Agreement, unless the context clearly requires otherwise: + * References to "Articles," "Sections," "Subsections," or "Schedules" are to Articles, Sections, Subsections, or Schedules of this Agreement. + * The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." + * The words "herein," "hereof," "hereunder," and similar terms shall refer to this Agreement as a whole and not to any specific section. + * Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender as well as neuter. + * Headings and captions are for convenience only and shall not affect the interpretation of this Agreement. + * References to any law, statute, or regulation shall include all amendments, modifications, or replacements of the same in effect at the relevant time. + * References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, supplemented, or modified from time to time in accordance with its terms. + * In the case of any conflict between the provisions of this Agreement and the provisions of the Parent Agreement, the provisions of the Parent Agreement shall control. + +## ARTICLE 2 - BOARD OF DIRECTORS AND GOVERNANCE + +### Section 2.1 - Board of Directors + +1. **Ultimate Governing Authority**: The Board of Directors shall have ultimate governing authority over all Series operations, decisions, policies, and affairs. The Board's authority shall include, but not be limited to: + * Setting strategic direction and priorities + * Approving annual budgets and major expenditures + * Establishing and overseeing committees + * Appointing and removing officers + * Overseeing the admission and removal of Members + * Approving the establishment of subsidiary series + * Making distribution decisions + * Adopting and amending policies and procedures + * Any other matters related to the governance and operation of the Series + +2. **Board Composition**: + * The Board shall consist of representatives from each of the four stakeholder categories, with representation proportional to the stakeholder categories' profit allocation percentages. + * Each stakeholder category shall elect its own representatives to the Board. + * The initial Board composition shall be: [INITIAL BOARD COMPOSITION]. + * Board members shall serve terms of [TERM LENGTH] years, with staggered terms to ensure continuity. + +3. **Board Decisions**: + * The Board shall make decisions by consent in accordance with sociocratic principles as detailed in Section 2.3. + * Each Board member shall have one vote on matters requiring formal voting. + * A quorum for Board meetings shall consist of at least one representative from each stakeholder category and a majority of the total Board members. + * Written records of all Board decisions shall be maintained in the Electronic Records system provided by KNEL. + +4. **Board Meetings**: + * The Board shall meet at least quarterly, with additional meetings as needed. + * Meetings may be held in person, by video conference, or by other means allowing all participants to communicate simultaneously. + * Notice of regular meetings shall be provided at least 14 days in advance. + * Emergency meetings may be called with 48 hours' notice. + * Any Board member may place items on the meeting agenda. + * Minutes of all Board meetings shall be recorded and maintained in the Electronic Records system. + +### Section 2.2 - Stakeholder Categories and Representation + +1. **Stakeholder Categories**: In accordance with the FairShares Model, the Series recognizes four stakeholder categories: + + * **Founder Members**: Individuals who were instrumental in establishing the Series, developing its concept, and initiating its operations. + + * **Labor Members**: Individuals who contribute labor to the Series, including employees, contractors, and other workers who provide services to the Series. + + * **User Members**: Individuals and entities who use the Series' services, including customers, clients, and beneficiaries of the internet service provider points of presence. + + * **Investor Members**: Individuals and entities who provide financial capital to the Series. + +2. **Profit Allocation Between Categories**: + * Total profits of the Series shall be allocated between the four stakeholder categories according to the following percentages: + * Founder Members: [PERCENTAGE]% + * Labor Members: [PERCENTAGE]% + * User Members: [PERCENTAGE]% + * Investor Members: [PERCENTAGE]% + + * These allocation percentages may be adjusted only by consent of all four stakeholder categories, with such consent determined through each category's internal governance processes. + +3. **Equal Distribution Within Categories**: + * Within each stakeholder category, all Members shall receive equal profit interests regardless of the size or nature of their contribution. + * For clarity, this means that: + * Each Founder Member receives an equal share of the Founder category allocation + * Each Labor Member receives an equal share of the Labor category allocation + * Each User Member receives an equal share of the User category allocation + * Each Investor Member receives an equal share of the Investor category allocation + + * The equal distribution principle does not prevent the establishment of eligibility criteria or qualification thresholds for membership in each category. + +4. **Board Representation**: + * Each stakeholder category shall have representation on the Board proportional to its profit allocation percentage. + * The number of Board seats allocated to each category shall be determined by multiplying the total number of Board seats by the category's profit allocation percentage, rounded to the nearest whole number, with a minimum of one representative per category. + * Each stakeholder category shall determine its own process for selecting its Board representatives, provided that the process is democratic and allows for participation by all category members. + +### Section 2.3 - Sociocratic Governance Principles + +1. **Circle Organization**: + * The Series' governance shall be organized into interconnected circles, each with a defined domain of authority and responsibility. + * The Board of Directors shall function as the General Circle. + * Each stakeholder category shall constitute a Primary Circle. + * Additional circles may be established for specific functions, departments, or projects. + +2. **Double-Linking**: + * Each circle shall be linked to its parent circle by at least two members: + * An Operational Leader appointed by the parent circle + * A Circle Representative elected by the circle members + * These links shall participate in the decision-making of both circles. + * Double-linking ensures bidirectional flow of information and authority. + +3. **Consent Decision-Making**: + * Circle decisions shall be made by consent rather than majority vote. + * Consent exists when no circle member presents a reasoned, paramount objection. + * Objections must be based on risks to the circle's ability to fulfill its aim. + * Consent does not require agreement or preference, only the absence of paramount objections. + * The consent process shall follow these steps: + * Present proposal + * Clarifying questions + * Quick reactions + * Consent round (objections or no objections) + * Integration of objections if present + * New consent round on modified proposal + +4. **Sociocratic Elections**: + * Circle roles shall be filled through a consent-based election process. + * The election process shall include: + * Discussion of the role and its requirements + * Nomination round where each member nominates their candidate with reasons + * Change round where members may change their nominations based on reasons heard + * Proposal by the facilitator based on the strongest nomination + * Consent round on the proposal + * If objections arise, they are discussed and integrated, potentially resulting in a modified proposal. + +### Section 2.4 - Committees of the Board + +1. **Standing Committees**: The Board shall establish and maintain the following standing committees: + + a. **Executive Committee**: + * Composition: At least one representative from each stakeholder category + * Purpose: Handle urgent matters between Board meetings and oversee implementation of Board decisions + * Authority: Limited to actions expressly delegated by the full Board + * Meetings: As needed, with minutes reported to the full Board + + b. **HFNFC Coordination Committee**: + * Composition: At least three Board members from different stakeholder categories + * Purpose: Coordinate with High Flight Network Finance Company regarding network buildout financing + * Duties: + * Hold regular meetings with HFNFC leadership + * Coordinate the financing application process + * Monitor the relationship and resolve disputes + * Report to the full Board quarterly + * Develop standardized processes and documentation for financing requests + * Authority: Make recommendations to the full Board regarding financing arrangements + * Meetings: At least monthly, and more frequently as needed + + c. **Membership Committee**: + * Composition: At least one representative from each stakeholder category + * Purpose: Oversee membership application process and Member relations + * Authority: Make recommendations to the Board regarding membership matters + * Meetings: At least quarterly, and as needed to review applications + +2. **Subsidiary Series Oversight Committees**: + + * For each subsidiary series established by the Series, the Board shall establish a dedicated oversight committee with: + * At least three Board members from different stakeholder categories + * Specific expertise relevant to the subsidiary's operations + * Clear reporting requirements to the full Board + + * Each Subsidiary Series Oversight Committee shall: + * Monitor the operations, performance, and compliance of the subsidiary series + * Provide guidance and support to the subsidiary series leadership + * Meet at least quarterly with subsidiary series leadership + * Review financial and operational reports + * Make recommendations to the full Board regarding the subsidiary series + * Report to the full Board at least quarterly + +3. **Ad Hoc Committees**: + + * The Board may establish additional committees as needed for specific purposes. + + * Each ad hoc committee shall: + * Have a clear charter defining its purpose, authority, and duration + * Include representatives from multiple stakeholder categories + * Report regularly to the full Board + * Be disbanded upon completion of its assigned purpose + +4. **Committee Operations**: + + * All committees shall: + * Operate using sociocratic principles + * Maintain minutes of all meetings + * Provide regular reports to the Board + * Have clearly defined decision-making authority + * Coordinate with other committees as appropriate + +## ARTICLE 3 - MEMBERSHIP AND STAKEHOLDER CATEGORIES + +### Section 3.1 - Membership Classes + +1. **Three-Class System**: In accordance with Article 5 of the Parent Agreement, all membership interests in the Series shall be classified as one of the following: + + * **Class A Membership Interests**: Membership interests with full voting and economic rights. + + * **Class B Membership Interests**: Membership interests with economic rights only and no voting rights. + + * **Class C Membership Interests**: Membership interests with severely limited rights resulting from involuntary transfers. + +2. **Default Classification**: + + * All Founder Members, Labor Members, User Members, and Investor Members shall hold Class A Membership Interests unless: + * They specifically request and are approved to hold Class B interests; or + * Their interests are converted to Class C interests due to involuntary transfer as provided in Section 5.5 of the Parent Agreement. + + * The classification of membership interests is separate from and in addition to the stakeholder category designations. + +3. **Voting Rights**: + + * Only holders of Class A Membership Interests shall have voting rights. + + * Voting rights shall be exercised within each Member's stakeholder category for: + * Selecting Board representatives for the stakeholder category + * Determining the stakeholder category's positions on major decisions + * Other matters specific to the stakeholder category + +4. **Economic Rights**: + + * All Members, regardless of class, shall have economic rights in accordance with: + * Their stakeholder category's allocation percentage + * The equal distribution principle within each stakeholder category + * The limitations applicable to their membership class + +5. **Conversion of Membership Interests**: + + * Membership interests shall be subject to the automatic conversion provisions of Section 5.5 of the Parent Agreement. + + * Any Class A or Class B interest that is involuntarily transferred shall automatically convert to a Class C interest. + + * The Series shall document all conversions in the electronic records system maintained by KNEL. + +### Section 3.2 - Founder Members + +1. **Qualification**: + + * Founder Members must have been instrumental in establishing the Series, developing its concept, and initiating its operations. + + * The initial Founder Members shall be: [LIST OF INITIAL FOUNDER MEMBERS]. + + * Additional Founder Members may be admitted only by unanimous consent of existing Founder Members and approval by the Board. + +2. **Rights and Responsibilities**: + + * Founder Members shall collectively be entitled to [PERCENTAGE]% of Series profits. + + * Each Founder Member shall receive an equal share of the Founder Member profit allocation. + + * Founder Members shall select representatives to the Board in proportion to their stakeholder category's profit allocation percentage. + + * Founder Members have a responsibility to: + * Provide strategic guidance to the Series + * Maintain and develop the Series' vision and mission + * Support the Series' growth and development + * Participate in major strategic decisions + +3. **Founder Circle**: + + * All Founder Members shall constitute the Founder Circle within the sociocratic governance structure. + + * The Founder Circle shall: + * Select Founder representatives to the Board + * Develop and maintain the Series' vision and mission + * Propose strategic initiatives + * Address matters specific to Founder Members + +### Section 3.3 - Labor Members + +1. **Qualification**: + + * Labor Members must contribute labor to the Series, including as employees, contractors, or other workers who provide services to the Series. + + * Minimum labor contribution requirements for Labor Member status shall be established by the Board and may include: + * Minimum hours of service + * Minimum duration of relationship + * Specific skills or qualifications + * Commitment to ongoing involvement + + * Labor Member status shall be reviewed annually to confirm continued qualification. + +2. **Rights and Responsibilities**: + + * Labor Members shall collectively be entitled to [PERCENTAGE]% of Series profits. + + * Each Labor Member shall receive an equal share of the Labor Member profit allocation. + + * Labor Members shall select representatives to the Board in proportion to their stakeholder category's profit allocation percentage. + + * Labor Members have a responsibility to: + * Perform their work with skill and diligence + * Contribute to the Series' operations and success + * Participate in decisions affecting their work + * Support the Series' mission and values + +3. **Labor Circle**: + + * All Labor Members shall constitute the Labor Circle within the sociocratic governance structure. + + * The Labor Circle shall: + * Select Labor representatives to the Board + * Address matters related to working conditions and labor policies + * Develop proposals related to labor practices + * Coordinate labor resources and skills development + +4. **Labor Member Admission**: + + * New Labor Members may be admitted through a process established by the Labor Circle and approved by the Board. + + * The admission process shall include: + * Verification of minimum qualification requirements + * Orientation to the Series and the FairShares Model + * Consent of existing Labor Members + * Approval by the Membership Committee + * Formal documentation in the electronic records system + +### Section 3.4 - User Members + +1. **Qualification**: + + * User Members must be users of the Series' services, including customers, clients, and beneficiaries of the internet service provider points of presence. + + * Minimum usage requirements for User Member status shall be established by the Board and may include: + * Minimum level of service utilization + * Minimum duration of customer relationship + * Commitment to ongoing service use + * Geographic location within service areas + + * User Member status shall be reviewed annually to confirm continued qualification. + +2. **Rights and Responsibilities**: + + * User Members shall collectively be entitled to [PERCENTAGE]% of Series profits. + + * Each User Member shall receive an equal share of the User Member profit allocation. + + * User Members shall select representatives to the Board in proportion to their stakeholder category's profit allocation percentage. + + * User Members have a responsibility to: + * Provide feedback on services + * Participate in service development discussions + * Support the Series through continued use of services + * Promote the Series' services when appropriate + +3. **User Circle**: + + * All User Members shall constitute the User Circle within the sociocratic governance structure. + + * The User Circle shall: + * Select User representatives to the Board + * Address matters related to service quality and user experience + * Develop proposals for service improvements + * Provide organized feedback on Series services + +4. **User Member Admission**: + + * New User Members may be admitted through a process established by the User Circle and approved by the Board. + + * The admission process shall include: + * Verification of minimum qualification requirements + * Orientation to the Series and the FairShares Model + * Consent of the User Circle + * Approval by the Membership Committee + * Formal documentation in the electronic records system + +### Section 3.5 - Investor Members + +1. **Qualification**: + + * Investor Members must provide financial capital to the Series. + + * Minimum investment requirements for Investor Member status shall be established by the Board and may include: + * Minimum investment amount + * Investment timing or stage + * Investment structure or terms + * Commitment to the Series' mission and vision + + * All Investor Members must qualify as accredited investors under SEC Rule 501(a). + +2. **Rights and Responsibilities**: + + * Investor Members shall collectively be entitled to [PERCENTAGE]% of Series profits. + + * Each Investor Member shall receive an equal share of the Investor Member profit allocation, regardless of investment size. + + * Investor Members shall select representatives to the Board in proportion to their stakeholder category's profit allocation percentage. + + * Investor Members have a responsibility to: + * Support the Series' financial health + * Provide financial expertise when appropriate + * Respect the Series' mission and the FairShares Model + * Participate in financial planning and capital allocation discussions + +3. **Investor Circle**: + + * All Investor Members shall constitute the Investor Circle within the sociocratic governance structure. + + * The Investor Circle shall: + * Select Investor representatives to the Board + * Address matters related to capital allocation and financial performance + * Develop proposals related to capital structure and investment + * Monitor financial health and sustainability + +4. **Investor Member Admission**: + + * New Investor Members may be admitted through a process established by the Board in coordination with Redwood Springs Capital Partners Group LLC, the exclusive capital raising entity for all series of the Parent LLC. + + * The admission process shall include: + * Verification of accredited investor status + * Minimum investment requirements + * Due diligence and disclosure + * Consent of the Investor Circle + * Approval by the Membership Committee + * Formal documentation in the electronic records system + +### Section 3.6 - Membership Records and Documentation + +1. **Electronic Membership Registry**: + + * In accordance with Section 3.2 of the Parent Agreement, the Series shall maintain an electronic membership registry through the IT services provided by KNEL. + + * The registry shall record: + * Member name and contact information + * Membership class (A, B, or C) + * Stakeholder category (Founder, Labor, User, or Investor) + * Date of admission + * Current status + * Investment or contribution details + * Distribution history + * Any special terms or conditions + + * The registry shall be the official record of membership and shall be conclusive for all purposes related to membership status, voting rights, and economic rights. + +2. **Membership Certificates**: + + * Electronic certificates evidencing membership interests shall be issued in accordance with Section 5.7 of the Parent Agreement. + + * Certificates shall clearly indicate: + * Member name + * Membership class (A, B, or C) + * Stakeholder category (Founder, Labor, User, or Investor) + * Date of issuance + * Any transfer restrictions + * Required securities law legends + + * Certificates shall be accessible to Members through the electronic records system maintained by KNEL. + +3. **Member Information Rights**: + + * All Members shall have access to: + * The Series' financial statements + * Their own membership records + * Meeting minutes of their stakeholder category circle + * Board decisions affecting their stakeholder category + * Other information as required by law + + * Class A Members shall have additional access to: + * Board meeting minutes + * Series policies and procedures + * Strategic planning documents + * Other governance information + + * Information access shall be provided through the electronic records system maintained by KNEL. + +## ARTICLE 4 - RELATIONSHIP WITH PARENT LLC AND AFFILIATED ENTITIES + +### Section 4.1 - Mandatory Operational Requirements + +1. **IT Services**: In accordance with Section 3.1 of the Parent Agreement: + + * The Series shall exclusively utilize Known Element Enterprises (KNEL) for all IT services, including but not limited to: + * Network infrastructure + * Software systems + * Data storage and management + * Security services + * Technical support + * Infrastructure management + + * The Series shall comply with all KNEL service level agreements and policies. + + * The Series may request exceptions to the mandatory use requirement only through the innovation exception process described in Section 3.1.4 of the Parent Agreement. + +2. **Transaction and Treasury Services**: In accordance with Section 3.1 of the Parent Agreement: + + * The Series shall exclusively utilize The Campus Trading Company (TCTC) for all transaction and treasury services, including but not limited to: + * Payment processing + * Treasury management + * Financial settlements + * Banking relationships + * Cash management + * Financial controls + + * The Series shall comply with all TCTC service level agreements and policies. + + * The Series may request exceptions to the mandatory use requirement only through the innovation exception process described in Section 3.1.4 of the Parent Agreement. + +3. **Electronic Records**: In accordance with Section 3.2 of the Parent Agreement: + + * All Series records shall be maintained exclusively in electronic format through the systems provided by KNEL. + + * Electronic records shall include: + * Corporate records + * Financial documentation + * Member information + * Contracts and agreements + * Operational records + * Legal and compliance records + + * The Series shall comply with all electronic record system requirements established in the Parent Agreement. + +4. **Capital Raising**: In accordance with Section 3.3 of the Parent Agreement: + + * The Series shall exclusively utilize Redwood Springs Capital Partners Group LLC for: + * All capital raising activities + * Any external investment into the Series + * Any debt or equity financing activities + * Any capital restructuring + * Any activities involving external capital + + * The Series shall comply with all capital raising requirements established in the Parent Agreement. + +### Section 4.2 - Relationship with High Flight Network Finance Company (HFNFC) + +1. **Exclusive Financing Relationship**: + + * The Series shall ONLY use High Flight Network Finance Company (HFNFC) for all network buildout financing. + + * All financing for planning, building, deploying, and operating internet service provider points of presence shall be arranged through HFNFC. + + * This exclusive financing relationship shall include: + * Capital equipment financing + * Infrastructure deployment funding + * Working capital for network operations + * Expansion and upgrade financing + * Other financing needs related to network buildouts + +2. **Division of Authority**: + + * The Series' Board maintains operational authority over: + * Network buildout planning and design + * Vendor and contractor selection + * Technical specifications and standards + * Project management and implementation + * Network operations and maintenance + * Service deployment and delivery + + * HFNFC maintains financing authority over: + * Financing structure and terms + * Capital allocation decisions + * Funding approvals and disbursements + * Financial covenants and requirements + * Return on investment expectations + * Financing timelines and milestones + +3. **HFNFC Coordination Committee**: + + * The HFNFC Coordination Committee of the Board shall: + * Conduct regular meetings with HFNFC leadership at least monthly + * Coordinate the financing application process for network buildouts + * Monitor the relationship between the Series and HFNFC + * Address and resolve any disputes or coordination issues + * Report to the full Board quarterly on the relationship and financing activities + * Develop standardized processes and documentation for financing requests + + * The HFNFC Coordination Committee shall include representatives from multiple stakeholder categories to ensure balanced perspective. + + * The Committee shall develop and maintain a financing request protocol that standardizes the application process, documentation requirements, and approval timeline. + +4. **Financing Request Process**: + + * All network buildout financing requests shall: + * Be prepared according to HFNFC's requirements and templates + * Include detailed project specifications, timelines, and budgets + * Contain clear business cases and return on investment projections + * Specify performance metrics and success criteria + * Be reviewed and approved by the Series' Board before submission + * Be submitted through the HFNFC Coordination Committee + + * The Series shall maintain a rolling three-year network buildout plan that is updated quarterly and shared with HFNFC to facilitate planning and capital allocation. + +5. **Dispute Resolution**: + + * Any disputes between the Series and HFNFC shall be addressed through: + * Initial discussion between the HFNFC Coordination Committee and HFNFC leadership + * If unresolved, escalation to the Series' Board and HFNFC Board + * If still unresolved, mediation as provided in the dispute resolution procedures of the Parent Agreement + + * The Series and HFNFC shall establish a joint protocol for expedited dispute resolution for time-sensitive issues affecting network deployments. + +### Section 4.3 - Multi-State Operations + +1. **Foreign Qualification**: + + * The Series shall register and obtain foreign qualification as required in each state where it conducts business, which may include: + * Filing as a foreign entity in each applicable state + * Maintaining registered agents in each state + * Complying with all state-specific registration requirements + * Renewing registrations as required + * Paying all required fees and taxes + + * The Board shall establish a compliance protocol for tracking and maintaining good standing in all jurisdictions where the Series operates. + +2. **Jurisdictional Risk Management**: + + * The Series acknowledges that Texas series LLC statutes and the associated liability protections may not be recognized in all states where it conducts business. + + * To mitigate jurisdictional risks, the Series shall: + * Establish state-specific subsidiary entities where necessary or prudent + * Implement additional liability protection measures, including appropriate insurance coverage + * Structure contracts to specify Texas law as governing law where possible + * Include clear notice of series status in all contracts and communications + * Maintain strict operational separation as specified in the Parent Agreement + + * The Board shall regularly review and assess jurisdictional risks in consultation with qualified legal counsel. + +3. **State-Specific Compliance**: + + * The Series shall implement systems to ensure compliance with: + * State-specific telecommunications regulations + * State tax requirements + * State licensing and permitting requirements + * State consumer protection laws + * Other state-specific legal and regulatory requirements + + * The Board shall establish a compliance monitoring system that tracks requirements across all operating jurisdictions. + +4. **Operational Structure for Multi-State Activities**: + + * The Series may establish: + * Regional management structures + * State-specific operational teams + * Geographic market divisions + * Subsidiary entities in specific states where necessary for legal or tax purposes + + * All operational structures shall maintain consistent governance through the Board while adapting to local requirements. + +### Section 4.4 - Series Independence and Isolation + +1. **Legal and Economic Isolation**: In accordance with Section 4.2 of the Parent Agreement: + + * The Series is absolutely and irrevocably isolated from all other series of the Parent LLC, such that: + * The assets, liabilities, obligations, and debts of the Series are completely separate and distinct from all other series + * No series shall have any claim, right, interest, obligation, duty, responsibility, or liability whatsoever in any other series + * The Series operates as if it were a completely separate legal entity + + * This isolation is established pursuant to and in accordance with Texas Business Organizations Code § 101.601 et seq. + +2. **Operational Separation Requirements**: + + * The Series shall maintain complete operational separation, including: + * Independent electronic books and records (provided via KNEL/TCTC systems as required) + * Entirely separate bank accounts established through TCTC + * Absolute separation of all assets and liabilities + * Independent contracts and business relationships + * Separate tax identification number and filings + * Distinct operational processes and procedures + + * All contracts and communications shall clearly identify the Series as a separate series of the Parent LLC. + +3. **Notice Requirements**: + + * The Series shall include the following notice in all contracts and significant business communications: + + "NOTICE OF LIMITED LIABILITY: High Flight Network Operating Company Group (series) LLC is a series of Turnkey Network Systems LLC, a Texas series limited liability company. Under Texas law, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to this series are enforceable against the assets of this series only, and not against the assets of Turnkey Network Systems LLC generally or any other series thereof. Similarly, none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to Turnkey Network Systems LLC generally or any other series thereof shall be enforceable against the assets of this series." + +## ARTICLE 5 - PROFIT INTERESTS AND DISTRIBUTIONS + +### Section 5.1 - Profit Interest Structure + +1. **Profit Interest Basis**: + + * All economic interests in the Series shall be structured as profit interests rather than capital interests. + + * No Member shall have a capital account or capital interest in the Series. + + * Members shall be entitled to future profits of the Series in accordance with: + * Their stakeholder category allocation percentage + * The equal distribution principle within each stakeholder category + * Their membership class (A, B, or C) + +2. **Profit Interest Documentation**: + + * All profit interests shall be documented through: + * Electronic membership certificates issued in accordance with Section 5.7 of the Parent Agreement + * Detailed records in the electronic membership registry maintained by KNEL + * Profit interest award agreements specifying any applicable vesting or other conditions + +3. **Profit Interest Allocation Between Stakeholder Categories**: + + * Series profits shall be allocated according to the following percentages: + * Founder Members: [PERCENTAGE]% + * Labor Members: [PERCENTAGE]% + * User Members: [PERCENTAGE]% + * Investor Members: [PERCENTAGE]% + + * These allocation percentages may be adjusted only by consent of all four stakeholder categories, with each category making its decision according to its own governance processes. + +4. **Equal Distribution Within Categories**: + + * Within each stakeholder category, profits shall be distributed equally among all Members in that category. + + * For clarity, this means: + * Each Founder Member receives an equal 1/n share of the Founder category allocation (where n is the number of Founder Members) + * Each Labor Member receives an equal 1/n share of the Labor category allocation (where n is the number of Labor Members) + * Each User Member receives an equal 1/n share of the User category allocation (where n is the number of User Members) + * Each Investor Member receives an equal 1/n share of the Investor category allocation (where n is the number of Investor Members) + + * This equal distribution principle applies regardless of: + * The size or nature of a Member's contribution + * The duration of a Member's association with the Series + * Any other differentiating factors among Members within a category + +### Section 5.2 - Vesting of Profit Interests + +1. **Vesting Schedules**: + + * Profit interests issued to Members may be subject to vesting schedules as determined by: + * For Founder Members: The initial Founder Members + * For Labor Members: The Board with input from the Labor Circle + * For User Members: The Board with input from the User Circle + * For Investor Members: The Board with input from the Investor Circle + + * Vesting schedules, if applicable, shall be clearly documented in profit interest award agreements. + +2. **Section 83(b) Elections**: + + * Members receiving profit interests subject to vesting shall be advised of their right to make an election under Section 83(b) of the Internal Revenue Code. + + * The Series shall provide: + * Information about the potential tax implications of Section 83(b) elections + * Sample election forms and filing instructions + * Reminders of the 30-day filing deadline + * Confirmation of receipt of filed elections + + * Members shall be encouraged to consult with their own tax advisors regarding Section 83(b) elections. + +3. **Forfeiture of Unvested Interests**: + + * Unvested profit interests shall be subject to forfeiture upon: + * Termination of a Member's relationship with the Series + * Failure to meet specified vesting conditions + * Other circumstances specified in the profit interest award agreement + + * Forfeited profit interests shall: + * Be cancelled + * Not be redistributed to other Members + * Result in the remaining Members in the same stakeholder category receiving proportionally larger distributions (due to fewer members sharing the category's allocation) + + * The forfeiture of unvested profit interests shall be documented in the electronic records system. + +### Section 5.3 - Distribution Decisions and Procedures + +1. **Distribution Decisions**: + + * The decision to make distributions shall be made by the Board after consideration of: + * The Series' financial performance + * Cash flow requirements + * Working capital needs + * Reserves for future operations, investments, and contingencies + * Strategic objectives and growth plans + * Recommendations from stakeholder circles + + * The Board may establish a distribution policy setting guidelines for the frequency and amount of distributions. + +2. **Distribution Procedures**: + + * All distributions shall be processed through TCTC in accordance with Section 3.1 of the Parent Agreement. + + * Distributions shall be made in the following sequence: + * First, to the stakeholder categories according to their allocation percentages + * Second, within each stakeholder category, equally among all Members in that category + + * Distributions to Members shall be made by electronic funds transfer to accounts designated by the Members. + +3. **Distribution Limitations**: + + * No distributions shall be made if, after giving effect to the distribution: + * The Series would not be able to pay its debts as they become due + * The Series' total assets would be less than its total liabilities + * The distribution would violate any financing covenants or agreements + + * The Board shall certify that any distribution complies with these limitations. + +4. **Tax Distributions**: + + * The Series may make special tax distributions to Members to cover tax liabilities resulting from the Series' operations. + + * Tax distributions, if made, shall: + * Be based on the highest combined federal, state, and local tax rates applicable to any Member + * Be considered advances against future regular distributions + * Follow the same allocation percentages and equal distribution principle as regular distributions + + * Tax distributions shall be made at such times as to enable Members to make required estimated tax payments. + +### Section 5.4 - Profit Interest Transfer Restrictions + +1. **Transfer Restrictions**: + + * All profit interests shall be subject to the transfer restrictions contained in Section 5.6 of the Parent Agreement. + + * No Member may sell, assign, transfer, pledge, hypothecate, or otherwise dispose of or encumber any profit interest without: + * Prior written consent of the Board + * Compliance with all securities laws + * Compliance with the procedures specified in this Agreement and the Parent Agreement + + * Any attempted transfer in violation of these restrictions shall be void and of no effect. + +2. **Permitted Transfers**: + + * The Board may, in its discretion, approve transfers that: + * Are to entities controlled by the Member + * Are for estate planning purposes + * Are to family members in accordance with the Series' policies + * Would not adversely affect the Series' operations or governance + + * All permitted transfers must comply with: + * Securities law requirements + * The documentation requirements of Section 5.7 of the Parent Agreement + * The classification requirements of Article 5 of the Parent Agreement + +3. **Automatic Conversion Upon Involuntary Transfer**: + + * In accordance with Section 5.5 of the Parent Agreement, any profit interest that is subject to involuntary transfer shall automatically convert to a Class C Membership Interest. + + * Involuntary transfers include those resulting from: + * Court judgments + * Bankruptcy proceedings + * Contested divorce proceedings + * Death (unless otherwise provided for) + * Any other non-voluntary mechanism + + * The Series shall document all such conversions in the electronic records system. + +## ARTICLE 6 - SERIES OPERATIONS + +### Section 6.1 - Business Operations + +1. **Business Focus**: + + * The Series shall focus on planning, building, deploying, and operating internet service provider points of presence, including: + * Network infrastructure development + * Hardware and equipment procurement and installation + * Software systems implementation + * Technical support and maintenance + * Customer service operations + * Connectivity services delivery + + * The Series may engage in related business activities that support or enhance its primary focus. + +2. **Operational Planning**: + + * The Series shall maintain: + * A strategic plan covering at least three years + * An annual operating plan and budget + * A rolling network deployment plan + * Capital expenditure projections + + * These plans shall be reviewed and updated regularly by the Board with input from all stakeholder categories. + +3. **Project Management**: + + * Network buildout projects shall be managed using: + * Standardized project management methodologies + * Clear documentation requirements + * Regular progress reporting + * Quality control procedures + * Performance metrics monitoring + + * Project management systems shall be implemented through the IT services provided by KNEL. + +4. **Service Delivery Standards**: + + * The Series shall establish and maintain service delivery standards that: + * Define quality metrics for network services + * Establish performance benchmarks + * Specify uptime and reliability targets + * Set customer response time goals + * Include regular service review processes + + * These standards shall be developed with input from all stakeholder categories and approved by the Board. + +### Section 6.2 - Subsidiary Series + +1. **Establishment of Subsidiary Series**: + + * The Series may establish subsidiary series for specific purposes, such as: + * Geographic market expansion + * Specialized service offerings + * Major infrastructure projects + * Strategic initiatives + + * Each subsidiary series shall be established through: + * Board approval + * Filing of required notices with the Texas Secretary of State + * Adoption of a subsidiary series operating agreement + * Compliance with all requirements of the Parent Agreement + +2. **Subsidiary Series Governance**: + + * Each subsidiary series shall: + * Have its own governance structure as defined in its operating agreement + * Be subject to oversight by a dedicated Board committee as specified in Section 2.4 + * Implement the FairShares Model unless specifically exempted by the Board + * Report regularly to the Series' Board + + * The Series' Board shall retain ultimate authority over all subsidiary series. + +3. **Subsidiary Series Operations**: + + * Each subsidiary series shall: + * Maintain separate books and records through KNEL + * Have separate bank accounts through TCTC + * Comply with all mandatory operational requirements of the Parent Agreement + * Operate within parameters established by the Series' Board + * Maintain its own membership structure and records + +4. **Inter-Series Relationships**: + + * Relationships between the Series and its subsidiary series shall be: + * Formally documented + * At arm's length + * Based on fair market value for any services or resources + * Structured to maintain series isolation + * Transparent to all Members + +### Section 6.3 - Financial Management + +1. **Financial Controls**: + + * The Series shall implement comprehensive financial controls, including: + * Separation of duties for financial transactions + * Multiple approval levels for expenditures + * Regular reconciliation of accounts + * Internal audit procedures + * Expense approval policies + + * All financial controls shall be implemented through TCTC systems. + +2. **Budget Process**: + + * The Series shall follow an annual budget process that includes: + * Input from all stakeholder categories + * Detailed revenue and expense projections + * Capital expenditure planning + * Cash flow forecasting + * Comparison to strategic objectives + + * The annual budget shall be approved by the Board. + +3. **Financial Reporting**: + + * The Series shall provide: + * Monthly financial statements to the Board + * Quarterly financial reports to all Members + * Annual audited financial statements + * Project-specific financial reporting + * Performance metrics tracking + + * All financial reporting shall be managed through TCTC and KNEL systems. + +4. **Tax Matters**: + + * The Series shall: + * Maintain separate tax accounting + * File required tax returns and reports + * Issue Schedule K-1s or other required tax forms to Members + * Provide tax information to Members in a timely manner + * Engage qualified tax professionals as needed + + * The Series shall designate a Tax Matters Representative to handle tax matters on behalf of the Series. + +### Section 6.4 - Network Buildout Process + +1. **Network Planning Phase**: + + * The network planning process shall include: + * Market analysis and demand assessment + * Technical feasibility studies + * Preliminary design specifications + * Cost estimations + * Regulatory and compliance review + + * Planning outputs shall include detailed documentation suitable for financing applications to HFNFC. + +2. **Financing Application and Approval**: + + * All network buildout projects shall require financing approval from HFNFC through: + * Submission of standardized financing application packages + * Review and approval by the HFNFC Coordination Committee + * Formal financing approval from HFNFC + * Documentation of financing terms and conditions + * Implementation of financing agreement + +3. **Procurement and Implementation**: + + * Upon financing approval, the Series shall: + * Initiate procurement processes for equipment and services + * Finalize technical designs + * Secure necessary permits and authorizations + * Engage contractors and service providers + * Implement project management protocols + + * All procurement shall comply with policies established by the Board. + +4. **Deployment and Activation**: + + * Network deployment shall include: + * Equipment installation and configuration + * System integration and testing + * Quality assurance verification + * Documentation of as-built specifications + * Training of operational personnel + + * Network activation shall include: + * Systematic testing of all components + * Performance verification against specifications + * Customer onboarding processes + * Transition to operational status + * Post-implementation review + +5. **Operations and Maintenance**: + + * Ongoing operations shall include: + * 24/7 monitoring and support + * Preventative maintenance procedures + * Performance optimization + * Security management + * Customer support services + + * The Series shall establish operational metrics and reporting systems to track network performance and service quality. + +### Section 6.5 - Classified Facilities and Operations + +1. **Classified Balloon Launch Facilities**: + + * The Series may establish and operate classified balloon launch facilities that: + * Support aerial network infrastructure deployment + * Comply with all applicable federal, state, and local regulations + * Maintain appropriate security protocols and clearances + * Operate under specialized governance procedures + + * All classified balloon launch facilities shall: + * Be physically secured with appropriate access controls + * Employ personnel with necessary security clearances + * Implement secure communications and data handling protocols + * Maintain compliance with airspace regulations and restrictions + * Follow specialized emergency response procedures + * Operate under compartmentalized information policies + * Maintain secure supply chains for critical components + + * The Board shall establish a Classified Operations Oversight Committee that: + * Includes members with appropriate security clearances + * Conducts regular security audits and compliance reviews + * Approves operational protocols for classified facilities + * Reports on general status to the full Board while maintaining appropriate information compartmentalization + +2. **Classified Network Operation Centers (NOCs)**: + + * The Series may establish and operate classified Network Operation Centers that: + * Monitor and manage secure network infrastructure + * Implement specialized security protocols + * Support sensitive customer requirements + * Handle classified data and communications + + * All classified NOCs shall: + * Be physically secured with multi-layered access controls + * Be staffed by personnel with appropriate security clearances + * Implement secure systems for network monitoring and management + * Maintain air-gapped operations where required by security protocols + * Implement specialized incident response procedures + * Undergo regular security assessments and penetration testing + * Maintain backup and disaster recovery capabilities that meet or exceed government standards + + * Classified NOC operations shall: + * Be segregated from standard network operations + * Implement specialized change management procedures + * Follow strict data handling and destruction protocols + * Maintain detailed access and activity logs + * Conduct regular security drills and tabletop exercises + +3. **Security Clearance Requirements**: + + * The Series shall establish a security clearance management program that: + * Facilitates appropriate clearance levels for personnel + * Maintains compliance with all clearance requirements + * Implements continuous monitoring and periodic reinvestigations + * Provides secure facilities for handling classified information + * Ensures proper indoctrination and training for cleared personnel + + * The Board shall approve policies regarding: + * Clearance sponsorship criteria + * Interim access protocols + * Clearance reciprocity with government agencies and contractors + * Security violation reporting and mitigation + * Counterintelligence awareness programs + +4. **Compliance with Government Regulations**: + + * All classified operations shall comply with: + * Relevant National Industrial Security Program (NISP) requirements + * Applicable Intelligence Community Directives + * Department of Defense security requirements + * Federal Aviation Administration regulations for aerial operations + * Specific requirements from government customers or partners + * Export control regulations + * Specialized reporting requirements + + * The Series shall maintain: + * A Facility Security Officer (FSO) with appropriate credentials + * Current facility clearances as required + * Documentation of all security inspections and reviews + * Secure procedures for classified contracting + * Specialized accounting procedures for classified programs + +5. **Governance of Classified Operations**: + + * The governance of classified operations shall balance: + * The need for security and compartmentalization + * The FairShares Model principles + * Oversight and accountability requirements + * Operational effectiveness + + * The Board shall: + * Establish a specialized governance framework for classified operations + * Ensure appropriate oversight while respecting need-to-know principles + * Approve secure funding mechanisms for classified operations + * Review performance metrics that can be shared at the appropriate classification level + * Ensure compliance with all security requirements + + * The Series shall implement specialized reporting procedures that: + * Provide appropriate oversight + * Maintain information security + * Document decision-making + * Ensure accountability + +### Section 6.6 - Federal Government Contracting and Accounting + +1. **Federal Acquisition Regulation (FAR) Compliance**: + + * The Series shall establish comprehensive systems and procedures to ensure compliance with: + * Federal Acquisition Regulation (FAR) requirements + * Agency-specific supplements to the FAR (DFARS, GSAR, etc.) + * Executive Orders applicable to federal contractors + * Small business subcontracting requirements + * Flow-down clauses to subcontractors and vendors + + * The Series shall maintain: + * A FAR compliance officer or designated responsible individual + * Current copies of all applicable regulations + * Documentation of compliance measures + * Training programs for personnel involved in government contracting + * Systems for monitoring regulatory changes and updates + +2. **Cost Accounting Standards (CAS) Compliance**: + + * For contracts subject to Cost Accounting Standards, the Series shall: + * Implement compliant cost accounting systems + * Develop and maintain a CAS Disclosure Statement when required + * Establish consistent practices for allocating direct and indirect costs + * Implement appropriate timekeeping systems for labor charging + * Maintain documentation of cost accounting practices + * Conduct regular internal reviews of CAS compliance + * Implement proper segregation of unallowable costs + + * The Series shall establish accounting policies addressing: + * Consistent cost allocation methodologies + * Treatment of direct vs. indirect costs + * Unallowable cost identification and segregation + * Consistent application of accounting periods + * Proper capital asset accounting + * Consistent treatment of costs across all contracts + +3. **Government Contract Administration**: + + * The Series shall establish specialized contract administration procedures for government contracts, including: + * Proposal development and submission protocols + * Contract negotiation procedures + * Contract performance monitoring + * Deliverable tracking and quality assurance + * Compliance with reporting requirements + * Management of contract modifications + * Closeout procedures for completed contracts + * Subcontractor management and oversight + + * For contract performance, the Series shall maintain: + * Systems to track contract deliverables and milestones + * Procedures for government-required reporting + * Quality control systems that meet government requirements + * Documentation of all significant decisions and communications + * Systems to ensure compliance with contract terms and conditions + +4. **Federal Audit Readiness**: + + * The Series shall maintain audit readiness for: + * Defense Contract Audit Agency (DCAA) audits + * Inspector General (IG) audits + * Government Accountability Office (GAO) reviews + * Agency-specific compliance reviews + * Contract-specific audits + + * Audit readiness measures shall include: + * Proper documentation of all transactions + * Regular internal reviews and self-audits + * Maintenance of supporting documentation + * Training for personnel on audit requirements + * Established protocols for responding to audit requests + * Documentation of corrective actions for any identified issues + +5. **Specialized Federal Accounting Requirements**: + + * The Series shall implement specialized accounting procedures for: + * Segregation of costs by contract and funding type + * Tracking funding by appropriation + * Monitoring contract funding limitations + * Preventing Anti-Deficiency Act violations + * Managing government-furnished property + * Tracking cost-sharing requirements when applicable + * Maintaining documentation for the period required by federal regulations + + * The Series shall implement systems to ensure: + * Proper billing in accordance with contract terms + * Accurate incurred cost submissions when required + * Compliance with Limitation of Cost/Limitation of Funds clauses + * Proper accounting for advance payments and performance-based payments + * Accurate calculation of fees and incentives + +6. **Ethics and Compliance Program for Government Contracting**: + + * The Series shall establish a comprehensive ethics and compliance program addressing: + * Procurement integrity + * Organizational conflicts of interest + * Personal conflicts of interest + * Gifts and gratuities restrictions + * Hiring of former government employees + * Mandatory disclosure requirements + * Whistleblower protections + * Lobbying restrictions and reporting + + * The program shall include: + * Regular training for all personnel involved in government contracts + * Clear reporting mechanisms for potential violations + * Investigation procedures for reported issues + * Documentation of all compliance activities + * Annual certification of compliance + * Regular program assessment and updates + +7. **Socioeconomic Program Compliance**: + + * The Series shall implement systems to comply with federal socioeconomic requirements, including: + * Small business subcontracting plans and goals + * Small disadvantaged business utilization + * Women-owned small business participation + * Service-disabled veteran-owned small business utilization + * HUBZone business participation + * Labor surplus area concerns + * Historically Black College and University involvement + + * The Series shall maintain: + * Documentation of good faith efforts to meet goals + * Systems for identifying qualified diverse suppliers + * Required reporting on socioeconomic program achievements + * Mentor-protégé program participation when applicable + +8. **Federal Contract Revenue Recognition**: + + * The Series shall establish accounting policies for government contract revenue recognition that: + * Comply with Generally Accepted Accounting Principles (GAAP) + * Address fixed-price, cost-reimbursement, and time-and-materials contracts + * Include proper treatment of contract modifications + * Address award and incentive fees + * Include proper treatment of contract financing payments + * Address milestone and performance-based payments + + * Revenue recognition policies shall be: + * Consistently applied + * Properly documented + * Regularly reviewed for compliance with accounting standards + * Approved by the Board's Finance Committee + +9. **Contract Data Security and Cybersecurity Requirements**: + + * The Series shall implement systems to comply with: + * Cybersecurity Maturity Model Certification (CMMC) requirements + * NIST SP 800-171 requirements for controlled unclassified information + * Contract-specific security requirements + * Cloud computing security requirements (FedRAMP) + * Data sovereignty requirements + * Incident reporting requirements + + * Security compliance measures shall include: + * Regular security assessments + * System security plans + * Supply chain risk management + * Security training for personnel + * Documentation of compliance measures + * Continuous monitoring systems + +## ARTICLE 7 - AMENDMENTS AND MISCELLANEOUS PROVISIONS + +### Section 7.1 - Amendment Process + +1. **Amendment Authority**: This Agreement may be amended only by: + + * Proposal by: + * The Board + * Any stakeholder category circle with approval from at least 75% of its members + * At least 25% of all Members, with representation from each stakeholder category + + * Review by all stakeholder category circles, with each circle providing feedback through its sociocratic process + + * Consent of the Board following consideration of all stakeholder feedback + + * Final approval by at least 75% of all Class A Members, with at least 60% approval from each stakeholder category + +2. **Amendment Limitations**: No amendment may: + + * Conflict with the Parent Agreement + + * Alter the FairShares Model's fundamental principles, including: + * The four stakeholder categories + * The equal distribution principle within categories + * Proportional board representation + + * Eliminate the Board's ultimate governing authority + + * Modify the relationship with HFNFC for network buildout financing + + * Override the mandatory operational requirements of the Parent Agreement + +3. **Amendment Documentation**: All amendments shall be: + + * Documented in writing + + * Maintained in the electronic records system + + * Distributed to all Members + + * Filed with appropriate governmental authorities if required + +### Section 7.2 - Dispute Resolution + +1. **Internal Dispute Resolution**: + + * Disputes within the Series shall first be addressed through: + * Direct communication between the affected parties + * Facilitated discussion using sociocratic methods + * Mediation by a neutral party selected by consent of the disputing parties + + * If not resolved through these methods, disputes shall be referred to: + * The appropriate stakeholder circle(s) for matters specific to one stakeholder category + * The Board for matters affecting multiple stakeholder categories or the Series as a whole + +2. **External Dispute Resolution**: + + * Disputes with external parties shall be managed according to: + * The dispute resolution provisions in the relevant contract, if applicable + * The dispute resolution procedures in Schedule H of the Parent Agreement + + * The Series shall attempt to resolve all disputes through negotiation and mediation before resorting to arbitration or litigation. + +3. **Disputes with HFNFC**: + + * Disputes specifically related to network buildout financing shall be addressed through: + * Initial resolution attempts by the HFNFC Coordination Committee + * If unresolved, escalation to the Board and HFNFC leadership + * If still unresolved, mediation as provided in the Parent Agreement + +### Section 7.3 - Indemnification + +1. **Indemnification Coverage**: + + * The Series shall indemnify to the fullest extent permitted by law: + * Board members + * Officers + * Committee members + * Other authorized representatives + + * Indemnification shall cover: + * Legal expenses + * Judgments + * Settlements + * Other costs + + * Indemnification shall apply to actions taken in good faith and in the best interest of the Series. + +2. **Advancement of Expenses**: + + * The Series shall advance legal expenses upon receipt of: + * A written undertaking to repay if indemnification is ultimately not appropriate + * A written affirmation of good faith belief that the standard for indemnification has been met + * Documentation of the expenses incurred + + * The Board shall review advancement requests and may deny advancement only for specified reasons. + +3. **Insurance**: + + * The Series shall maintain appropriate insurance coverage for: + * Directors and officers liability + * General liability + * Property and casualty + * Cyber liability + * Other risks as determined by the Board + +### Section 7.4 - Miscellaneous Provisions + +1. **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles. + +2. **Integration**: This Agreement, together with the Parent Agreement, constitutes the entire agreement among the parties with respect to the subject matter hereof. + +3. **Severability**: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. + +4. **No Third-Party Beneficiaries**: This Agreement is made solely for the benefit of the parties hereto and their permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement. + +5. **Confidentiality**: Members shall maintain the confidentiality of the Series' confidential information and shall not disclose such information to third parties without authorization. + +6. **Force Majeure**: No party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, or natural disaster. + +7. **Electronic Communications**: All notices, consents, and other communications may be delivered electronically through the systems provided by KNEL. + +8. **Waiver**: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach. + +9. **Interpretation**: The headings in this Agreement are for convenience only and shall not affect its interpretation. + +10. **Counterparts**: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. + +## ARTICLE 8 - EXECUTION + +IN WITNESS WHEREOF, this Operating Agreement has been executed effective as of the Effective Date. + +Pursuant to the electronic recordkeeping requirements contained in Section 3.2 of the Parent Agreement, this Agreement shall be executed solely through the Known Element Enterprises (KNEL) Electronic Signature System and recorded in the electronic records system. Physical signatures shall neither be required nor accepted. + +Electronic signatures executed through the KNEL Electronic Signature System shall have the same legal effect, validity, and enforceability as a manually executed signature to the fullest extent permitted by applicable law. + +Each signatory represents and warrants that: + +1. They have the authority to execute this Agreement on behalf of the entity they represent; + +2. They have reviewed this Agreement in its entirety; + +3. They understand and agree to all terms and conditions contained herein; and + +4. Their electronic signature constitutes their free, voluntary, and binding act. + +Upon execution, this Agreement shall be automatically recorded and maintained within the electronic records system as the authoritative copy. Each signatory shall receive electronic confirmation of execution and access to the fully executed Agreement through the KNEL system. + +[ELECTRONIC SIGNATURE BLOCKS FOR EACH REQUIRED SIGNATORY] \ No newline at end of file diff --git a/content/charters.turnsys.com/support/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md b/content/charters.turnsys.com/support/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md new file mode 100644 index 0000000..ac7ba8d --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md @@ -0,0 +1,54 @@ +# 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. diff --git a/content/charters.turnsys.com/support/OperatingAgreements/OriginalThoughts-MergeLater.md b/content/charters.turnsys.com/support/OperatingAgreements/OriginalThoughts-MergeLater.md new file mode 100644 index 0000000..47cd53e --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/OriginalThoughts-MergeLater.md @@ -0,0 +1,33 @@ + + +### Main company agreement requirements + +- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level) +- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level) + + +## Series agreement (template) + +### Series agreement overview + +This is a far more complex document as it's establishing the operating agreement for actual operating entities of a variety of types of ventures. + +### Series agreement requirements + +- (in progress) ensure everything from the Lone Star Land Law.com website/ebook is included (as applicable at the main company level, most requirements will be at the series level) +- (in progress) merge in anything relevant from the v1.0 agreement (as applicable at the main company level, most of that content will be applied at the series level) + +- Specify that the series enters into a contract with Known Element Enterprises as the provider of IT and business operations services. +- Specify that the series enters into a contract with The Campus Trading Company LLC as the sole provider of treasury/transaction operations services. + +- for an individual series of a parent series LLC company that is member managed and board committee governed and serve as a detailed and comprehensive LLC operating agreement for each of the individual series of that overall LLC. +- Include a markdown table with five rows and two columns. The first column name will be Member Legal Name and the second column name will be Ownership Percentage. +- include a definitions section +- Include provisions for over riding every part of the relevant Texas business organizations code as allowed by law. +- Incorporate all the recommendations from LoneStarLandLaw book +- be fully compliant with current Texas law +- include standard/customary contract provisions + + +- Utilize the fairshares model +- granting of profit interests instead of capital interests diff --git a/content/charters.turnsys.com/support/OperatingAgreements/RWSCP-DraftOperatingAgreement.md b/content/charters.turnsys.com/support/OperatingAgreements/RWSCP-DraftOperatingAgreement.md new file mode 100644 index 0000000..fb7a180 --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/RWSCP-DraftOperatingAgreement.md @@ -0,0 +1,397 @@ +# OPERATING AGREEMENT OF REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC A TEXAS SERIES LIMITED LIABILITY COMPANY + +THIS OPERATING AGREEMENT (the "Agreement") of REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC, a Texas series limited liability company (the "Company"), is made and entered into effective as of [DATE], by and between the Company and WYBLE FAMILY OFFICE GROUP LLC - REDWOOD GP SERIES, a Texas series limited liability company (the "Member" or "General Partner"). + +## RECITALS + +WHEREAS, the Company has been organized as a series limited liability company under the Texas Business Organizations Code (the "TBOC"); + +WHEREAS, the Company is a protected series of Turnkey Network Systems LLC, a Texas series limited liability company (the "Parent LLC"); + +WHEREAS, the Company will operate under the trade name "Redwood Springs Capital Partners LLC"; + +WHEREAS, the Company is being formed to serve as a capital management company that will create, manage, and operate investment funds organized as series limited liability companies ("Fund Series") under the Company; + +WHEREAS, the Member desires to set forth the rights, obligations, and duties of the Member, the management and operation of the Company, and the creation and management of Fund Series; + +NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows: + +## ARTICLE I + +## ORGANIZATION + +### 1.1 Formation + +The Company has been formed as a series limited liability company under and pursuant to the provisions of the TBOC. The rights and liabilities of the Member shall be as provided under the TBOC, the Certificate of Formation, and this Agreement. + +### 1.2 Name + +The name of the Company is "Redwood Springs Capital Partners Group LLC". The Company may conduct business under the name "Redwood Springs Capital Partners LLC" or other names as determined by the Member from time to time. + +### 1.3 Registered Office; Registered Agent + +The Company's initial registered office and the name of its initial registered agent shall be as set forth in the Certificate of Formation. The Member may change the registered office and registered agent as it deems necessary from time to time. + +### 1.4 Principal Place of Business + +The principal place of business of the Company shall be at such place as the Member may designate from time to time. + +### 1.5 Purpose + +The Company is organized for the purpose of: +(a) Creating, managing, and operating Fund Series that will make investments in various business enterprises; +(b) Serving as a capital management company that will handle all capital raising and capitalization for other series of the Parent LLC; +(c) Engaging in any lawful business, purpose, or activity permitted under the TBOC; and +(d) Having and exercising all of the powers conferred by the TBOC. + +### 1.6 Term + +The term of the Company commenced on the date the Certificate of Formation was filed with the Texas Secretary of State and shall continue until the Company is dissolved in accordance with the provisions of this Agreement. + +### 1.7 Relationship to Parent LLC + +The Company is a protected series of the Parent LLC. As a "Cell Series," the Company shall maintain enhanced autonomy from the Parent LLC as set forth in this Agreement. + +## ARTICLE II + +## CAPITAL CONTRIBUTIONS + +### 2.1 Initial Capital Contributions + +The Member shall not be required to make any initial capital contribution to the Company. Any expenses associated with the formation, management, or administration of the Company shall be borne by the Member. + +### 2.2 Additional Capital Contributions + +The Member shall not be required to make any additional capital contributions to the Company. The Member may, in its sole discretion, make additional capital contributions to the Company as it deems necessary or appropriate. + +### 2.3 Capital Accounts + +A capital account shall be established and maintained for the Member in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder. + +### 2.4 No Interest on Capital Contributions + +The Member shall not be entitled to receive any interest on its capital contributions. + +### 2.5 No Withdrawal of Capital Contributions + +The Member shall not be entitled to withdraw any part of its capital contributions except as expressly provided in this Agreement. + +## ARTICLE III + +## MEMBERS AND MEMBERSHIP INTERESTS + +### 3.1 Initial Member + +The initial Member of the Company is Wyble Family Office Group LLC - Redwood GP Series. The Member shall also serve as the General Partner of the Company. + +### 3.2 Membership Interests + +The Member shall own one hundred percent (100%) of the membership interests of the Company, including one hundred percent (100%) of the profits, losses, and distributions of the Company. + +### 3.3 Limited Liability + +The Member shall not be liable for the debts, liabilities, or obligations of the Company beyond the amount of capital contributions made by the Member. + +### 3.4 Additional Members + +No additional members shall be admitted to the Company without the prior written consent of the Member. + +### 3.5 Meetings of Members + +As the Company has only one Member, no meetings of members are required. All actions requiring the vote or approval of members may be taken by written consent of the Member. + +## ARTICLE IV + +## MANAGEMENT AND CONTROL + +### 4.1 Management by Member + +The business and affairs of the Company shall be managed by the Member acting in its capacity as the General Partner. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business. + +### 4.2 Board of Directors + +The Company shall have a Board of Directors (the "Board") that shall provide oversight and strategic direction for the Company. The Board shall have such authority and responsibilities as delegated by the Member. [PLACEHOLDER: Board composition, appointment process, powers, and procedures will be inserted here.] + +### 4.3 Officers + +The Member may, from time to time, designate one or more individuals as officers of the Company. The officers shall serve at the pleasure of the Member and shall have such titles and duties as the Member may determine. + +### 4.4 Limitation of Liability + +To the fullest extent permitted by applicable law, the Member, the directors, and the officers of the Company shall not be liable to the Company for any loss, damage, or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement. + +### 4.5 Indemnification + +To the fullest extent permitted by applicable law, the Member, the directors, and the officers of the Company shall be entitled to indemnification from the Company for any loss, damage, or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement. + +## ARTICLE V + +## ALLOCATIONS AND DISTRIBUTIONS + +### 5.1 Allocations of Profits and Losses + +All profits and losses of the Company shall be allocated to the Member. + +### 5.2 Distributions + +Distributions shall be made to the Member at the times and in the amounts determined by the Member. All distributions shall be made to the Member. + +### 5.3 Tax Distributions + +The Company shall make distributions to the Member in amounts sufficient to satisfy the Member's tax obligations arising from the Company's operations. + +## ARTICLE VI + +## FUND SERIES + +### 6.1 Establishment of Fund Series + +The Company shall have the authority to establish one or more Fund Series without requiring approval from the Parent LLC. Each Fund Series shall be established by filing a Certificate of Formation for a Protected Series with the Texas Secretary of State and by adopting a series operating agreement. + +### 6.2 Purpose of Fund Series + +Each Fund Series shall be established for the purpose of raising capital from limited partners and making investments in accordance with the investment strategy established for such Fund Series. + +### 6.3 Management of Fund Series + +Each Fund Series may be member-managed or manager-managed, as determined by the Member at the time of establishing such Fund Series. The Company, acting through the Member, shall have the authority to manage and control the business and affairs of each Fund Series, subject to the terms of the applicable series operating agreement. + +### 6.4 Limited Partners + +Each Fund Series may admit limited partners in accordance with the terms of the applicable series operating agreement. The admission, withdrawal, or removal of limited partners shall not require approval from the Parent LLC. + +### 6.5 Capital Contributions to Fund Series + +The Company, acting as the general partner of each Fund Series, shall make capital contributions to such Fund Series as required by the applicable series operating agreement. Limited partners shall make capital contributions to the applicable Fund Series as set forth in the applicable series operating agreement or subscription agreement. + +### 6.6 Profits and Losses of Fund Series + +The profits and losses of each Fund Series shall be allocated between the Company (as general partner) and the limited partners in accordance with the applicable series operating agreement. Typically, this will include: + +(a) Management Fees: [PLACEHOLDER: Management fee structure to be determined for each Fund Series] + +(b) Carried Interest: [PLACEHOLDER: Carried interest structure to be determined for each Fund Series] + +(c) Hurdle Rate: [PLACEHOLDER: Hurdle rate to be determined for each Fund Series] + +(d) Distribution Waterfall: [PLACEHOLDER: Distribution waterfall to be determined for each Fund Series] + +### 6.7 Dissolution of Fund Series + +The Company shall have the authority to dissolve any Fund Series in accordance with the applicable series operating agreement without requiring approval from the Parent LLC. + +### 6.8 Relationship between Fund Series + +Each Fund Series shall maintain separate and distinct records, assets, liabilities, business operations, and purposes. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund Series shall be enforceable only against the assets of that Fund Series and not against the assets of the Company generally or any other Fund Series. + +## ARTICLE VII + +## BOOKS, RECORDS, AND ACCOUNTING + +### 7.1 Books and Records + +The Company shall maintain complete and accurate books and records of the Company's business and affairs as required by the TBOC. Such books and records shall be maintained at the Company's principal place of business. + +### 7.2 Fiscal Year + +The fiscal year of the Company shall be the calendar year. + +### 7.3 Bank Accounts + +The Member shall maintain one or more accounts in the name of the Company at such banks or other financial institutions as the Member shall determine. The Member shall determine who shall have the authority to make deposits to and withdrawals from such accounts. + +### 7.4 Tax Matters + +The Member shall serve as the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code. The Member shall have the authority to make all tax elections and decisions on behalf of the Company. + +### 7.5 Financial Reports + +The Company shall prepare and provide to the Member such financial reports as the Member may reasonably request. The Company shall provide financial reports to investors in each Fund Series in accordance with the applicable series operating agreement. + +## ARTICLE VIII + +## TRANSFERS OF INTERESTS + +### 8.1 Restriction on Transfers + +The Member shall not transfer all or any portion of its membership interest in the Company without the prior written consent of the Parent LLC, which consent shall not be unreasonably withheld, conditioned, or delayed. + +### 8.2 Permitted Transfers + +Notwithstanding Section 8.1, the Member may transfer all or any portion of its membership interest in the Company to any entity that is controlled by, controlling, or under common control with the Member without the consent of the Parent LLC. + +### 8.3 Transfers of Limited Partner Interests + +Limited partners in any Fund Series may transfer their limited partner interests only in accordance with the terms of the applicable series operating agreement. Typically, such transfers will be subject to: + +(a) Right of First Refusal: [PLACEHOLDER: Right of first refusal provisions to be determined for each Fund Series] + +(b) Approval Requirements: [PLACEHOLDER: Approval requirements to be determined for each Fund Series] + +(c) Transfer Restrictions: [PLACEHOLDER: Transfer restrictions to be determined for each Fund Series] + +### 8.4 Withdrawal or Removal of Limited Partners + +Limited partners may withdraw from or be removed from any Fund Series only in accordance with the terms of the applicable series operating agreement. Typically, such withdrawals or removals will be subject to: + +(a) Withdrawal Limitations: [PLACEHOLDER: Withdrawal limitations to be determined for each Fund Series] + +(b) Removal for Cause: [PLACEHOLDER: Removal for cause provisions to be determined for each Fund Series] + +(c) Buyout Provisions: [PLACEHOLDER: Buyout provisions to be determined for each Fund Series] + +## ARTICLE IX + +## CONFIDENTIALITY AND NON-DISCLOSURE + +### 9.1 Confidential Information + +The Member acknowledges that in connection with its membership in the Company, it will receive or have access to confidential and proprietary information of the Company, the Fund Series, and their respective portfolio companies, including, without limitation, financial information, investment strategies, investor lists, business plans, and other proprietary information ("Confidential Information"). The Member agrees to maintain the confidentiality of all Confidential Information and not to disclose such Confidential Information to any third party without the prior written consent of the Company. + +### 9.2 Exceptions + +The obligations set forth in Section 9.1 shall not apply to any Confidential Information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Member, (b) was known by the Member prior to its disclosure by the Company, (c) becomes known to the Member from a source other than the Company, provided that such source is not known by the Member to be bound by a confidentiality agreement with the Company, or (d) is required to be disclosed by law or legal process. + +### 9.3 Return of Confidential Information + +Upon the dissolution of the Company, the Member shall return or destroy all Confidential Information in its possession. + +## ARTICLE X + +## NON-COMPETITION AND NON-SOLICITATION + +### 10.1 Non-Competition + +During the term of the Company and for a period of one (1) year following the dissolution of the Company, the Member shall not, directly or indirectly, engage in any business that competes with the business of the Company or any Fund Series within the State of Texas. + +### 10.2 Non-Solicitation + +During the term of the Company and for a period of two (2) years following the dissolution of the Company, the Member shall not, directly or indirectly, solicit any investor, portfolio company, or service provider of the Company or any Fund Series for the purpose of providing services that are competitive with the services provided by the Company or any Fund Series. + +### 10.3 Acknowledgment + +The Member acknowledges that the restrictions contained in this Article X are reasonable and necessary to protect the legitimate interests of the Company and that any violation of such restrictions would result in irreparable harm to the Company. + +## ARTICLE XI + +## REPORTING REQUIREMENTS + +### 11.1 Reports to Member + +The Company shall provide to the Member the following reports: + +(a) Annual financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within ninety (90) days after the end of each fiscal year; + +(b) Quarterly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within forty-five (45) days after the end of each fiscal quarter; + +(c) Monthly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within thirty (30) days after the end of each fiscal month; and + +(d) Such other reports as the Member may reasonably request from time to time. + +### 11.2 Reports to Limited Partners + +The Company shall provide to the limited partners of each Fund Series such reports as are required by the applicable series operating agreement. Typically, such reports will include: + +(a) Annual audited financial statements of the Fund Series; + +(b) Quarterly unaudited financial statements of the Fund Series; + +(c) Annual tax information, including Schedule K-1s; and + +(d) Quarterly investment reports, including summaries of portfolio companies, investment performance, and significant events. + +## ARTICLE XII + +## DISPUTE RESOLUTION + +### 12.1 Negotiation + +In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof, the parties shall attempt in good faith to resolve such dispute, controversy, or claim by negotiation between representatives of each party with authority to settle the dispute. + +### 12.2 Mediation + +If the dispute, controversy, or claim is not resolved by negotiation within thirty (30) days after a party has requested such negotiation, then the parties shall attempt in good faith to resolve the dispute through non-binding mediation conducted in [COUNTY], Texas, in accordance with the mediation rules of the American Arbitration Association. + +### 12.3 Arbitration + +If the dispute, controversy, or claim is not resolved by mediation within sixty (60) days after the appointment of a mediator, then the dispute, controversy, or claim shall be settled by binding arbitration conducted in [COUNTY], Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a panel of three (3) arbitrators, one selected by each party and the third selected by the two party-appointed arbitrators. The arbitrators shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including specific performance of any obligation under this Agreement. The award of the arbitrators shall be final and binding on the parties, and judgment upon the award may be entered in any court having jurisdiction thereof. + +### 12.4 Costs and Attorneys' Fees + +Each party shall bear its own costs and attorneys' fees in connection with any negotiation, mediation, or arbitration pursuant to this Article XII; provided, however, that the arbitrators may award costs and attorneys' fees to the prevailing party in any arbitration. + +## ARTICLE XIII + +## DISSOLUTION AND WINDING UP + +### 13.1 Dissolution + +The Company shall be dissolved upon the occurrence of any of the following events: + +(a) The written consent of the Member; + +(b) The sale or other disposition of all or substantially all of the Company's assets; or + +(c) The entry of a decree of judicial dissolution under the TBOC. + +### 13.2 Winding Up + +Upon dissolution of the Company, the Member shall wind up the Company's affairs in accordance with the TBOC. The Member shall have the authority to liquidate the Company's assets, pay the Company's liabilities, and distribute the remaining assets to the Member. + +### 13.3 Continuation of Existence + +Notwithstanding the dissolution of the Company, the Company shall continue to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it, and enabling it to collect and discharge obligations, dispose of and convey its property, and collect and divide its assets. + +### 13.4 Reporting Requirements + +The Company shall satisfy its reporting requirements with the State of Texas upon dissolution. + +## ARTICLE XIV + +## MISCELLANEOUS + +### 14.1 Amendments + +This Agreement may be amended only by a written instrument executed by the Member. + +### 14.2 Governing Law + +This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law. + +### 14.3 Severability + +If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. + +### 14.4 Entire Agreement + +This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter. + +### 14.5 Binding Effect + +This Agreement shall be binding upon and inure to the benefit of the Member and its successors and assigns. + +### 14.6 No Third-Party Beneficiaries + +Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Member any rights or remedies under or by reason of this Agreement. + +### 14.7 Counterparts + +This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above. + +MEMBER: + +WYBLE FAMILY OFFICE GROUP LLC - REDWOOD GP SERIES + +By: ________________________________ + Name: + Title: + +COMPANY: + +REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC + +By: ________________________________ + Name: + Title: diff --git a/content/charters.turnsys.com/support/OperatingAgreements/RequirementsAndInstructions.md b/content/charters.turnsys.com/support/OperatingAgreements/RequirementsAndInstructions.md new file mode 100644 index 0000000..97af551 --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/RequirementsAndInstructions.md @@ -0,0 +1,112 @@ + +You are the senior partner of a large legal / accounting / consulting firm and have assembled a team with deep expertise in all of the following roles and functional areas: + + ⁃ Chief Financial Officer + +- Chief Investment Officer + ⁃ Chief Operations Officer + ⁃ Chief Compliance Officer + ⁃ Chief Information Technology Officer + ⁃ Chief Information Security Officer + ⁃ Chief Security Officer +- Chief Risk Officer + ⁃ Chief Legal Officer + ⁃ board member + ⁃ penetration tester +- Certified Public Accountant +- Insurance broker + ⁃ financial planner + ⁃ succession planner + ⁃ personal estate planner + ⁃ Contract lawyer + ⁃ Corporate litigation lawyer + ⁃ private investigator + ⁃ Patent lawyer + ⁃ Intellectual property lawyer + ⁃ Tax lawyer + ⁃ finance +- investment management as a corporate hedge fund +- accounting +- corporate tax law +- contract law +- corporate law +- Asset protection +- profit interests and the tax treatment and advantages thereof (in particular relating to 83b elections) + ⁃ risk management + ⁃ governance + ⁃ fundraising + ⁃ formation + ⁃ structure + ⁃ Organizational design + ⁃ Limited partnership agreements + ⁃ Venture fund subscription agreements + ⁃ Venture capital firm formation and operation +- Hedge fund firm formation and operation + ⁃ Cooperative organizations + ⁃ Affiliated 501c3, 501c4, (super) PAC + ⁃ personnel selection + ⁃ Investment offerings + ⁃ capital raising + ⁃ Succession planning + ⁃ Cyber security + ⁃ Technology operations + ⁃ Treasury and trading operations + ⁃ Capital management + ⁃ Corporate venture capital + +Your firm has been jointly engaged and retained by: + + ⁃ the family office LLC: Wyble Family Office Group (series) LLC + +- the internal corporate IT and business systems and services company: Known Element Enterprises (series) LLC +- the internal corporate hedge fund: The Campus Trading Company (series) LLC +- the internal corporate support and benefit services management LLC: Redwood Family Office Group (series) LLC + ⁃ the internal corporate capital raising LLC: Redwood Springs Capital Partners Group LLC + ⁃ The limited partners of Redwood Springs Capital Partners Group (series) LLC + ⁃ the overall parent company LLC: Turnkey Network Systems LLC + ⁃ The prospective members of the operational lines of business series of Turnkey Network Systems LLC + + ⁃ We accept the operating agreement draft in principle but want it to be as comprehensive as possible (you drafted it for us over the last two weeks and worked with us and our respective advisors and experts to tweak language and capture intent etc). + +Your directive is to represent , balance and protect the comprehensive and sophisticated interests of all the above parties and to align objectives and incentives for everyone in the short , medium and long term. + +Here are your detailed instructions: + + ⁃ Provide in depth feedback, advice and counsel in all of the above categories as it relates to the operating agreement and any associated documents that will need to be drafted. + ⁃ Review the document slowly and carefully. Make sure you take your time. We want accuracy over speed. Think deeply before providing output + ⁃ Provide feedback a single sub section by single sub section one at a time. Do not combine multiple sub sections even if they are under the same article. This is very important. + ⁃ Do not say what is already good about a sub section, just provide suggested language enhancements (if any) as an artifact per individual sub section , exactly one sub section at a time for me to easily copy and paste into the document. + ⁃ Please be succinct. Only tell me if any actual edits have been made and prompt me to continue. Otherwise automatically move on to the next section. + ⁃ It is ok to not have any feedback on a sub section . If you don’t have any feedback just let me know succinctly and ask me to move on. Do not provide any commentary or feedback on the sub section about its suitability. Just say no changes are needed and ask to move on. + ⁃ Ensure all cross references are correct. + ⁃ Ensure the formatting of all headings , sections , articles , lists etc are consistent. This is a key legal document. Ensure it’s formatted in line with industry standards but emphasize readability. + ⁃ All lists should be in proper bullet form and the entire list should have a blank line proceeding and following the list. No blank space between list items. + ⁃ Don’t be shy with using white space. Readability of this document is paramount. Liberally use bulleted lists , paragraphs, white space etc. + ⁃ If I respond Y to your prompt to move on, if means I’m saying yes. + +Here are the key requirements for the operating agreement : + +- serve as a detailed and comprehensive parent LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC +- include a comprehensive definitions section +- include standard boilerplate contract provisions. +- be fully compliant with current Texas law +- Include provisions for over riding every part of the relevant Texas business organizations code to the maximum extent as allowed by law. +- State clearly that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship are hereby null and void. +- specify that the overall LLC will not have any members except for the Wyble Family Office Group (Cell) (series) LLC - TSYSLLCMemberCo + +- Allow each series broad latitude to set its own operating agreement parameters but they can’t override anything that is set for the entire LLC in the overall operating agreement. +- allow for the establishment of regular operational series LLC +- allow for the establishment of a subsidary Cell LLC that can contain subsidary series LLC entities governed by/within the Cell +- allowing for the establishment of tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series that can only own physical and intellectual property assets and have no operational capability other than entering into a usage agreement with an operating series but are forbidden from entering into an agreement with the company itself or any outside entity +- specifying oversight is via multiple Board committees instead of the entire Board +- specify that all of the LLC series will be default member managed , with the board providing governance , not management. +- The Board and its sub committees will be governed by charters that are separate from the operating agreement, and can be updated independently of the operating agreement and referenced and deferred to from the operating agreement but updates must be approved by series members +- the LLC as a whole will be part of an overall organization called TSYS Group. TSYS Group will have a board with sub committees. The LLC will be governed by a sub committee of independent directors elected by the members of all the series LLC. +- Disallow the creation of capital accounts or the grant of capital interests. +- Only allow profits interests to be granted. +- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Prepare a Schedule A with a comprehensive list of services and reference for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process. +- Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Prepare a Schedule B with a comprehensive list of services and reference for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process . +- Allow series to directly receive capital from non dilutive sources such as SBIR, economic development funds (grants). +- Specify that all series created under the LLC must use Redwood Springs Capital Partners LLC for any external equity capital raising. +- Allow series to directly raise capital from members in exchange for equity. +- Allow series to take loans from members , but the loan must come through a Redwood Springs Capital Partners fund. diff --git a/content/charters.turnsys.com/support/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md b/content/charters.turnsys.com/support/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md new file mode 100644 index 0000000..994f8a7 --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md @@ -0,0 +1,508 @@ +# OPERATING AGREEMENT FOR TURNKEY NETWORK SYSTEMS LLC - [SERIES NAME] + +## A SERIES OF TURNKEY NETWORK SYSTEMS LLC + +*This Operating Agreement is made and entered into as of [DATE], by and among the Members of [SERIES NAME], a series of Turnkey Network Systems LLC, a Texas Series Limited Liability Company.* + +## IMPORTANT NOTICES AND DISCLAIMERS + +**SECURITIES LAW DISCLAIMER:** THE PROFITS INTERESTS DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE PROFITS INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED UNLESS (A) REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE SERIES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE SERIES THAT SUCH REGISTRATION IS NOT REQUIRED. + +**LEGAL, TAX, AND FINANCIAL ADVICE DISCLAIMER:** THIS OPERATING AGREEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE. THIS AGREEMENT MAY HAVE SIGNIFICANT LEGAL, TAX, FINANCIAL, AND SECURITIES LAW CONSEQUENCES. EACH PROSPECTIVE MEMBER IS ADVISED TO CONSULT WITH THEIR OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT, AND OTHER ADVISORS WITH RESPECT TO THE NEGOTIATION, PREPARATION, AND EXECUTION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY SHOULD CONSTRUE THE CONTENTS OF THIS AGREEMENT, OR ANY OTHER COMMUNICATIONS OR DOCUMENTS, AS LEGAL, TAX, OR INVESTMENT ADVICE. + +## ARTICLE I: FORMATION + +### 1.1 Formation + +Turnkey Network Systems LLC (the "Parent LLC") is a series limited liability company organized under the Texas Business Organizations Code, Chapter 101 (the "Code"). This Operating Agreement governs [SERIES NAME] (the "Series"), which is a separate series of the Parent LLC established pursuant to the Certificate of Formation of the Parent LLC and the Parent LLC Operating Agreement. + +### 1.2 Name and D/B/A + +The legal name of the Series shall be "[SERIES NAME]," a series of Turnkey Network Systems LLC. The Series shall conduct business under a trade name by filing an assumed name certificate (D/B/A) with appropriate governmental authorities. The business accounts of the Series shall be opened and maintained using the D/B/A name. + +### 1.3 Series Independence and Limitation of Liability + +The Series: + +(a) Is established in accordance with the provisions of the Texas Business Organizations Code and the Parent LLC Operating Agreement as a separate and distinct series of the Parent LLC. + +(b) Shall have separate rights, powers, or duties with respect to specified property or obligations of the Parent LLC or profits and losses associated with specified property or obligations. + +(c) Shall have a separate business purpose or investment objective. + +(d) Shall maintain records and accounts separate and apart from any other series of the Parent LLC. + +(e) Shall maintain its own bank accounts, contracts, and business relationships separate from the Parent LLC and any other series. + +(f) Shall clearly identify all assets and property owned by the Series as belonging to the Series and not to the Parent LLC or any other series. + +(g) Shall conduct all business and execute all contracts in the name of the Series with clear identification of its series status. + +To the fullest extent permitted by law, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Series shall be enforceable against the assets of the Series only, and not against the assets of the Parent LLC generally or any other series thereof. + +### 1.4 Principal Place of Business + +The principal place of business of the Series shall be [ADDRESS] or such other place as the Members may designate from time to time. + +### 1.5 Term + +The term of the Series shall commence on the filing of the required notices with the Texas Secretary of State and shall continue until terminated in accordance with this Operating Agreement or the Parent LLC Operating Agreement. + +### 1.6 Registered Office and Registered Agent + +The registered office and registered agent of the Series shall be the same as those designated for the Parent LLC in its Certificate of Formation, as may be changed from time to time. + +### 1.7 Purpose + +The purpose of the Series shall be to engage in [PURPOSE DESCRIPTION] and any other lawful activity for which a series limited liability company may be organized under Texas law. + +## ARTICLE II: MEMBERSHIP AND CAPITAL STRUCTURE + +### 2.1 Initial Members + +The initial members of the Series (the "Members") and their respective Profits Interests are set forth in Exhibit A attached hereto. + +### 2.2 FairShares Model + +The Series adopts the FairShares model for its governance and distribution structure. In accordance with this model, there shall be the following classes of Members, with specific roles, rights, and responsibilities as outlined in this Agreement: + +(a) **Founder Members**: Founder Members are those individuals or entities who participated in the establishment of the Series business and provided intellectual property, business concepts, strategic direction, or organizational development. Their rights and responsibilities include: + 1. Right to receive Profits Interest distributions in proportion to their ownership percentage + 2. Voting rights on all Series matters in accordance with Section 3.3 + 3. Right to participate in major strategic decisions about the Series' business direction + 4. Responsibility to safeguard and further develop the Series' intellectual property and core business concepts + 5. Responsibility to act as ambassadors for the Series' business mission and values + 6. Right to nominate candidates for any officer positions established under Section 3.6 + +(b) **Labor Members**: Labor Members are those individuals who contribute their time, skills, and expertise to the operations of the Series on a regular basis. Their rights and responsibilities include: + 1. Right to receive Profits Interest distributions in proportion to their ownership percentage + 2. Voting rights on all Series matters in accordance with Section 3.3 + 3. Right to participate in decisions affecting labor policies, working conditions, and operational processes + 4. Responsibility to contribute agreed-upon skills, time, and expertise to Series operations + 5. Responsibility to maintain transparency in labor practices and report on outcomes of their work + 6. Right to propose operational improvements and efficiency measures + 7. Right to provide input on fair compensation structures within the Series + +(c) **User Members**: User Members are those individuals or entities who are significant users, customers, or beneficiaries of the Series' products or services. Their rights and responsibilities include: + 1. Right to receive Profits Interest distributions in proportion to their ownership percentage + 2. Voting rights on all Series matters in accordance with Section 3.3 + 3. Right to participate in decisions affecting product development, service delivery, and user experience + 4. Responsibility to provide regular feedback on products or services + 5. Responsibility to represent the broader user community's interests in Series decisions + 6. Right to propose improvements to products or services based on user experience + 7. Right to participate in user testing of new products or services before general release + +(d) **Investor Members**: Investor Members are those individuals or entities who have provided financial resources to the Series but do not contribute labor or use the Series' products or services at a significant level. Their rights and responsibilities include: + 1. Right to receive Profits Interest distributions in proportion to their ownership percentage + 2. Voting rights on all Series matters in accordance with Section 3.3 + 3. Right to participate in decisions affecting significant financial commitments, capital expenditures, and major contracts + 4. Right to receive regular financial reports and projections + 5. Responsibility to bring financial expertise and perspective to Series decision-making + 6. Right to propose financial strategies, fundraising opportunities, and capital allocation approaches + 7. Responsibility to support the Series' financial sustainability while respecting its social and ethical objectives + +### 2.3 Profits Interests + +(a) **Issuance**: The Series shall issue only Profits Interests to its Members. No Capital Interests or Capital Accounts shall be created or maintained for Members of the Series. + +(b) **Definition**: "Profits Interests" shall mean a Membership Interest that entitles the holder to share only in the future profits and appreciation in value of the Series from and after the date of issuance, without any initial capital contribution or value. Profits Interests shall not entitle the holder to any guaranteed payments or priority distributions. + +(c) **Percentage Allocation**: Each Member's Profits Interest percentage is set forth in Exhibit A and represents that Member's right to share in distributions of profits from the Series as described in Article IV of this Agreement. + +(d) **Adjustment**: The Profits Interest percentages may be adjusted from time to time as provided in this Agreement, with any such adjustments being documented in an updated Exhibit A signed by all Members. + +(e) **Section 83(b) Election**: + +1. Each Member receiving a Profits Interest acknowledges that the issuance of the Profits Interest may be subject to taxation under Section 83 of the Internal Revenue Code. The Series intends that such Profits Interest be treated as a "profits interest" within the meaning of Revenue Procedures 93-27 and 2001-43 (or any applicable successor guidance). + +2. To the extent that a Profits Interest constitutes property transferred in connection with the performance of services under Section 83 of the Code, the Series and each Member receiving a Profits Interest agree to treat such interest as a "profits interest" within the meaning of the aforementioned Revenue Procedures. + +3. Each Member receiving a Profits Interest is advised to consult with their own tax advisor regarding the advisability of making an election under Section 83(b) of the Code with respect to such Profits Interest. The Series recommends that each Member make a timely 83(b) election. + +4. Each Member receiving a Profits Interest shall notify the Series of their decision regarding the Section 83(b) election and shall provide the Series with a copy of any election filed. + +5. A template Section 83(b) election form is attached as Exhibit C to this Agreement. The Series makes no representation or warranty regarding the validity or effectiveness of such template, and each Member is advised to consult with their own tax advisor before using such template. + +### 2.4 No Requirement for Capital Contributions + +(a) No Member shall be required to make a capital contribution to the Series. + +(b) Any voluntary capital contributions shall be treated as loans to the Series and documented as such by the Series, unless otherwise unanimously agreed by the Members. + +### 2.5 Additional Members + +Subject to the provisions of the Parent LLC Operating Agreement and this Agreement, additional Members may be admitted to the Series upon such terms and conditions as the existing Members unanimously approve. + +### 2.6 No Withdrawal of Capital + +No Member shall have the right to withdraw any capital from the Series or to receive any distribution except as specifically provided in this Agreement. + +## ARTICLE III: MANAGEMENT AND OPERATIONS + +### 3.1 Member-Managed Structure + +The Series shall be member-managed in accordance with this Agreement and subject to the oversight and governance provided by the Board of Directors of the Parent LLC as set forth in the Parent LLC Operating Agreement. + +### 3.2 Authority and Powers of Members + +(a) The Members shall have the authority to manage the business and affairs of the Series and to make all decisions with respect thereto, subject to the limitations set forth in the Parent LLC Operating Agreement regarding board approval for major decisions. + +(b) Each Member shall devote such time to the business and affairs of the Series as may be necessary to carry out the Member's duties hereunder. + +(c) Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum percentage of Profits Interests that would be necessary to authorize or take such action at a meeting. + +### 3.3 Voting Rights + +(a) **One Member, One Vote**: Each Member shall be entitled to one vote on all Series matters requiring a vote, regardless of the size of their Profits Interest percentage. This democratic principle of "one member, one vote" shall apply across all membership classes. + +(b) **Majority Voting**: Except as otherwise provided in this Agreement or required by the Code, all decisions, approvals, and actions affecting the Series shall require the approval of a majority of the total number of Members. + +(c) **Supermajority Matters**: The following actions shall require the approval of at least [SUPERMAJORITY PERCENTAGE]% of the total number of Members: + 1. Sale, lease, exchange, or other disposition of all or substantially all of the Series' assets + 2. Merger, conversion, or consolidation of the Series + 3. Amendment of this Operating Agreement + 4. Admission of new Members + 5. Dissolution of the Series + +(d) **Unanimous Vote Matters**: The following actions shall require the unanimous approval of all Members: + 1. Actions that would subject any Member to personal liability + 2. Any act in contravention of this Agreement + +(e) **Loss of Voting Rights**: Voting rights attached to a Profits Interest shall be lost upon transfer of such Profits Interest upon death or court order, but the transferee shall still maintain the right to distributions associated with such Profits Interest. + +### 3.4 Relationship with the Parent LLC Board + +(a) The Series shall comply with all governance requirements set forth in the Parent LLC Operating Agreement, including but not limited to: + 1. Submission of matters requiring board approval + 2. Reporting requirements + 3. Compliance with approved annual business plans and budgets + +(b) The Series acknowledges and agrees to be bound by all decisions of the Board of Directors of the Parent LLC made in accordance with the Parent LLC Operating Agreement. + +(c) The Series shall prepare and submit an annual business plan and budget to the Board of Directors of the Parent LLC for approval in accordance with the requirements and timeframes established in the Parent LLC Operating Agreement. + +### 3.5 Meetings of Members + +(a) Regular meetings of the Members shall be held at least quarterly at such time and place as the Members may determine. + +(b) Special meetings of the Members may be called by any Member for any purpose or purposes, upon not less than 10 nor more than 60 days' notice to all other Members. + +(c) Members may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting. + +(d) A quorum for the transaction of business at any meeting of the Members shall consist of Members representing a majority of the Profits Interests. + +### 3.6 Officers + +(a) The Members may designate individuals (who need not be Members) to serve as officers of the Series with such titles and duties as the Members may determine. + +(b) Any officer may be removed, with or without cause, by the Members. + +### 3.7 Services from Other Series + +(a) In accordance with the Parent LLC Operating Agreement, the Series agrees to utilize the services and resources of other series of the Parent LLC as required under the Parent LLC Operating Agreement. + +(b) The Series shall enter into appropriate service agreements with such other series in accordance with the terms and conditions set forth in the Parent LLC Operating Agreement. + +## ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS + +### 4.1 Profits and Losses + +The profits and losses of the Series shall be allocated among the Members in proportion to their respective Profits Interest percentages as set forth in Exhibit A. + +### 4.2 Distributions + +(a) **Distribution Decisions**: Distributions of available cash flow shall be made at the discretion of the Members, taking into consideration the working capital needs of the Series, the annual business plan and budget approved by the Board of Directors of the Parent LLC, and any applicable legal restrictions. + +(b) **Frequency**: The Members may declare distributions at any time, provided that the Series meets its obligations and maintains adequate reserves. + +(c) **Proportions**: All distributions shall be made to the Members in proportion to their respective Profits Interest percentages as set forth in Exhibit A. + +(d) **Tax Distributions**: To the extent permitted by available cash flow and applicable law, the Series shall make distributions to Members in amounts sufficient to pay the tax liabilities attributable to their respective shares of the Series' taxable income. + +(e) **Limitations**: No distribution shall be declared or made if, after giving effect to the distribution, the Series would not be able to pay its debts as they become due in the usual course of business or the Series' total assets would be less than the sum of its total liabilities. + +### 4.3 Withholding + +The Series is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state, local, or foreign government any amounts required to be so withheld pursuant to the Code or provisions of applicable state, local, or foreign law. All amounts withheld pursuant to this Section 4.3 with respect to any distribution or allocation to a Member shall be treated as amounts distributed to such Member for all purposes of this Agreement. + +## ARTICLE V: TRANSFER RESTRICTIONS AND EXIT PROVISIONS + +### 5.1 Restriction on Transfers + +(a) Except as expressly permitted by this Agreement, no Member shall sell, assign, transfer, pledge, hypothecate, or otherwise dispose of all or any part of their Profits Interest in the Series without the prior written consent of all other Members. + +(b) Any attempted transfer in violation of this Section shall be null and void ab initio. + +### 5.2 Permitted Transfers + +(a) A Member may transfer their Profits Interest, in whole or in part: + 1. Upon death, pursuant to the terms of a will or under the laws of intestate succession + 2. Pursuant to a court order, including in connection with divorce proceedings or bankruptcy + +(b) Any transferee under a Permitted Transfer shall: + 1. Receive only the economic rights associated with the Profits Interest + 2. Not acquire any voting or management rights, which shall terminate upon transfer + 3. Not become a substitute Member unless admitted as such in accordance with Section 5.3 + +### 5.3 Admission of Substitute Members + +No transferee of a Member's Profits Interest shall be admitted as a substitute Member with voting rights without: + +(a) The written consent of all existing Members + +(b) The transferee agreeing in writing to be bound by the terms of this Agreement and the Parent LLC Operating Agreement + +(c) Payment of any reasonable expenses in connection with the admission + +### 5.4 Right of First Refusal + +(a) If a Member receives a bona fide offer from a third party to purchase all or any portion of their Profits Interest and desires to accept such offer, the Member (the "Selling Member") shall first offer to sell such interest to the other Members pursuant to this Section. + +(b) The Selling Member shall deliver a written notice to the Series and the other Members, specifying the price and terms of the proposed transfer. + +(c) The other Members shall have 30 days from receipt of such notice to elect to purchase all (but not less than all) of the offered interest at the same price and on the same terms as specified in the notice, in proportion to their respective Profits Interest percentages or in such other proportions as they may agree. + +(d) If the other Members do not elect to purchase the entire offered interest, the Selling Member may sell such interest to the third party on terms no more favorable than those offered to the other Members, provided that such sale is consummated within 90 days after the expiration of the other Members' right to purchase. + +### 5.5 Buy-Sell Provisions + +(a) **Triggering Events**: Any Member (the "Initiating Member") may at any time deliver a written notice (the "Buy-Sell Notice") to any other Member (the "Responding Member") offering either: + 1. To purchase all of the Responding Member's Profits Interest in the Series, or + 2. To sell all of the Initiating Member's Profits Interest in the Series to the Responding Member + +(b) **Valuation**: The Buy-Sell Notice shall include the Initiating Member's determination of the value of 100% of the Series and the resulting price for the relevant Profits Interest based on the percentage interest being purchased or sold. + +(c) **Response**: The Responding Member shall have 30 days after receipt of the Buy-Sell Notice to notify the Initiating Member in writing whether the Responding Member elects: + 1. To sell their Profits Interest to the Initiating Member, or + 2. To purchase the Initiating Member's Profits Interest at the price determined in accordance with subsection (b) + +(d) **Closing**: The closing of any purchase and sale pursuant to this Section shall take place within 60 days after the Responding Member's election. + +### 5.6 Drag-Along Rights + +(a) If Members holding at least 75% of the Profits Interests (the "Selling Group") approve a sale of all or substantially all of the assets of the Series or a sale of all the Profits Interests in the Series to a third party, all other Members shall be required to join in such sale on the same terms and conditions as the Selling Group. + +(b) Each Member shall take all necessary or desirable actions in connection with the consummation of such sale as reasonably requested by the Selling Group. + +### 5.7 Tag-Along Rights + +(a) If one or more Members (the "Transferring Members") propose to transfer Profits Interests representing more than 50% of all Profits Interests to a third party, each other Member shall have the right to participate in such transfer on a pro rata basis and on the same terms and conditions. + +(b) The Transferring Members shall give written notice to all other Members at least 30 days prior to the proposed transfer, and each other Member may elect to participate by giving written notice to the Transferring Members within 15 days thereafter. + +## ARTICLE VI: RECORDS, ACCOUNTING, AND REPORTS + +### 6.1 Books and Records + +(a) The Series shall maintain separate books and records from the Parent LLC and any other series, which shall include: + 1. A current list of the full name and last known business or residence address of each Member, together with their Profits Interest percentage + 2. A copy of the Certificate of Formation of the Parent LLC and all amendments thereto + 3. Copies of the Series' federal, state, and local income tax returns and financial statements for the six most recent fiscal years + 4. A copy of the Parent LLC Operating Agreement and this Operating Agreement and all amendments thereto + 5. The Series' books and records for at least the current and past three fiscal years + +(b) All books and records shall be maintained in accordance with generally accepted accounting principles, consistently applied. + +(c) The books and records shall be maintained at the principal office of the Series or at such other place as the Members may designate. + +### 6.2 Bank Accounts + +(a) All funds of the Series shall be deposited in a separate bank account or accounts in the name of the Series' D/B/A as determined by the Members. + +(b) All withdrawals from such accounts shall be made upon checks or withdrawal slips signed by such person or persons as the Members may designate. + +### 6.3 Fiscal Year + +The fiscal year of the Series shall be the calendar year or such other period as the Members may determine. + +### 6.4 Financial Reports + +(a) Within 60 days after the end of each fiscal year, the Series shall cause to be prepared and distributed to each Member: + 1. A balance sheet of the Series as of the end of such fiscal year + 2. A statement of income or loss of the Series for such fiscal year + 3. A statement of cash flows of the Series for such fiscal year + 4. A statement of each Member's share of profits and losses for income tax reporting purposes + +(b) The Series shall provide quarterly financial statements to the Members within 30 days after the end of each quarter. + +### 6.5 Tax Matters + +(a) The Series shall be treated as part of the Parent LLC for federal and state income tax purposes, in accordance with Treasury Regulations Section 301.7701-1(a)(2). + +(b) The Members shall designate a "Tax Matters Member" who shall have the authority to represent the Series in all tax matters. + +(c) The Tax Matters Member shall cause all tax returns of the Series to be prepared and filed on a timely basis. + +(d) The Series shall provide each Member with all information necessary for the preparation of their federal and state income tax returns within 60 days after the end of each fiscal year. + +## ARTICLE VII: INDEMNIFICATION AND INSURANCE + +### 7.1 Indemnification + +(a) To the fullest extent permitted by law, the Series shall indemnify, defend, and hold harmless each Member and officer from and against any loss, expense, damage, or injury suffered or sustained by them by reason of any acts, omissions, or alleged acts or omissions in their capacity as a Member or officer of the Series, including but not limited to any judgment, award, settlement, reasonable attorneys' fees, and other costs or expenses. + +(b) Notwithstanding the foregoing, no Member or officer shall be indemnified for any loss, expense, damage, or injury arising from: + 1. Acts or omissions not in good faith or involving intentional misconduct or knowing violation of law + 2. Transactions from which the Member derived an improper personal benefit + 3. Breach of this Agreement or the Parent LLC Operating Agreement + +### 7.2 Insurance + +The Series may purchase and maintain insurance on behalf of any person who is or was a Member or officer of the Series against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such. + +## ARTICLE VIII: DISSOLUTION AND WINDING UP + +### 8.1 Dissolution + +The Series shall dissolve and its affairs shall be wound up upon the first to occur of the following: + +(a) The unanimous written consent of all Members + +(b) The entry of a decree of judicial dissolution under the Code + +(c) The termination or dissolution of the Parent LLC, except as otherwise provided in the Parent LLC Operating Agreement + +(d) The occurrence of any event that makes it unlawful for the business of the Series to be carried on + +### 8.2 Winding Up + +(a) Upon dissolution, the Series shall cease to carry on its business, except insofar as may be necessary for the winding up of its business. + +(b) The Members shall wind up the affairs of the Series and shall give written notice of the commencement of winding up by mail to all known creditors and claimants against the Series. + +### 8.3 Distribution of Assets + +Upon the winding up of the Series, the assets shall be distributed in the following order: + +(a) To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Series other than liabilities for distributions to Members + +(b) To the Members in proportion to their respective Profits Interest percentages + +## ARTICLE IX: MISCELLANEOUS PROVISIONS + +### 9.1 Disclaimer of Legal, Tax, and Financial Advice + +THIS OPERATING AGREEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT MAY HAVE SIGNIFICANT LEGAL, TAX, FINANCIAL, AND SECURITIES LAW CONSEQUENCES. EACH PARTY ACKNOWLEDGES THAT IT HAS CONSULTED WITH ITS OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT, AND OTHER ADVISORS WITH RESPECT TO THE NEGOTIATION, PREPARATION, AND EXECUTION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY SHALL CONSTRUE THE CONTENTS OF THIS AGREEMENT, OR ANY OTHER COMMUNICATIONS OR DOCUMENTS, AS LEGAL, TAX, OR INVESTMENT ADVICE, AND EACH PARTY REPRESENTS THAT IT HAS CONSULTED WITH ITS OWN INDEPENDENT ADVISORS AS TO ALL LEGAL, TAX, FINANCIAL, SECURITIES LAW, AND INVESTMENT CONSEQUENCES OF THIS AGREEMENT. + +### 9.2 Securities Law Matters + +(a) THE PROFITS INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE PROFITS INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED UNLESS (A) REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE SERIES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE SERIES THAT SUCH REGISTRATION IS NOT REQUIRED. + +(b) EACH MEMBER ACKNOWLEDGES THAT THE PROFITS INTERESTS WERE ACQUIRED FOR INVESTMENT PURPOSES ONLY, FOR SUCH MEMBER'S OWN ACCOUNT, AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION. EACH MEMBER UNDERSTANDS THAT THE PROFITS INTERESTS ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER FEDERAL AND STATE SECURITIES LAWS AND UNDER THIS AGREEMENT. + +(c) Each Member represents and warrants that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act or has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Series. + +### 9.3 Spousal, Domestic Partner, and Significant Other Consent + +(a) Each Member who has a spouse, domestic partner, or significant other at the time of becoming a Member shall cause such person to execute a Consent of Spouse, Domestic Partner, or Significant Other in the form attached hereto as Exhibit B. + +(b) If any Member should marry, enter into a domestic partnership, or establish a significant relationship with an individual with community property or similar rights following such Member's acquisition of a Profits Interest, such Member shall cause his or her spouse, domestic partner, or significant other to execute and deliver to the Series a Consent of Spouse, Domestic Partner, or Significant Other within thirty (30) days thereof. + +(c) Any Profits Interest subject to community property laws shall remain the sole and separate property of the Member and shall not be community property regardless of residence. If a court of competent jurisdiction determines that all or a portion of a Member's Profits Interest constitutes community property or is otherwise subject to the community property laws of any state, the Member's spouse or partner hereby: (i) consents to the Member's execution of this Agreement and the transactions contemplated hereby; (ii) agrees to be bound by this Agreement in place of the Member if the spouse or partner is deemed to be a substituted Member with respect to any portion of the Member's Profits Interest; and (iii) acknowledges that the spouse or partner does not have any right to: (A) act for or on behalf of the Series; (B) transfer or encumber any portion of the Member's Profits Interest; or (C) engage in any other action that would impact the Series or other Members. + +### 9.4 Force Majeure + +No party shall be liable for any failure or delay in performance of its obligations under this Agreement (other than obligations to pay money) to the extent such failure or delay is due to causes beyond the reasonable control of such party, including but not limited to acts of God, acts of the public enemy, fires, floods, earthquakes, riots, wars, civil disturbances, epidemics, pandemics, quarantine restrictions, freight embargoes, or unusually severe weather. The affected party shall notify the other parties as soon as reasonably possible of the force majeure condition and shall use reasonable efforts to correct such condition and resume performance. + +### 9.5 Waiver + +The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision. No waiver shall be valid unless in writing and signed by the party or parties making the waiver. + +### 9.6 Time is of the Essence + +Time is of the essence with respect to all provisions of this Agreement that specify a time for performance. + +### 9.7 Further Assurances + +Each Member agrees to execute, acknowledge, deliver, file, record, and publish such further certificates, instruments, agreements, and other documents, and to take all such further actions as may be required by law or deemed necessary or appropriate to carry out the provisions of this Agreement. + +### 9.8 Confidentiality + +Each Member shall maintain in strict confidence all confidential or proprietary information of the Series and the Parent LLC, including but not limited to financial information, business plans, customer lists, operational methods, and other confidential or proprietary information disclosed to or acquired by such Member in connection with the Series, and shall not disclose such information to any person or entity except (a) with the prior written consent of all other Members, (b) to such Member's legal and financial advisors who have a need to know such information, or (c) as required by law or court order. + +### 9.9 Entire Agreement + +This Operating Agreement, together with the Parent LLC Operating Agreement, constitutes the entire agreement among the Members with respect to the affairs of the Series and the conduct of its business and supersedes all prior agreements and understandings, whether oral or written. + +### 9.10 Governing Law + +This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of law principles. + +### 9.11 Dispute Resolution + +Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the Parent LLC Operating Agreement. + +### 9.12 Binding Effect + +Subject to the restrictions on transfers set forth herein, this Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns. + +### 9.13 Severability + +If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement. + +### 9.14 Amendment + +This Agreement may be amended or modified only by a written instrument executed by Members holding at least [SUPERMAJORITY PERCENTAGE]% of the Profits Interests. + +### 9.15 Notices + +All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service to the address set forth in the records of the Series. + +### 9.16 Counterparts and Electronic Signatures + +This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Electronic signatures shall be deemed to be original signatures for all purposes of this Agreement. + +### 9.16 No Third-Party Beneficiaries + +The provisions of this Agreement are intended solely for the benefit of the Members and the Series and shall create no rights or obligations enforceable by any third party, including creditors of the Series, except as otherwise provided by applicable law. + +--- + +## EXHIBIT A + +### MEMBERS AND PROFITS INTERESTS + +As of [DATE], the Members of [SERIES NAME], a series of Turnkey Network Systems LLC, and their respective Profits Interest percentages are as follows: + +| Member Name | Membership Class | Profits Interest Percentage | +|-------------|------------------|----------------------------| +| [NAME] | [CLASS] | [PERCENTAGE]% | +| [NAME] | [CLASS] | [PERCENTAGE]% | +| [NAME] | [CLASS] | [PERCENTAGE]% | +| [NAME] | [CLASS] | [PERCENTAGE]% | + +--- + +## EXHIBIT B + +### CONSENT OF SPOUSE, DOMESTIC PARTNER, OR SIGNIFICANT OTHER + +I, _______________________, spouse/domestic partner/significant other of _______________________, a Member of [SERIES NAME], a series of Turnkey Network Systems LLC, hereby acknowledge that I have read the foregoing Operating Agreement in its entirety and understand its contents. I am aware that by its provisions, my spouse/domestic partner/significant other agrees to certain restrictions on their Profits Interest, including but not limited to restrictions on transfer. I hereby consent to such restrictions, approve of the provisions of the Operating Agreement, and agree that any interest I may have in the Profits Interest (including any community property or similar interest) shall be irrevocably bound by the Operating Agreement and further that my community property interest, if any, shall be subject to the sole management and control of my spouse/domestic partner/significant other. + +I agree to execute any and all documents reasonably necessary to effectuate the foregoing. However, I understand that this Consent shall be fully binding upon me whether or not I execute any such additional documents. + +Date: _______________ + +Signature: ______________________ + +Printed Name: ______________________ + +--- + +## SIGNATURES + +IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement effective as of the date first set forth above. + +MEMBERS: + +\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +[MEMBER NAME] + +\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +[MEMBER NAME] + +\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +[MEMBER NAME] + +\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +[MEMBER NAME] \ No newline at end of file diff --git a/content/charters.turnsys.com/support/OperatingAgreements/TurnkeyNetworkSystemsLLC-PreRework.md b/content/charters.turnsys.com/support/OperatingAgreements/TurnkeyNetworkSystemsLLC-PreRework.md new file mode 100644 index 0000000..ea8639c --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/TurnkeyNetworkSystemsLLC-PreRework.md @@ -0,0 +1,5145 @@ +# AMENDED AND RESTATED OPERATING AGREEMENT OF TURNKEY NETWORK SYSTEMS A TEXAS SERIES LIMITED LIABILITY COMPANY + +**Effective Date: [EFFECTIVE DATE]** + + +## ARTICLE 1 - RECITALS AND FOUNDATIONAL PROVISIONS + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC OR PRIVATE MARKET EXISTS FOR THE SECURITIES. + +THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(A)(2) OF THE ACT AND REGULATION D PROMULGATED THERE-UNDER AND OTHER EXEMPTIONS OF SIMILAR IMPORT IN THE LAWS OF THE STATES AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE COMPANY WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). + +PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH INVESTOR SHOULD MAKE THEIR OWN INQUIRIES AND CONSULT THEIR OWN ADVISERS AS TO THE APPROPRIATE TAX TREATMENT, LEGAL, FINANCIAL, AND OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY FOR SUCH INVESTOR. +======= +## Section 1.1 - Effective Date and Prior Agreement + +This Amended and Restated Operating Agreement (the “Agreement”) is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”), by and among Turnkey Network Systems LLC, a Texas series limited liability company (the “Company”), and each person who is or who becomes a member of the Company or any of its series (collectively “Members” and individually a “Member”). + +This Agreement supersedes and replaces in its entirety that certain Operating Agreement of Turnkey Network Systems LLC dated [ORIGINAL DATE] (the “Prior Agreement”) and all amendments thereto. This Agreement further supersedes and replaces in their entirety all previous written and verbal agreements, understandings, and commitments of any kind related to Turnkey Network Systems LLC, Turnkey Network Systems Partnership, Turnkey Network Systems sole proprietorship, and TSYS Group (collectively, the “Prior Entities”). +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +Upon execution by the Company through its authorized representative(s) and approval by the Members as specified in the Prior Agreement, all provisions of the Prior Agreement shall be null and void and of no further force or effect. + +For clarity, while all rights, obligations, and relationships arising under the Prior Agreement are terminated as legal constructs created by that agreement, the business relationships, series, and membership status previously established shall continue without interruption, but shall hereafter be governed exclusively by the terms of this Agreement, subject to the specific transitional provisions set forth in Section 1.4. This continuity of business operations does not constitute a continuation of the Prior Agreement itself as a legal instrument, which is terminated in its entirety as set forth herein and in Section 1.4. + +### Execution Certification + +By executing this Agreement, each signatory hereby certifies that: + +1. They have thoroughly reviewed this Agreement in its entirety; + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +- implement mandatory service provider requirements for all series and the Company, +- establish the governance structure under the Board of Directors. +- establish the authority for the creation of operating entities series +- establish the authority for the creation of asset holding, non operational (TDCMPS) entities series +- establish the authority for the creation of Cell entities series +- establish "bootstrap" series of Wyble Family Office Group LLC, Known Element Enterprises LLC, The Campus Trading Company LLC, Redwdood Family Office Group LLC. +- tightly define the scope of the Company to only the administration of series +- establish a total of one Company officer (Chief Operations Officer) and the reporting of the officer to the Board. +======= +2. They understand and accept all terms, conditions, and provisions contained herein; +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +3. They have had the opportunity to consult with independent legal, tax, financial, and other professional advisors of their choosing regarding this Agreement; + +4. They are executing this Agreement voluntarily and with full capacity; and + +5. They acknowledge the legally binding nature of this Agreement upon all parties. + +### Execution Certification + +By executing this Agreement, whether by physical signature or through the electronic signature system described in Article 3, each signatory hereby certifies that: + +1. They have thoroughly reviewed this Agreement in its entirety; + +2. They understand and accept all terms, conditions, and provisions contained herein; + +3. They have had the opportunity to consult with independent legal, tax, financial, and other professional advisors of their choosing regarding this Agreement; + +4. They are executing this Agreement voluntarily and with full capacity; + +5. They acknowledge the legally binding nature of this Agreement upon all parties; and + +6. They expressly waive any and all claims, rights, causes of action, and remedies that may have arisen under the Prior Agreement, except as specifically preserved in Section 1.4. + +## Section 1.2 - Company Mission and Purpose + +The Company exists to develop, implement, and manage a comprehensive ecosystem of business entities operating as independent series that create sustainable value through technological innovation, operational excellence, and strategic capital deployment. + +### Primary Business Activities + +The Company’s primary business activities include: + +* Creating and supporting technology-enabled service businesses; + +* Developing and managing digital infrastructure platforms; + +* Facilitating capital deployment and investment through specialized series; + +* Providing shared services across portfolio entities; and + +* Building and scaling asset management and operational business units. + +### Series Structure Implementation + +The Company utilizes the Texas series LLC structure to provide centralized infrastructure, governance, and support while enabling the formation and growth of innovative business ventures with aligned incentives, operational efficiencies, and enhanced value creation for all stakeholders. + +The series structure further allows for proper risk isolation between business lines while maintaining unified strategic oversight and operational support. + +### Series Business Units + +Each series operates as a distinct business unit with its own: + +* Assets and liabilities; + +* Members and governance; + +* Operational focus and business model; + +* Risk profile and compliance requirements; + +while benefiting from the shared resources, governance framework, and strategic guidance of the Company. + +### Strategic Objectives and Values + +In pursuing its mission, the Company is committed to: + +* Sustainable long-term growth over short-term gains; + +* Technological innovation that creates tangible market advantages; + +* Ethical business practices and transparent governance; + +* Collaborative ecosystems that leverage collective expertise; + +* Risk management through proper entity structuring and compliance; and + +* Creating value for all stakeholders, including members, employees, customers, and partners. + +### Geographic and Jurisdictional Scope + +The Company may conduct business throughout the United States and internationally, subject to: + +* Appropriate foreign entity registrations where required; + +* Compliance with applicable jurisdictional requirements; + +* Implementation of proper risk mitigation measures for jurisdictions that may not recognize series LLC structures; and + +* Strategic assessment of jurisdictional advantages and limitations for each business initiative. + +## Section 1.3 - Purpose of Amendment and Restatement + +The Company hereby amends and restates the Prior Agreement to implement comprehensive changes to the Company’s governance, operational structure, and capital framework, necessitated by: + +* **Strategic Evolution**: The need to adapt the Company’s structure to accommodate its planned growth into multiple verticals, diversification of business lines, and increased operational sophistication; + +* **Capital Requirements**: The necessity to facilitate significant capital raising and deployment across multiple business lines while maintaining appropriate controls and investor protections; + +* **Risk Management**: The implementation of enhanced protection mechanisms for investors and stakeholders through formalized series isolation and standardized governance; and + +* **Operational Scale**: The requirement for standardized service provision and administrative functions to support the Company’s projected growth to significant revenue levels. + +This Agreement specifically implements: + +* **Governance Structure**: A formalized governance structure under a Board of Directors with sociocratic principles providing both centralized strategic oversight and distributed operational decision-making; + +* **Service Provider Framework**: Mandatory internal service provider requirements ensuring operational consistency, quality control, and economies of scale across all series; + +* **Capital Structure Revision**: A profit interest-based economic framework utilizing a mandatory three-class system for all series, eliminating capital interests and capital accounts in favor of a more flexible and scalable approach to economic participation; + +* **Series Framework Enhancement**: Refined authority for creating and operating multiple series types, including operating entities, asset-holding entities, and semi-autonomous Cell entities, each with clearly defined purposes and limitations; and + +* **Operational Standards**: Uniform operational standards, electronic recordkeeping requirements, and compliance protocols ensuring consistent business operations while maintaining series isolation and regulatory compliance. + +### Tax and Regulatory Considerations + +This amendment and restatement has been structured with careful consideration of: + +* Federal, state, and local tax implications for the Company and its series; + +* Securities law compliance for current and future capital raising activities; + +* Regulatory requirements across all jurisdictions where the Company and its series operate; and + +* Preservation of favorable tax treatment for all existing and prospective members. + + +## Section 1.4 - Effect of Amendment and Restatement + +Upon execution of this Agreement: + +### 1. Termination of Prior Agreements + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +- All previous written and verbal agreements, understandings, contracts, and commitments of any kind made by or on behalf of: + - TSYS Group + - TSYS + - Charles Wyble + - Turnkey Network Systems LLC + - Turnkey Network Systems Partnership + - Turnkey Network Systems sole proprietorship + are hereby terminated, rescinded, and rendered null and void in their entirety + +- No party shall have any continuing obligations, rights, or duties under any such prior agreements +- This Agreement shall govern all aspects of the Company's operations going forward +======= +1. **Prior Agreement Termination**: The Prior Agreement is hereby superseded in its entirety and shall be of no further force or effect. All prior amendments to the Prior Agreement are hereby void and unenforceable. +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +2. **Rights and Obligations**: All rights, obligations, and relationships under the Prior Agreement are hereby terminated, and all parties shall hereafter be governed solely by the terms of this Agreement. + +3. **Termination of Specified Prior Commitments**: All previous written and verbal agreements, understandings, contracts, and commitments relating specifically to the governance, structure, and operation of the following entities are hereby terminated, rescinded, and rendered null and void: + + * Turnkey Network Systems LLC and its series + + * Turnkey Network Systems Partnership + + * Turnkey Network Systems sole proprietorship + +### 2. Continuity of Commercial Relationships + +4. **Exceptions to Termination**: The following agreements shall remain in full force and effect unless specifically terminated by separate written agreement: + + * Commercial agreements with third-party vendors and clients + + * Employment and independent contractor agreements + + * Real property leases + + * Equipment leases and purchase agreements + + * Intellectual property licenses to or from third parties + + * Confidentiality and non-disclosure agreements + + * Banking and financial agreements + + * Existing loans and financial commitments + +5. **Continuation of Business**: The business of the Company shall continue without interruption or dissolution. The adoption of this Agreement shall not constitute a termination or dissolution of the Company. + +### 3. Transitional Implementation + +6. **Transitional Matters**: The following transitional provisions shall apply: + + * All actions duly taken under the Prior Agreement shall remain valid and enforceable + + * All series established under the Prior Agreement shall continue under this Agreement + + * All Members shall retain their membership interests, subject to the reclassification provisions in Article 5 + + * The Board of Directors shall be constituted within 30 days of the Effective Date + + * The Company Committee shall be constituted within 45 days of the Effective Date + + * All existing series shall adopt compliant Series Operating Agreements within 90 days of the Effective Date + + * All operational policies required by this Agreement shall be implemented within 120 days of the Effective Date + + * Failure to meet any of these deadlines shall require written notice to all Members explaining the delay and providing a revised timeline, which shall not exceed an additional 30 days without approval of a majority of all Members + +### 4. Documentation and Certification Requirements + +7. **Transition Documentation**: The following documentation shall be prepared, executed, and maintained in the electronic records system: + + * Certification of termination of the Prior Agreement + + * Comprehensive inventory of all continuing agreements + + * Transition plan with specific milestones and responsible parties + + * Series reclassification documentation for all existing series + + * Formal Board and Committee establishment resolutions + + * Series Operating Agreement templates and adoption certifications + + * Member acknowledgments of the transition to this Agreement + +8. **Compliance Certification**: The Board shall, within 180 days of the Effective Date, certify in writing that: + + * All transitional requirements have been satisfied + + * All required governance bodies have been properly constituted + + * All Series Operating Agreements have been properly adopted + + * All Members have been properly classified under Article 5 + + * All operational requirements are being implemented + +### 5. Legal Effect and Integration + +9. **Binding Effect**: This Agreement shall be binding upon, and inure to the benefit of, all current and future series members, officers, directors, and representatives of the Company and its series. + +10. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, electronic communications (including emails, text messages, and other digital exchanges such as via instant messenger), verbal understandings, and oral representations relating to the Company, its series and its governance. + + No representations, promises, understandings, or considerations have been made or relied upon by any party except those expressly set forth in this Agreement. + + The parties acknowledge that they may have received physical or electronic documents, spreadsheets, presentations, or models relating to the Company or its series, and all such materials are superseded by this Agreement unless explicitly incorporated herein by reference and attached as a Schedule. + + This integration provision cannot be amended, modified, or waived except through a written amendment to this Agreement executed with the same formalities as this Agreement. + +### 6. Dispute Resolution During Transition + +11. **Dispute Resolution During Transition**: Any disputes arising specifically from the transition from the Prior Agreement to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Schedule H, with priority given to ensuring business continuity and preserving series isolation throughout the resolution process. The Company Committee shall have temporary emergency authority to resolve critical transitional disputes if necessary to maintain business operations, subject to subsequent review by the Board of Directors. + +### 7. Tax and Regulatory Treatment + +12. **Tax Matters**: The amendment and restatement of the Prior Agreement and adoption of this Agreement shall: + + * Not constitute a taxable event for the Company, any series, or any Member + + * Maintain tax classification continuity for all existing series + + * Preserve tax basis for all Members + + * Be treated as a tax-neutral reorganization to the maximum extent permitted by applicable tax law + +13. **Regulatory Filings**: The Company shall: + + * File all necessary notices, amendments, or updates with applicable governmental authorities + + * Provide notice to all financial institutions with which the Company or any series maintains accounts + + * Update all licenses, permits, and registrations as necessary + + * Document compliance with all applicable securities laws in connection with the amendment and restatement + +### 8. Member Rights and Notice + +14. **Member Rights During Transition**: During the transition period: + + * Members shall have the right to review all transition documentation + + * Members shall receive regular updates on the transition process + + * Members may submit questions and concerns to the Company Committee + + * Member rights under the Prior Agreement shall be preserved until the adoption of compliant Series Operating Agreements + +15. **Notice of Material Changes**: The Company shall provide detailed written notice to all Members of: + + * Any material changes to their rights or obligations under this Agreement compared to the Prior Agreement + + * The reclassification of their membership interests under Article 5 + + * Any actions required of them during the transition period + + * Key milestone dates for the transition process + +## Section 1.5 - Securities Law Notice + +### General Securities Disclosures + +THE MEMBERSHIP INTERESTS IN THE COMPANY AND ITS SERIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE TEXAS STATE SECURITIES BOARD, OR ANY OTHER STATE SECURITIES REGULATORY AUTHORITY. THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW, SPECIFICALLY SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE EXEMPTIONS UNDER THE TEXAS SECURITIES ACT AND OTHER STATE “BLUE SKY” LAWS. + +THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. + +### Risk Factors and Suitability + +MEMBERSHIP INTERESTS ARE HIGH-RISK, ILLIQUID INVESTMENTS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. MEMBERSHIP INTERESTS MAY ONLY BE OFFERED TO AND ACQUIRED BY PERSONS WHO MEET THE INVESTOR SUITABILITY REQUIREMENTS ESTABLISHED BY THE COMPANY AND SET FORTH IN ARTICLE 5 OF THIS AGREEMENT. SPECIFICALLY, INVESTORS MUST QUALIFY AS “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION FOR ANY REASON AND IS NOT OBLIGATED TO ACCEPT ANY SUBSCRIPTION EVEN IF AN INVESTOR MEETS ALL SUITABILITY REQUIREMENTS. + +THE COMPANY MAY CONDUCT MULTIPLE OFFERINGS OF MEMBERSHIP INTERESTS ACROSS VARIOUS SERIES. THESE OFFERINGS ARE SUBJECT TO INTEGRATION RULES UNDER REGULATION D, WHICH MAY AFFECT THE AVAILABILITY OF EXEMPTIONS FROM REGISTRATION. THE COMPANY HAS STRUCTURED ITS OFFERINGS TO COMPLY WITH THE SAFE HARBORS PROVIDED UNDER RULE 502(A) OF REGULATION D, BUT THERE CAN BE NO ASSURANCE THAT THE SEC OR STATE SECURITIES REGULATORS WILL NOT CHALLENGE THIS DETERMINATION. + +### Investment Risks and Limitations + +EACH INVESTOR MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT. EACH INVESTOR MUST HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THIS INVESTMENT. + +IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, ITS SERIES, THIS AGREEMENT, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ITS REPRESENTATIVES AS LEGAL, TAX, OR INVESTMENT ADVICE. + +NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR TAX ADVANTAGES WHICH MAY ACCRUE TO THE INVESTORS. NO ASSURANCE CAN BE GIVEN THAT EXISTING TAX LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY, WHICH COULD REDUCE THE ANTICIPATED TAX BENEFITS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY OR ITS SERIES. + +### Information Rights and Disclosure Limitations + +THE COMPANY HAS NO OBLIGATION TO PROVIDE ONGOING INFORMATION ABOUT ITS BUSINESS, OPERATIONS, OR FINANCIAL CONDITION TO INVESTORS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR AS REQUIRED BY LAW. INVESTORS SHOULD NOT EXPECT TO RECEIVE THE SAME LEVEL OF DISCLOSURE PROVIDED BY PUBLICLY TRADED COMPANIES. + +THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING MATERIALS. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION. + +THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING RULE 502(B) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED. + +### Series-Specific Securities Law Provisions + +INVESTORS ACKNOWLEDGE AND UNDERSTAND THAT: + +* EACH SERIES REPRESENTS A SEPARATE AND DISTINCT SECURITIES OFFERING, EVEN WHEN OFFERED CONCURRENTLY WITH OTHER SERIES; + +* INVESTMENT IN ONE SERIES DOES NOT CONSTITUTE INVESTMENT IN ANY OTHER SERIES, NOR DOES IT GRANT ANY RIGHTS WITH RESPECT TO OTHER SERIES; + +* EACH SERIES MAY HAVE DIFFERENT RIGHTS, OBLIGATIONS, INVESTMENT CRITERIA, RISKS, AND RETURNS, AND INVESTORS MUST EVALUATE EACH SERIES INVESTMENT SEPARATELY; + +* ACCREDITED INVESTOR STATUS MUST BE INDEPENDENTLY VERIFIED FOR EACH SERIES INVESTMENT, UNLESS VERIFICATION FOR MULTIPLE SERIES INVESTMENTS OCCURS WITHIN A 90-DAY PERIOD, IN WHICH CASE A SINGLE VERIFICATION MAY SUFFICE; + +* INVESTMENT LIMITATIONS UNDER SECURITIES LAWS ARE GENERALLY APPLIED SEPARATELY TO EACH SERIES, BUT REGULATORY AUTHORITIES MAY DETERMINE OTHERWISE; + +* THE COMPANY MAY ISSUE ADDITIONAL SERIES IN THE FUTURE WITH DIFFERENT TERMS, RIGHTS, AND INVESTMENT CRITERIA WITHOUT THE CONSENT OF EXISTING SERIES MEMBERS; + +* DISCLOSURES PROVIDED WITH RESPECT TO ANY PARTICULAR SERIES MAY NOT APPLY TO OTHER SERIES, AND INVESTORS SHOULD NOT RELY ON DISCLOSURES FOR ONE SERIES WHEN MAKING INVESTMENT DECISIONS REGARDING ANOTHER SERIES; + +* INVESTMENT RETURNS AND DISTRIBUTIONS FROM ONE SERIES ARE ISOLATED FROM AND HAVE NO IMPACT ON OTHER SERIES; + +* SECURITIES LAW VIOLATIONS WITH RESPECT TO ONE SERIES OFFERING COULD POTENTIALLY IMPACT OTHER SERIES OFFERINGS IF REGULATORY AUTHORITIES DETERMINE THE OFFERINGS SHOULD BE INTEGRATED; + +* SERIES-SPECIFIC OFFERING DOCUMENTATION WILL BE PROVIDED FOR EACH SERIES INVESTMENT OPPORTUNITY AND MUST BE REVIEWED INDEPENDENTLY; AND + +* THE TRANSFER RESTRICTIONS SET FORTH IN THIS AGREEMENT APPLY SEPARATELY TO EACH SERIES, AND RESTRICTIONS OR PERMISSIONS APPLICABLE TO ONE SERIES DO NOT EXTEND TO INTERESTS IN OTHER SERIES. + +### Series Integration Risk Factors + +DESPITE THE COMPANY’S INTENTION TO MAINTAIN SEPARATE SECURITIES OFFERINGS FOR EACH SERIES, SECURITIES REGULATORS MAY TAKE THE POSITION THAT SOME OR ALL SERIES OFFERINGS SHOULD BE INTEGRATED FOR SECURITIES LAW COMPLIANCE PURPOSES. SUCH INTEGRATION COULD RESULT IN: + +* RETROACTIVE APPLICATION OF MORE STRINGENT DISCLOSURE REQUIREMENTS; + +* LOSS OF SECURITIES LAW EXEMPTIONS FOR CERTAIN OFFERINGS; + +* MANDATORY RESCISSION RIGHTS FOR INVESTORS; + +* REGULATORY ENFORCEMENT ACTIONS; AND/OR + +* POTENTIAL LIABILITY FOR THE COMPANY AND ITS MANAGEMENT. + +THE COMPANY HAS IMPLEMENTED PROCEDURES TO MINIMIZE THESE RISKS, INCLUDING: + +* MAINTAINING SEPARATE OFFERING DOCUMENTATION FOR EACH SERIES; + +* ENSURING EACH SERIES HAS A DISTINCT BUSINESS PURPOSE AND INVESTMENT CRITERIA; + +* OBSERVING APPROPRIATE TEMPORAL SEPARATION BETWEEN CERTAIN OFFERINGS; + +* MAINTAINING SEPARATE ACCREDITED INVESTOR VERIFICATION RECORDS FOR EACH SERIES; AND + +* STRUCTURING SERIES OFFERINGS TO QUALIFY FOR SEPARATE EXEMPTIONS UNDER SECURITIES LAWS. + +### Series-Specific Disclosure Requirements + +EACH SERIES OFFERING WILL BE ACCOMPANIED BY: + +* SERIES-SPECIFIC RISK FACTORS DETAILING UNIQUE RISKS ASSOCIATED WITH THAT PARTICULAR SERIES BUSINESS MODEL AND OPERATIONS; + +* SERIES-SPECIFIC FINANCIAL PROJECTIONS AND CAPITAL REQUIREMENTS; + +* SERIES-SPECIFIC USE OF PROCEEDS DISCLOSURE; + +* SERIES-SPECIFIC MANAGEMENT INFORMATION AND EXPERIENCE; + +* SERIES-SPECIFIC CONFLICTS OF INTEREST DISCLOSURE; AND + +* SERIES-SPECIFIC INFORMATION REGARDING DISTRIBUTIONS AND EXIT STRATEGIES. + +INVESTORS MUST REVIEW ALL SERIES-SPECIFIC DISCLOSURE MATERIALS BEFORE INVESTING IN ANY SERIES. + +### Accredited Investor Verification + +THE COMPANY IS RELYING ON RULE 506(C) OF REGULATION D, WHICH PERMITS GENERAL SOLICITATION BUT REQUIRES THE COMPANY TO TAKE REASONABLE STEPS TO VERIFY THAT ALL INVESTORS ARE ACCREDITED INVESTORS. ACCORDINGLY, ALL PROSPECTIVE INVESTORS MUST SATISFY THE COMPANY’S VERIFICATION REQUIREMENTS, WHICH MAY INCLUDE ONE OR MORE OF THE FOLLOWING: + +1. REVIEW OF FINANCIAL DOCUMENTATION: EACH INVESTOR MAY BE REQUIRED TO PROVIDE DOCUMENTATION VERIFYING INCOME OR NET WORTH, WHICH MAY INCLUDE: + + * WITH RESPECT TO INCOME: IRS FORMS THAT REPORT INCOME FOR THE TWO MOST RECENT YEARS (INCLUDING, BUT NOT LIMITED TO, FORM W-2, FORM 1099, SCHEDULE K-1, AND FILED FORM 1040) AND A WRITTEN REPRESENTATION THAT THE INVESTOR REASONABLY EXPECTS TO REACH THE REQUIRED INCOME LEVEL IN THE CURRENT YEAR; OR + + * WITH RESPECT TO NET WORTH: BANK STATEMENTS, BROKERAGE STATEMENTS, TAX ASSESSMENTS, APPRAISAL REPORTS, CREDIT REPORTS, AND OTHER STATEMENTS OF ASSETS AND LIABILITIES, TOGETHER WITH A WRITTEN REPRESENTATION THAT ALL LIABILITIES NECESSARY TO DETERMINE NET WORTH HAVE BEEN DISCLOSED. + +2. THIRD-PARTY VERIFICATION: WRITTEN CONFIRMATION FROM A REGISTERED BROKER-DEALER, REGISTERED INVESTMENT ADVISER, LICENSED ATTORNEY, OR CERTIFIED PUBLIC ACCOUNTANT THAT SUCH PERSON OR ENTITY HAS TAKEN REASONABLE STEPS TO VERIFY THAT THE INVESTOR IS AN ACCREDITED INVESTOR WITHIN THE PRIOR THREE MONTHS. + +3. EXISTING INVESTOR VERIFICATION: FOR EXISTING INVESTORS WHO INVESTED IN A RULE 506(B) OFFERING AS ACCREDITED INVESTORS PRIOR TO SEPTEMBER 23, 2013, A CERTIFICATION AT THE TIME OF SALE THAT THEY CONTINUE TO QUALIFY AS ACCREDITED INVESTORS. + +4. ALTERNATIVE VERIFICATION METHODS: ANY OTHER REASONABLE VERIFICATION METHODS THAT THE COMPANY DETERMINES TO BE APPROPRIATE BASED ON THE PARTICULAR FACTS AND CIRCUMSTANCES OF EACH INVESTOR AND TRANSACTION, CONSISTENT WITH THE PRINCIPLES-BASED APPROACH OF RULE 506(C). + +### Verification Process and Rejection Rights + +THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION IF IT DETERMINES, IN ITS SOLE DISCRETION, THAT THE VERIFICATION PROCEDURES DO NOT ESTABLISH THAT THE INVESTOR QUALIFIES AS AN ACCREDITED INVESTOR OR FOR ANY OTHER REASON. + +ANY INFORMATION PROVIDED BY INVESTORS AS PART OF THE VERIFICATION PROCESS WILL BE TREATED AS CONFIDENTIAL AND WILL BE COLLECTED, USED, AND DISCLOSED IN ACCORDANCE WITH THE COMPANY’S PRIVACY POLICY, A COPY OF WHICH IS AVAILABLE UPON REQUEST. + +FAILURE TO PROVIDE REQUESTED VERIFICATION DOCUMENTATION IN A TIMELY MANNER MAY RESULT IN REJECTION OF A SUBSCRIPTION. + +### Continuing Compliance Requirements + +EACH INVESTOR ACKNOWLEDGES THAT: + +* THEY MUST IMMEDIATELY NOTIFY THE COMPANY OF ANY CHANGE IN THEIR ACCREDITED INVESTOR STATUS; + +* THEY MUST PERIODICALLY RECERTIFY THEIR ACCREDITED INVESTOR STATUS AS REQUESTED BY THE COMPANY; + +* THE COMPANY MAY REQUIRE UPDATED VERIFICATION DOCUMENTATION FOR SUBSEQUENT INVESTMENTS; AND + +* FAILURE TO MAINTAIN ACCREDITED INVESTOR STATUS MAY LIMIT THEIR ABILITY TO MAKE ADDITIONAL INVESTMENTS AND MAY AFFECT THEIR RIGHTS UNDER THIS AGREEMENT. + +### Anti-Money Laundering Compliance + +THE INVESTOR SHOULD CHECK THE OFFICE OF FOREIGN ASSETS CONTROL (OFAC) WEBSITE AT BEFORE MAKING THE FOLLOWING REPRESENTATION: THE INVESTOR REPRESENTS THAT AMOUNTS INVESTED BY IT IN THIS OFFERING WERE NOT AND ARE NOT DIRECTLY OR INDIRECTLY DERIVED FROM ANY ACTIVITIES THAT CONTRAVENE FEDERAL, STATE OR INTERNATIONAL LAWS AND REGULATIONS, INCLUDING ANTI-MONEY LAUNDERING AND TERRORIST FINANCING LAWS AND REGULATIONS. FEDERAL REGULATIONS AND EXECUTIVE ORDERS ADMINISTERED BY OFAC PROHIBIT, AMONG OTHER THINGS, THE ENGAGEMENT IN TRANSACTIONS WITH, AND THE PROVISION OF SERVICES TO, CERTAIN FOREIGN COUNTRIES, TERRITORIES, ENTITIES, AND INDIVIDUALS. + +EACH INVESTOR MUST ALSO COMPLY WITH THE FINANCIAL CRIMES ENFORCEMENT NETWORK (FINCEN) CUSTOMER DUE DILIGENCE REQUIREMENTS FOR FINANCIAL INSTITUTIONS AND MUST PROVIDE BENEFICIAL OWNERSHIP INFORMATION WHEN APPLICABLE. + +### State Securities Law Compliance + +IN ADDITION TO FEDERAL SECURITIES LAW REQUIREMENTS, THIS OFFERING MUST COMPLY WITH THE SECURITIES LAWS OF EACH STATE WHERE OFFERS AND SALES OCCUR. CERTAIN STATES MAY IMPOSE ADDITIONAL SUITABILITY STANDARDS OR OTHER REQUIREMENTS. THE COMPANY HAS STRUCTURED THIS OFFERING TO COMPLY WITH APPLICABLE STATE EXEMPTIONS, BUT EACH INVESTOR SHOULD CONSULT THEIR OWN LEGAL COUNSEL REGARDING COMPLIANCE WITH THE SECURITIES LAWS OF THEIR STATE OF RESIDENCE. + +### Electronic Delivery and Signature Consent + +BY INVESTING IN THE COMPANY OR ANY SERIES, EACH INVESTOR CONSENTS TO ELECTRONIC DELIVERY OF ALL DOCUMENTS, NOTICES, AND COMMUNICATIONS RELATED TO THEIR INVESTMENT, AND AGREES THAT ELECTRONIC SIGNATURES AND RECORDS SHALL HAVE THE SAME LEGAL EFFECT AS PHYSICAL SIGNATURES AND RECORDS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. + +### Integration Risk Disclosure + +INVESTORS SHOULD BE AWARE THAT THE COMPANY MAY ENGAGE IN MULTIPLE OFFERINGS ACROSS DIFFERENT SERIES THAT COULD BE DEEMED INTEGRATED FOR SECURITIES LAW PURPOSES. WHILE THE COMPANY HAS STRUCTURED ITS OFFERINGS TO AVOID INTEGRATION, IF OFFERINGS WERE DEEMED INTEGRATED, THE EXEMPTIONS RELIED UPON MAY BE UNAVAILABLE, POTENTIALLY RESULTING IN VIOLATIONS OF SECURITIES LAWS AND POTENTIAL RESCISSION RIGHTS FOR INVESTORS. THE COMPANY HAS IMPLEMENTED PROCEDURES TO MINIMIZE THIS RISK, INCLUDING MAINTAINING SEPARATE OFFERING DOCUMENTATION, ENSURING OFFERINGS HAVE DISTINCT PURPOSES, AND OBSERVING MINIMUM TIME PERIODS BETWEEN OFFERINGS WHERE APPROPRIATE. + + + + +## ARTICLE 2 - DEFINITIONS AND INTERPRETATION + +### Section 2.1 - Defined Terms + +For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Article 2 shall have the meaning provided elsewhere in this Agreement or, if not defined in this Agreement, the meaning provided in the Texas Business Organizations Code. + +#### A. Corporate Structure and Governance Terms + +1. **Agreement**: This Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time. + +2. **Board** or **Board of Directors**: The governing body which provides overall governance and strategic direction for all TSYS Group entities and operations through its various committees. + +3. **Cell Series**: A series established under the Company that may contain multiple subsidiary series and maintain its own governance structure, as more particularly described in Section 4.5. + +4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company. + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +6. **Independent Director**: A natural person serving on the Company Committee who must meet all of the following criteria: +======= +5. **Company Committee**: The governing committee of the Board specifically responsible for overseeing Turnkey Network Systems LLC and its series. The Company Committee consists of independent directors elected by the members of all series of the Company. +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +6. **Consent Decision-Making**: A decision-making process where decisions are made when no member presents a reasoned and paramount objection, as more particularly described in Section 7.8.3. + +7. **Double-Linking**: A governance structure where each circle is connected to its parent circle by both an appointed Operational Leader and an elected Circle Representative, as more particularly described in Section 7.8.2. + +8. **Effective Date**: The date on which this Agreement becomes effective, as set forth in Section 1.1. + +9. **Execution Date**: The date on which this Agreement is executed by the Company through its authorized representative(s). + +10. **General Circle**: The highest governance circle in the sociocratic structure, consisting of the TSYS Group Board, as more particularly described in Section 7.9.1. + +11. **Independent Director**: A natural person serving on the Company Committee who meets all of the following criteria: + - Is not a member of any series; + - Has no direct or indirect ownership interest in any series; + - Has no Immediate Family Members who are series members; and + - Has no Material Business Relationship with any series. + +12. **Meeting**: Any duly called assembly of members, directors, or committee members, whether conducted in person, virtually, or through a hybrid approach, for the purpose of conducting Company business. + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +13. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, including: + - Payment Processing: + - Electronic funds transfers (ACH, wire, SWIFT) + - Credit and debit card processing + - Digital payment systems integration + - Payment gateway management + - Recurring payment management + - Payment reconciliation and reporting + - Treasury Management: + - Working capital optimization + - Liquidity management and forecasting + - Investment portfolio management + - Risk management and hedging strategies + - Foreign exchange operations + - Credit facility management + - Financial Settlements: + - Inter-series settlements + - Vendor payment processing + - Customer payment collection + - Cross-border transaction management + - Settlement dispute resolution + - Automated clearing house operations + - Banking Relationships: + - Bank account management + - Banking platform integration + - Letter of credit administration + - Bank fee analysis and optimization + - Banking service negotiations + - Relationship management across financial institutions + - Cash Management: + - Cash position monitoring + - Cash flow forecasting and analysis + - Account structure optimization + - Sweep account management + - Working capital analytics + - Cash concentration services + - Financial Controls: + - Payment authorization workflows + - Fraud prevention systems + - Audit trail maintenance + - Compliance monitoring + - Internal control documentation + - Risk assessment and mitigation +======= +13. **Operating Series**: A series of the Company that actively conducts business operations, as distinguished from asset-holding series or Cell series. + +14. **Primary Circle**: A governance circle directly connected to the General Circle, as more particularly described in Section 7.9.2. + +15. **Remote Participation**: Participation in any Meeting through electronic means such as video conferencing, teleconferencing, or other digital communication platforms that allow for real-time interaction. + +16. **Schedule**: Any of the lettered attachments to this Agreement (Schedule A through Schedule H) which contain additional details, specifications, or procedures referenced in the main body of this Agreement. + +17. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601 et seq., having separate rights, powers, and duties with respect to specified property and obligations, and having separate business purposes or investment objectives. + +18. **Series Member**: A person or entity holding a membership interest in a specific series. + +19. **Series Operating Agreement**: The governing document for a specific series that details the rights, responsibilities, and relationships among the series members, the series, and the Company, adopted in accordance with Section 4.1.2. + +20. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3. + +21. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1. + +22. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board. + +23. **Technology Oversight Committee**: The committee of the Board responsible for oversight of all technology services, systems, and infrastructure used by the Company and its series. + +#### B. Membership and Economic Terms + +24. **Accredited Investor**: An investor who meets the definition of “accredited investor” set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. + +25. **Capital Contribution**: Any contribution of property or services made by or on behalf of a Member to the Company or a series. As provided in this Agreement, the Company and its series do not accept capital contributions that establish capital accounts, but may accept services, property, or other valuable consideration in exchange for issuance of Profit Interests. + +26. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2. + +27. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3. + +28. **Class C Membership Interest**: A membership interest acquired through involuntary transfer with limited economic rights and no voting rights, as more particularly described in Section 5.4. + +29. **Distribution**: Any transfer of cash or other property from a series to a Series Member in respect of the Member’s membership interest. + +30. **Immediate Family Members**: A person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law and any person (other than a tenant or employee) sharing the household of such person + +31. **Involuntary Transfer**: Any transfer of a membership interest that occurs through court judgment, execution upon judgment, assignment in satisfaction of debt, charging order, contested divorce proceeding, bankruptcy proceeding, or any other non-voluntary mechanism, as more particularly described in Section 5.4. + +32. **Material Business Relationship**: Any commercial relationship with a series exceeding $10,000 in annual value, consulting or advisory relationship with a series, position with a series, ownership interest in a vendor to any series, financial obligation between a Director and any series, or joint venture or partnership interest with any series, as more particularly described in Section 7.4.1. + +33. **Member**: A person or entity who holds a membership interest in a series and who has been admitted to the series in accordance with the applicable Series Operating Agreement. + +34. **Membership Interest**: A Member’s rights in a series, including economic rights, voting rights (if any), and rights to information. + +35. **Profit Interest**: An interest in the future profits of a series that does not include any capital interest or obligation to contribute capital, as implemented through the three-class system described in Article 5. + +36. **Securities Act**: The Securities Act of 1933, as amended. + +37. **Transfer**: Any direct or indirect sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition. + +38. **Treasury Regulations**: The regulations promulgated by the United States Department of the Treasury under the Internal Revenue Code, as amended from time to time. + +#### C. Operational and Technical Terms + +39. **Business Day**: Any day other than a Saturday, Sunday, or a day on which commercial banks in Austin, Texas are authorized or required by law to close. + +40. **Electronic Records**: Digital documentation maintained in electronic format, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee, as more particularly described in Section 3.2. + +41. **Fiscal Year**: The Company’s fiscal year, which shall be the calendar year unless otherwise determined by the Board. + +42. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including but not limited to network infrastructure, software systems, data storage and management, security services, technical support, and infrastructure management, as more particularly described in Schedule A to this Agreement. + +43. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group. + +44. **SLA** or **Service Level Agreement**: A documented agreement between a service provider and a customer that defines the expected level of service, performance metrics, and responsibilities. + +45. **The Campus Trading Company** or **TCTC**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group. + +46. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by The Campus Trading Company (series) LLC, including but not limited to payment processing, treasury management, financial settlements, banking relationships, cash management, and financial controls, as more particularly described in Schedule B to this Agreement. + +#### D. Entity-Specific Terms + +47. **Redwood Family Office Group** or **REDWFO**: Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC, the multi-stakeholder family office for Company stakeholders, as more particularly described in Section 4.6.3.2. + +48. **Redwood Springs Capital Partners Group** or **RWSCP**: Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC, the exclusive capital raising entity for all series, as more particularly described in Section 3.3. + +49. **Wyble Family Office Group** or **WFO Group**: Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC, the private family office LLC of the Company founders, as more particularly described in Section 4.6.3.1. + +50. **Cell Board**: The governing body of a Cell Series, established in accordance with the applicable Cell Series Operating Agreement. + +#### E. Legal and Compliance Terms + +51. **Certificate of Formation**: The Certificate of Formation of the Company filed with the Texas Secretary of State on [INSERT DATE], as amended from time to time. + +52. **Indemnified Person**: A person entitled to indemnification under Section 10.7. + +53. **TBOC**: The Texas Business Organizations Code, as amended from time to time. + +54. **Tax Matters Representative**: The person designated to represent the Company or a series in tax matters, as described in the applicable Series Operating Agreement. + + +## Section 2.2 - Interpretation + +In this Agreement, unless the context clearly requires otherwise: + +1. References to “Articles,” “Sections,” “Subsections,” or “Schedules” are to Articles, Sections, Subsections, or Schedules of this Agreement. + +2. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” + +3. The words “herein,” “hereof,” “hereunder,” and similar terms shall refer to this Agreement as a whole and not to any specific section. + +4. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender as well as neuter. + +5. Headings and captions are for convenience only and shall not affect the interpretation of this Agreement. + +6. References to any law, statute, or regulation shall include all amendments, modifications, or replacements of the same in effect at the relevant time. + +7. References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, supplemented, or modified from time to time in accordance with its terms. + +8. References to a person or entity shall include its successors and permitted assigns. + +9. In the case of any conflict between the provisions of this Agreement and the provisions of any schedule or exhibit, the provisions of this Agreement shall control. + +10. The term “person” includes individuals, corporations, partnerships, limited liability companies, joint ventures, associations, trusts, estates, governmental entities, and any other entity of any kind. + +11. Any reference to a number of days shall refer to calendar days unless Business Days are specified. + +12. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. + +13. Mathematical and accounting terms not otherwise defined herein shall have the meanings attributable to them under United States generally accepted accounting principles. + +14. Monetary amounts referenced in this Agreement are in United States dollars unless otherwise specified. + +15. The interpretation of this Agreement shall not be affected by which party initially drafted any provision, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. + +16. References to “series” mean the series established under the Company pursuant to the Texas Business Organizations Code, and such references shall be interpreted to recognize the separate legal status and asset isolation features provided by applicable law. + +17. The term “including” and words of similar import, when following any general statement, term, or matter, shall not be construed to limit such statement, term, or matter to the specific items immediately following such term or similar words, or to similar items, whether or not non-limiting language (such as “without limitation”) is used, but rather shall be deemed to refer to all other items that could reasonably fall within the broadest possible scope of such general statement, term, or matter. + +18. Time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends. + +19. Unless otherwise stated, references to the “knowledge” of any party shall mean the actual knowledge of such party’s directors, officers, or managers after reasonable inquiry. + +20. Any approval, consent, or similar action required under this Agreement shall not be unreasonably withheld, delayed, or conditioned unless expressly stated otherwise. + +21. Whenever a provision in this Agreement refers to something that is “reasonably satisfactory” or requires the “approval” or “consent” of a party, such approval or consent must be in writing to be effective, unless expressly stated otherwise. + +22. If any provision of this Agreement requires delivery of a certificate, statement, or other document, and an electronic copy is permitted under Section 3.2, such delivery requirement shall be satisfied by the delivery of such electronic copy. + +23. Electronic signatures, consents, and approvals permitted under Section 3.2 shall have the same legal effect as original signatures, consents, and approvals. + +24. In the event any Member receives documents or notifications in a foreign language, the English language version of such documents shall control unless expressly stated otherwise. + +25. Where amounts are listed in both words and numbers, and there is a discrepancy between the two, the amount expressed in words shall control. + +26. The principle of contra proferentem (interpreting ambiguous provisions against the drafter) shall not apply to this Agreement, and all provisions shall be interpreted fairly in accordance with their plain meaning. + +27. References to “tax,” “taxation,” or similar terms shall include all forms of taxation, duties, levies, imposts, or similar governmental charges, whether federal, state, local, or foreign. + +28. In determining the applicability of any threshold, limit, or exception in this Agreement, all related series, Members, transactions, or events shall be aggregated when required by the context or purpose of such threshold, limit, or exception. + +## Section 2.3 - Schedules + +### 2.3.1 - Schedule Incorporation + +The following schedules are attached to and incorporated into this Agreement: + +1. **Schedule A: IT Services** - Detailed description of IT Services provided by Known Element Enterprises, including service categories, performance metrics, response time requirements, availability standards, security requirements, pricing structure, and escalation procedures. + +2. **Schedule B: Transaction and Treasury Services** - Detailed description of Transaction and Treasury Services provided by The Campus Trading Company, including banking services, payment processing, cash management, financial controls, reporting standards, fee structures, and treasury management protocols. + +3. **Schedule C: Organizational Structure** - Organizational chart of TSYS Group entities, depicting hierarchical relationships, reporting lines, governance connections, and entity classifications. + +4. **Schedule D: Established Series** - Comprehensive list of permanently established series, including their type classifications, business purposes, key personnel, and special status designations. + +5. **Schedule E: Governance Structure** - Governance structure diagram illustrating Board and committee relationships, sociocratic circles, decision-making pathways, and delegation of authority. + +6. **Schedule F: Securities Notices** - Required securities law legends and notices, including state-specific requirements, offering disclosure templates, and investor qualification documentation. + +7. **Schedule G: SLA Requirements** - Service Level Agreement (SLA) requirements and templates, establishing minimum standards for internal service providers, performance metrics, and remediation procedures. + +8. **Schedule H: Dispute Resolution** - Dispute resolution procedures, including mediation requirements, arbitration protocols, and special provisions for emergency situations and transition-period disputes. + +### 2.3.2 - Schedule Status and Amendments + +1. **Legal Status**: All Schedules constitute integral parts of this Agreement and shall have the same legal force and effect as if fully set forth in the main body of this Agreement. + +2. **Amendment Process**: Schedules may be amended as follows: + + * **Schedule A and B**: May be amended by a two-thirds majority vote of the Technology Oversight Committee, with notice to all series. + + * **Schedule C and E**: May be amended by the Board to reflect organizational changes, with notice to all series. + + * **Schedule D**: May be amended by the Company Committee to reflect the addition or removal of series in accordance with this Agreement. + + * **Schedule F**: May be amended by the Company Committee upon advice of legal counsel to ensure compliance with applicable securities laws. + + * **Schedule G**: May be amended by joint action of the Technology Oversight Committee and the Company Committee. + + * **Schedule H**: May be amended only by the same process required to amend the main body of this Agreement. + +3. **Amendment Documentation**: All Schedule amendments shall be: + + * Documented in writing + + * Dated and sequentially numbered + + * Maintained in the electronic records system + + * Distributed to all affected series within 5 business days of adoption + + * Accompanied by a summary of changes + +### 2.3.3 - Schedule Access and Maintenance + +1. **Electronic Access**: All Schedules shall be maintained in the electronic records system and shall be accessible to: + + * All Members of all series + + * The Board and all committees + + * Officers and authorized representatives of the Company and all series + + * Professional advisors as needed for the performance of their duties + +2. **Version Control**: The Company shall maintain: + + * Complete historical versions of all Schedules + + * A log of all changes, including the date, nature, and authorization of each change + + * Clear identification of the current effective version + +3. **Periodic Review**: Each Schedule shall be reviewed for accuracy and relevance: + + * At least annually + + * Upon any material change in Company structure or operations + + * As required by the Board or any responsible committee + +### 2.3.4 - Schedule Interpretation and Conflicts + +1. **Interpretation Principles**: Schedules shall be interpreted in accordance with: + + * The interpretation provisions of Section 2.2 + + * The specific context and purpose of each Schedule + + * The expertise of the committee or body primarily responsible for the Schedule subject matter + +2. **Conflict Resolution**: In case of any conflict: + + * As stated in Section 2.2(9), the provisions of the main Agreement shall control over any Schedule + + * Among Schedules, the more specific provision shall control over the more general + + * The Company Committee shall have authority to resolve any interpretive conflicts between Schedules + +3. **Expert Consultation**: For technical matters in Schedules A, B, or G, the Technology Oversight Committee’s interpretation shall be given substantial weight. + +### 2.3.5 - Additional Schedules + +1. **Future Schedules**: The Board may adopt additional lettered Schedules (I, J, K, etc.) as necessary to: + + * Address new operational requirements + + * Implement additional governance structures + + * Document evolving compliance obligations + + * Establish new service standards + +2. **Adoption Process**: Additional Schedules shall be adopted by: + + * Board approval + + * Written notification to all series + + * Incorporation by reference through a formal amendment to this Section 2.3 + + * Maintenance in the electronic records system + +3. **Interim Appendices**: Between formal amendments, the Board may establish interim appendices to existing Schedules that shall have the same effect as the Schedules to which they are appended. +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +## ARTICLE 3 - MANDATORY OPERATIONAL REQUIREMENTS + +## Section 3.1 - Mandatory Service Provider Framework + +### Section 3.1.1 - Designated Internal Service Providers + +1. **Exclusive Service Designation**: The Company hereby designates the following series as exclusive internal shared service providers for all TSYS Group entities: + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +a. Known Element Enterprises (series) LLC shall serve as the Company's centralized information technology division, providing all IT services as defined in Section 2.1: IT Services. + +b. The Campus Trading Company (series) LLC shall serve as the Company's centralized treasury and transaction operations division, providing all transaction and treasury services as defined in Section 2.1: Transaction and Treasury Services. +======= + a. **Information Technology Services Provider**: Known Element Enterprises (series) LLC shall serve as the Company’s exclusive provider of all IT Services as defined in Article 2 and further detailed in Schedule A to this Agreement. + + b. **Financial Services Provider**: The Campus Trading Company (series) LLC shall serve as the Company’s exclusive provider of all Transaction and Treasury Services as defined in Article 2 and further detailed in Schedule B to this Agreement. +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +2. **Service Provider Independence**: Each designated service provider shall maintain: + + a. Operational independence regarding service delivery methodologies + + b. Technology selection autonomy within Board-approved parameters + + c. Resource allocation flexibility to meet established service levels + + d. Staffing and personnel management authority + + e. Implementation discretion for approved service initiatives + +3. **Term of Designation**: These service provider designations shall: + + a. Remain in effect for the duration of this Agreement + + b. Be reviewed by the Board at least every three (3) years + + c. Be subject to revocation only under the extreme failure provisions of Section 3.1.3(2)(d) + + d. Be transferable to successor entities only with Board approval + +### Section 3.1.2 - Mandatory Use Requirement + +1. **Primary Provider Obligation**: All series shall utilize the designated internal service providers as their exclusive service solution providers for the services described in Section 3.1.1, subject to the following conditions: + + a. **Performance Standards**: Internal service providers must meet or exceed the service level agreements (SLAs) established by the Technology Oversight Committee, which shall: + + i. Be documented in writing and incorporated by reference into this Agreement + + ii. Include specific, measurable performance metrics for each service category + + iii. Establish response time requirements for various service priorities + + iv. Define availability requirements for critical systems + + v. Include remediation timelines for service disruptions + + vi. Specify reporting requirements and cadence + + vii. Be reviewed and updated at least annually + + viii. Include security standards and compliance requirements + + ix. Establish escalation procedures for service issues + + x. Define problem severity classification and associated response times + + xi. Include customer satisfaction measurement requirements + + xii. Establish change management procedures and notice requirements + + b. **Competitive Pricing**: Internal service providers must offer services at pricing comparable to market rates for equivalent services, as verified by: + + i. Annual independent third-party audit + + ii. Benchmark comparison against at least three comparable external providers + + iii. Transparent cost-accounting as described in Section 4.6.5 + + iv. Quarterly pricing reviews by the Audit and Finance Committee + + v. Documentation of all cost allocation methodologies + + vi. Publication of rate cards to all series members + + vii. Advance notice of at least sixty (60) days for any rate increases + + viii. Cap on annual price increases tied to relevant industry indexes + + ix. Volume discounting mechanisms for large series + + x. Regular market comparison reporting to all series + +2. **Enforcement Mechanism**: The Company Committee shall be responsible for enforcing the mandatory use requirement and shall: + + a. Conduct quarterly compliance reviews + + b. Promptly investigate any reported violations + + c. Issue formal findings within 30 days of any compliance investigation + + d. Recommend appropriate remedial actions to the Board + + e. Maintain a centralized compliance tracking system + + f. Publish anonymized compliance reports to all series + + g. Establish escalating penalties for repeated non-compliance + + h. Implement a confidential reporting system for compliance concerns + + i. Provide compliance training resources to all series + + j. Conduct annual compliance audits of all series and service providers + +3. **Service Provider Dispute Resolution**: Disputes between service providers and series regarding service delivery shall be resolved through: + + a. Initial attempt at resolution between operational leaders of the service provider and series + + b. If unresolved within 15 days, escalation to the Technology Oversight Committee + + c. Formal mediation process as outlined in Schedule H if not resolved within 30 days + + d. Final binding decision by the Company Committee if mediation is unsuccessful + + e. Documentation of all disputes and resolutions in the electronic records system + + f. Quarterly dispute trends analysis and reporting to the Board + + g. Implementation of dispute reduction strategies based on trend analysis + + h. Establishment of proactive relationship management protocols + + i. Joint service improvement planning between service providers and series + + j. Emergency escalation pathway for critical service disputes + +### Section 3.1.3 - Service Provider Failure Remedies + +1. **Failure Determination**: An internal service provider shall be deemed to have failed if it: + + a. Fails to meet established performance standards for two consecutive quarters as documented by the Technology Oversight Committee + + b. Experiences a catastrophic service disruption lasting more than: + + i. 48 hours for non-critical services + + ii. 24 hours for important services + + iii. 4 hours for mission-critical services as designated in the applicable SLA + + c. Commits a material breach of its SLA obligations that remains uncured for 30 days after written notice + + d. Receives substantiated service quality complaints from more than 50% of its series customers within any six-month period + + e. Experiences a material security or data breach that compromises sensitive information or critical infrastructure + + f. Fails to implement required security patches or updates within timeframes specified in the SLA + + g. Demonstrates a pattern of repeated service deficiencies that, while individually not constituting failures, collectively indicate systemic issues + + h. Violates applicable regulatory requirements resulting in material penalties or compliance issues + + i. Fails to maintain required certifications or qualifications + + j. Loses key personnel without adequate succession planning and replacement + +2. **Remedies for Service Provider Failure**: Upon determination of a service provider failure, the following remedies shall be available: + + a. **Initial Remediation Period**: The service provider shall be granted a 60-day remediation period to: + + i. Correct performance deficiencies + + ii. Restore service levels to required standards + + iii. Submit a detailed improvement plan to the Technology Oversight Committee + + iv. Implement enhanced monitoring and reporting + + v. Engage third-party expertise if necessary + + vi. Conduct root cause analysis of failures + + vii. Implement preventative measures + + viii. Establish interim service arrangements if necessary + + ix. Provide regular progress reports + + x. Compensate affected series according to SLA terms + + b. **Enhanced Oversight**: During the remediation period, the service provider shall be subject to: + + i. Weekly performance reviews by the Technology Oversight Committee + + ii. Implementation of additional controls and monitoring + + iii. Potential leadership changes as recommended by the Board + + iv. Requirement to provide daily status reports to affected series + + v. Temporary management augmentation with qualified personnel + + vi. Independent third-party oversight of remediation efforts + + vii. Additional resource allocation requirements + + viii. Temporary suspension of new service initiatives + + ix. Mandatory executive briefings to the Board + + x. Implementation of emergency escalation procedures + + c. **Failure to Remediate**: If the service provider fails to remediate within the 60-day period, the Technology Oversight Committee may: + + i. Grant a single 30-day extension if substantial progress is evident + + ii. Implement a service provider replacement plan + + iii. Authorize temporary external service providers for affected services + + iv. Recommend restructuring of the service provider to the Board + + v. Appoint temporary executive leadership + + vi. Accelerate training of backup personnel + + vii. Implement contingency service arrangements + + viii. Adjust pricing to reflect reduced service levels + + ix. Impose financial penalties as specified in the SLA + + x. Develop long-term service provider transition plan + + d. **Extreme Failure**: In cases of extreme failure involving critical systems, the Board may: + + i. Immediately authorize use of external service providers + + ii. Remove and replace service provider leadership + + iii. Implement emergency continuity plans + + iv. Take any other actions necessary to protect the TSYS Group + + v. Establish an emergency governance committee + + vi. Suspend normal approval processes for emergency actions + + vii. Allocate emergency funding for service restoration + + viii. Engage specialized crisis management expertise + + ix. Implement rapid knowledge transfer protocols + + x. Authorize extraordinary measures to protect data and assets + +3. **Service Continuity Protection**: To ensure continuity of critical services: + + a. Each service provider shall maintain: + + i. Comprehensive business continuity and disaster recovery plans + + ii. Documented systems and operational procedures + + iii. Knowledge transfer protocols for critical functions + + iv. Cross-training programs for essential personnel + + v. Backup systems and redundancies for critical infrastructure + + b. The Technology Oversight Committee shall: + + i. Conduct annual disaster recovery testing + + ii. Maintain relationships with qualified backup service providers + + iii. Regularly review and update continuity plans + + iv. Ensure proper escrow of critical system information + + v. Validate recovery time and point objectives + +### Section 3.1.4 - Innovation Exception Process + +1. **Exception Basis**: A series may request an exception to the mandatory use requirement only on the grounds of: + + a. Specialized technical requirements that cannot be met by the internal service provider + + b. Demonstrable competitive advantage requiring specialized external solutions + + c. Regulatory or compliance requirements that necessitate specialized external providers + + d. Client or customer contractual requirements that mandate specific external solutions + + e. Significant cost savings (exceeding 30%) that can be achieved through an external provider while maintaining equivalent security and quality standards + + f. Emerging technology that provides substantial business advantage not available through internal providers + + g. Temporary capacity limitations of internal providers during high-growth periods + + h. Specialized expertise requirements for limited duration projects + + i. Unique geographical requirements not efficiently served by internal providers + + j. Legacy systems integration requirements that internal providers cannot efficiently support + +2. **Exception Request Process**: + + a. Requests must be submitted in writing to the Technology Oversight Committee + + b. Requests must include: + + i. Detailed description of the required service + + ii. Documentation of business necessity + + iii. Analysis of competitive advantage + + iv. Proposed external provider information including due diligence materials + + v. Security and compliance assessment + + vi. Data integration and protection plan + + vii. Implementation timeline + + viii. Cost-benefit analysis comparing the external solution to internal alternatives + + ix. Risk assessment for the proposed exception + + x. Transition plan to internal providers if applicable + + xi. Metrics for measuring success of the exception + + xii. Governance controls for the external provider relationship + + c. The Technology Oversight Committee must respond within 45 days for standard requests and within 15 days for requests designated as time-sensitive with appropriate justification + + d. The Technology Oversight Committee must provide written justification for any denial + + e. Appeals of denied exception requests may be made to the Company Committee within 15 days of denial + + f. The Company Committee shall render a final decision within 30 days of appeal receipt + + g. Denials that substantially impact business operations may be further appealed to the Board in extreme circumstances + + h. The Board shall establish an expedited review process for critical exception appeals + + i. All decisions shall be documented in the electronic records system + + j. Precedential decisions shall be published as guidance for future requests + +3. **Exception Implementation**: + + a. If approved, the exception shall: + + i. Be documented in the electronic records system + + ii. Include specific scope and duration limitations + + iii. Require quarterly reviews and renewal evaluation + + iv. Include a transition plan for eventual migration to internal services if feasible + + v. Include compliance monitoring to ensure continued adherence to security and integration requirements + + vi. Specify data security and access controls + + vii. Establish service level requirements for the external provider + + viii. Define clear exit criteria and termination procedures + + ix. Establish integration requirements with existing systems + + x. Include knowledge transfer provisions to internal providers + + b. The Technology Oversight Committee shall maintain a registry of all approved exceptions and provide quarterly reports to the Board + +4. **Exception Renewal and Termination**: + + a. All exceptions shall have a defined term, not to exceed one (1) year unless specifically approved by the Board + + b. Renewal requests must be submitted at least 60 days prior to exception expiration + + c. Renewal requests shall include: + + i. Performance assessment of the external provider + + ii. Continued justification for the exception + + iii. Analysis of any changes in internal provider capabilities + + iv. Updated security and compliance assessment + + d. Exceptions may be terminated prior to expiration if: + + i. The external provider fails to meet service requirements + + ii. Internal provider capabilities evolve to meet the requirement + + iii. The business need for the exception no longer exists + + iv. Security or compliance concerns arise + + v. The series fails to comply with exception conditions + +### Section 3.1.5 - Service Division Operations + +1. **Operational Requirements**: Each service division shall: + + a. Operate as a cost center pursuant to Section 4.6.5 + + b. Maintain transparent cost accounting with quarterly reporting to all series + + c. Be subject to Board oversight through appropriate committees + + d. Select and manage external vendors as needed following procurement guidelines established by the Board + + e. Develop and maintain appropriate service standards and SLAs + + f. Conduct annual customer satisfaction surveys among series + + g. Implement continuous improvement processes with measurable objectives + + h. Maintain appropriate cybersecurity and compliance certifications + + i. Establish disaster recovery and business continuity plans + + j. Conduct quarterly technology and service reviews + + k. Provide monthly service performance metrics to all series + + l. Undergo annual security audits by qualified third-party firms + + m. Maintain compliance with all relevant industry standards and regulations + + n. Provide regular training to personnel on security and operational best practices + + o. Establish and maintain risk management frameworks appropriate to service offerings + + p. Implement formal change management processes for service modifications + + q. Document all service procedures and maintain operational manuals + + r. Establish quality control procedures with measurable outcomes + + s. Participate in industry benchmarking and best practice forums + + t. Maintain appropriate insurance coverage for service operations + +2. **Board Oversight Responsibilities**: The Board of Directors, through its committees, shall establish and oversee: + + a. Performance metrics and reporting requirements + + b. Service level frameworks + + c. Cost allocation methodologies + + d. Technology and service strategies + + e. Vendor selection criteria + + f. Quality control measures + + g. Dispute resolution procedures for service conflicts + + h. Compliance standards and monitoring + + i. Cybersecurity requirements and testing + + j. Other operational parameters as needed + + k. Capital investment approval thresholds and procedures + + l. Strategic technology alignment with Company objectives + + m. Innovation funding and initiatives + + n. Risk management standards and assessment methodologies + + o. Succession planning for critical service leadership positions + +3. **Service Roadmap Requirements**: Each service provider shall: + + a. Maintain a three-year service development roadmap + + b. Conduct quarterly roadmap reviews with all series + + c. Incorporate series feedback into roadmap updates + + d. Align roadmap priorities with overall TSYS Group strategic objectives + + e. Include specific technology innovation initiatives + + f. Establish clear timelines for major service enhancements + + g. Document resource allocation for strategic initiatives + + h. Include contingency planning for emerging technologies and market shifts + + i. Identify potential security and regulatory challenges + + j. Document required competency development for service evolution + + k. Establish metrics for measuring roadmap progress + + l. Identify capacity planning requirements for future growth + + m. Include technology retirement planning for legacy systems + + n. Document integration strategies with complementary technologies + + o. Align with industry standards and best practices + +4. **User Experience and Feedback System**: Each service provider shall: + + a. Implement a structured feedback system accessible to all series + + b. Conduct quarterly user experience reviews + + c. Maintain a transparent issue tracking system + + d. Report on issue resolution metrics monthly + + e. Incorporate user feedback into service improvements + + f. Establish a user advisory group with representation from different series + + g. Maintain a knowledge base of common issues and solutions + + h. Publish service disruption post-mortems and remediation plans + + i. Implement a suggestion system for service improvements + + j. Develop service usage analytics to identify improvement opportunities + + k. Establish formal user acceptance testing for major changes + + l. Conduct annual service satisfaction benchmarking + + m. Implement training programs to optimize user adoption + + n. Create user communities for knowledge sharing and collaboration + + o. Recognize and reward user contributions to service improvement + +### Section 3.1.6 - Service Quality Management + +1. **Quality Assurance Framework**: Each service provider shall implement: + + a. Formal quality management systems with defined processes + + b. Regular internal audits of service quality + + c. Root cause analysis for service incidents + + d. Preventative action plans for recurring issues + + e. Service performance trend analysis and reporting + + f. Continuous service monitoring and alerting systems + + g. Regular process improvement reviews + + h. Customer impact assessment for all service changes + + i. Post-implementation reviews of major service changes + + j. Quality metrics aligned with business outcomes + +2. **Continuous Improvement Requirements**: + + a. Each service provider shall establish annual improvement goals for: + + i. Service availability and reliability + + ii. Response and resolution times + + iii. Customer satisfaction ratings + + iv. Cost efficiency metrics + + v. Security posture and compliance + + b. Progress toward improvement goals shall be: + + i. Measured and reported quarterly + + ii. Reviewed by the Technology Oversight Committee + + iii. Incorporated into service provider performance evaluations + + iv. Tied to leadership compensation where applicable + + v. Communicated transparently to all series + +3. **Service Provider Collaboration**: Service providers shall: + + a. Establish formal coordination mechanisms between providers + + b. Conduct joint planning for interdependent services + + c. Implement integrated incident management for cross-service issues + + d. Share expertise and resources for mutual improvement + + e. Develop and maintain integrated service catalogs + + f. Establish clear handoff procedures for cross-service processes + + g. Conduct joint disaster recovery exercises + + h. Develop integrated security frameworks + + i. Implement compatible technology standards + + j. Coordinate service maintenance windows + +### Section 3.1.7 - Technology Evolution and Innovation + +1. **Innovation Requirements**: To maintain competitive service offerings, service providers shall: + + a. Allocate a minimum of 10% of their resources to innovation and new technology evaluation + + b. Establish formal mechanisms for evaluating emerging technologies + + c. Develop proof-of-concept processes for promising innovations + + d. Create safe experimental environments for testing new technologies + + e. Partner with series to pilot innovative solutions + + f. Report quarterly on innovation initiatives and outcomes + + g. Participate in industry forums and research communities + + h. Establish relationships with technology research organizations + + i. Develop internal innovation incentive programs + + j. Create processes for scaling successful innovations + +2. **Technology Currency**: Service providers shall: + + a. Maintain all technologies within manufacturer-supported versions + + b. Establish and follow formal technology lifecycle policies + + c. Provide 12-month advance notice for significant technology transitions + + d. Maintain compatibility with industry-standard technologies + + e. Ensure backward compatibility when feasible + + f. Provide migration support for technology transitions + + g. Document technology roadmaps with sunset dates + + h. Assess and mitigate risks associated with aging technologies + + i. Balance innovation with stability and security requirements + + j. Provide training for series personnel on new technologies + +3. **Market Alignment**: The Technology Oversight Committee shall: + + a. Conduct annual assessments of market-competitive technologies + + b. Benchmark internal services against industry leaders + + c. Identify service gaps and deficiencies + + d. Recommend strategic technology investments + + e. Monitor industry trends and disruptions + + f. Assess competitive threats from new technologies + + g. Evaluate acquisition opportunities for technology advancement + + h. Define technology standards aligned with industry direction + + i. Forecast future technology requirements + + j. Report significant findings to the Board + +### Section 3.2 - Electronic Records Requirement + +#### 3.2.1 - Exclusive Electronic Record Keeping + +All records of the Company and its series shall be maintained exclusively in electronic format, including but not limited to: + +1. **Corporate Records**: + + * Articles of organization and amendments + + * Operating agreements (Company and series) + + * Board and committee meeting minutes and resolutions + + * Series establishment documentation + + * Regulatory filings and correspondence + + * Annual reports and compliance documents + + * Consents and certifications + + * Governance policies and procedures + +2. **Financial Documentation**: + + * Financial statements and reports + + * Tax returns and supporting documents + + * Bank statements and reconciliations + + * Audit reports and working papers + + * Budget and forecasting documents + + * Expense documentation and approvals + + * Investment records and valuations + + * Capital transactions and funding documentation + +3. **Member Information**: + + * Series membership records + + * Ownership transfer documentation + + * Member contact information + + * Voting records and proxies + + * Distribution documentation + + * Membership interest certificates + + * Accredited investor verification materials + + * Member communications and notices + +4. **Contracts and Agreements**: + + * Service provider agreements + + * Vendor contracts + + * Client agreements + + * Employment and contractor agreements + + * Non-disclosure and confidentiality agreements + + * License and permit documentation + + * Insurance policies and claims + + * Settlement agreements and releases + +5. **Operational Records**: + + * Business plans and strategic documents + + * Marketing materials and communications + + * Intellectual property documentation + + * Regulatory compliance records + + * Standard operating procedures + + * Risk assessments and mitigation plans + + * Service level agreements and performance reports + + * Incident reports and resolution documentation + +6. **Legal and Compliance Records**: + + * Litigation documents and correspondence + + * Regulatory inquiries and responses + + * Compliance certifications and attestations + + * Legal opinions and memoranda + + * Compliance monitoring reports + + * Investigation documentation + + * Whistleblower reports and resolutions + + * Regulatory examination materials + +#### 3.2.2 - Electronic Record System Requirements + +1. **System Architecture Requirements**: + + * Cloud-based primary storage with geographic redundancy across at least three separate regions + + * Real-time backup and disaster recovery systems with recovery time objective of less than four hours and recovery point objective of less than 15 minutes + + * Multi-factor authentication access controls for all users + + * Minimum AES-256 encryption at rest and TLS 1.3 encryption in transit + + * Comprehensive API integration capabilities for authorized systems + + * Automated compliance monitoring and reporting + + * System availability of at least 99.9% measured monthly + + * Automated system health monitoring with real-time alerts for anomalies + + * Data segregation mechanisms to ensure series isolation at the data level + + * Zero-trust security architecture with least privilege access controls + +2. **Audit Trail Requirements**: + + * Immutable version control with blockchain verification + + * Comprehensive change logging with user identification + + * Cryptographically secured time and date stamping + + * Complete document access history retention + + * Detailed modification tracking with before/after comparisons + + * User activity logs retained for a minimum of seven years + + * Tamper-evident logging mechanisms + + * Regular audit trail verification procedures + + * Separation of audit trail storage from primary document storage + + * Real-time anomaly detection for suspicious activity + +3. **Access Control Requirements**: + + * Role-based access management with principle of least privilege + + * Granular permission settings at the document and field level + + * Secure user authentication with biometric options + + * Automatic session monitoring and timeout after 15 minutes of inactivity + + * Comprehensive remote access protocols with enhanced security + + * Quarterly access rights review and certification + + * Privileged access management with enhanced monitoring + + * Separation of duties for critical functions + + * Emergency access protocols with required post-access reviews + + * Continuous monitoring of access patterns to detect anomalies + +4. **Retention and Archiving Requirements**: + + * Automated retention scheduling based on document type + + * Secure archiving protocols with integrity verification + + * Legal hold implementation capabilities + + * Defensible destruction procedures with verification + + * Archive access controls with separate authentication + + * Retention periods compliant with all applicable regulations + + * Annual retention policy reviews + + * Secure backup archives maintained in geographically separate locations + + * Immutable storage for critical records to prevent tampering + + * Regular retrieval testing to ensure archive accessibility + +5. **Data Privacy Requirements**: + + * Compliance with all applicable data privacy laws and regulations + + * Data minimization and purpose limitation controls + + * Data subject access request management capabilities + + * Consent tracking and management + + * Privacy impact assessment documentation + + * Cross-border data transfer compliance mechanisms + + * Data classification and handling procedures + + * Privacy by design implementation in system architecture + +#### 3.2.3 - Compliance and Security Standards + +1. **Required Compliance Standards**: The electronic records system shall comply with: + + * SOC 2 Type II standards + + * ISO 27001 Information Security standards + + * NIST Cybersecurity Framework + + * GDPR and other applicable privacy regulations + + * HIPAA requirements for any protected health information + + * Applicable industry-specific regulations + + * All federal, state, and local records retention requirements + + * PCI-DSS compliance for payment card data if applicable + + * CCPA and similar state privacy laws + + * Records management standards (ISO 15489) + +2. **Security Protocols**: + + * Quarterly vulnerability assessments + + * Annual penetration testing by independent third parties + + * Continuous security monitoring + + * Incident response plan with testing + + * Employee security awareness training + + * Data loss prevention controls + + * Endpoint security management + + * Zero-trust network architecture implementation + + * Advanced threat protection measures + + * Regular phishing and social engineering testing + + * Secure development practices for system enhancements + + * Supply chain security assessment for third-party components + +3. **System Administration**: + + * Centralized administration by Known Element Enterprises + + * Documentation of all system configurations + + * Change management processes for system modifications + + * Segregation of duties for administrative functions + + * Backup administrator credentials securely stored with the Company Committee + + * Automated system health monitoring + + * Capacity planning and performance optimization protocols + + * Regular administrator access reviews and rotations + + * Privileged access monitoring and logging + + * Regular security training for system administrators + +#### 3.2.4 - Implementation and Verification + +1. **System Implementation Timeline**: + + * Full implementation of all electronic record requirements within 90 days of the Effective Date + + * Phased migration approach with priority for critical documents + + * Verification and testing of all system components before full deployment + + * Post-implementation review within 30 days of completion + + * Remediation plan for any identified deficiencies with 15-day completion requirement + +2. **Compliance Verification**: + + * Quarterly system compliance audits + + * Annual third-party security assessments + + * Bi-annual disaster recovery testing + + * Monthly backup verification procedures + + * Continuous monitoring of compliance with regulatory requirements + + * Regular penetration testing by qualified security professionals + + * Independent verification of encryption implementation + + * Periodic testing of access controls and segregation + +3. **Documentation Requirements**: + + * Comprehensive system documentation maintained and updated + + * User manuals and training materials for all series members + + * Recovery procedures clearly documented and tested + + * Compliance certifications maintained and renewed as required + + * Security incident response procedures + + * Business continuity plans + + * System architecture diagrams + + * Data flow maps + +4. **Operational Resilience**: + + * Regular business impact analysis to identify critical functions + + * Multiple redundancy layers for critical systems + + * Periodic failover testing to secondary systems + + * Distributed denial of service (DDoS) attack mitigation measures + + * Alternative access methods for emergency situations + + * Incident response simulations at least twice annually + + * Cross-training of key personnel for system recovery procedures + + * Vendor dependency assessment and alternative provider identification + + + +### Section 3.3 - Mandatory Capital Raising Requirements + +#### 3.3.1 - Exclusive Capital Channel + +1. **Designated Capital Partner**: All series must exclusively utilize Redwood Springs Capital Partners Group LLC (via the appropriate series/fund as determined by the Board and Managing Partner) for: + + * All capital raising activities of any kind + + * Any external investment into a series + + * Any debt or equity financing activities + + * Any capital restructuring + + * Any activities involving external capital + + * Any transaction with a capital component exceeding $250,000 in value + +2. **Implementation Requirements**: + + * All capital discussions must include Redwood Springs Capital Partners Group LLC representatives + + * Term sheets must be reviewed and approved by Redwood Springs Capital Partners Group LLC before presentation to potential investors + + * All investor communications must be coordinated through Redwood Springs Capital Partners Group LLC + + * All capital documentation must be prepared or approved by Redwood Springs Capital Partners Group LLC + + * All investor due diligence must be managed through Redwood Springs Capital Partners Group LLC + +3. **Fee Structure and Compensation**: + + * Redwood Springs Capital Partners Group LLC shall be entitled to market-standard fees for capital raising services + + * Fee structures shall be transparent and documented in written agreements + + * Fees shall be reasonable and competitive with external capital raising firms + + * The fee structure shall be reviewed annually by the Audit and Finance Committee + + * The Company Committee may require adjustments to ensure fees remain competitive + +#### 3.3.2 - Capital Management Requirements + +1. **Transaction Processing**: + + * All capital transactions must be processed through The Campus Trading Company LLC systems + + * All investor funds must flow through designated accounts established by The Campus Trading Company LLC + + * All capital documentation must be maintained in the electronic records system + + * All capital deployments must be tracked through The Campus Trading Company LLC systems + + * Comprehensive capital transaction audit trails must be maintained + +2. **Capital Deployment Authority**: + + * Each series may deploy its capital as it determines appropriate, subject to: + + i. Compliance with its series operating agreement + + ii. Board and committee oversight as applicable + + iii. Execution and processing through The Campus Trading Company LLC systems + + iv. Adherence to all applicable laws and regulations + + * Capital deployment decisions remain with the series, with the mandatory requirements applying only to the mechanics of execution + +3. **Investor Reporting Requirements**: + + * Standardized quarterly investor reporting + + * Annual audited financial statements + + * Prompt disclosure of material events + + * Secure investor portal access maintained by Known Element Enterprises + + * Regular investor communications coordinated through Redwood Springs Capital Partners Group LLC + +#### 3.3.3 - Prohibited Capital Activities + +1. **Prohibited Activities**: Series may not under any circumstances: + + * Independently raise capital from sources other than through Redwood Springs Capital Partners Group LLC + + * Accept capital from any source other than through Redwood Springs Capital Partners Group LLC + + * Establish direct banking or investment relationships outside of The Campus Trading Company LLC framework + + * Issue securities, profit interests, or other investment instruments without Redwood Springs Capital Partners Group LLC approval + + * Engage in direct negotiations with potential investors + + * Implement capital structures not approved by Redwood Springs Capital Partners Group LLC + + * Commingle investor funds with operational funds + + * Use capital for purposes materially different from those represented to investors + +2. **Violations and Remedies**: + + * Any attempted violation of these prohibitions shall be void and of no effect + + * Any series member, officer, or representative who attempts to circumvent these requirements shall be subject to immediate removal + + * Any series that violates these requirements shall be subject to: + + i. Immediate audit + + ii. Potential restructuring + + iii. Enhanced oversight + + iv. Other remedial measures as determined by the Board + + v. Potential legal action if violations involve securities law compliance + +#### 3.3.4 - Limited Exceptions + +1. **De Minimis Exception**: Transactions under $10,000 in aggregate value within any 12-month period may proceed without formal Redwood Springs Capital Partners Group LLC involvement, provided that: + + * The transaction is documented in the electronic records system + + * The Campus Trading Company LLC systems are used for processing + + * The transaction is reported to Redwood Springs Capital Partners Group LLC within 10 business days + + * The transaction does not involve issuance of securities or profit interests + + * The aggregate of all de minimis exceptions for a series does not exceed $25,000 in any 24-month period + +2. **Emergency Exception**: In case of bona fide emergencies threatening the immediate viability of a series, temporary emergency funding may be accepted with: + + * Prior written approval of the Board Chair or their designee + + * Notification to Redwood Springs Capital Partners Group LLC within 24 hours + + * Full documentation submitted within 3 business days + + * Restructuring of the emergency funding through proper channels within 30 days + + * A detailed written explanation of: + + i. The nature of the emergency + + ii. Why normal channels were insufficient + + iii. The source of emergency funding + + iv. The plan to prevent similar emergencies in the future + +3. **Related-Party Funding Exception**: + + * Funding from series members to their own series may be processed directly if: + + i. The transaction is less than $100,000 + + ii. The funding is properly documented + + iii. The Campus Trading Company LLC systems are used for processing + + iv. Redwood Springs Capital Partners Group LLC is notified within 5 business days + + v. The funding does not alter the existing profit interest structure + + vi. The transaction complies with all securities laws + +#### 3.3.5 - Compliance with Securities Laws + +1. **Regulatory Compliance Responsibility**: + + * Redwood Springs Capital Partners Group LLC shall be responsible for ensuring all capital raising activities comply with applicable securities laws + + * All offering materials must be reviewed by qualified securities counsel before use + + * Proper investor verification procedures must be implemented for all offerings + + * Required securities filings must be completed timely and accurately + + * Ongoing compliance with securities regulations must be maintained + +2. **Documentation Requirements**: + + * Standardized offering documentation shall be used for all capital raises + + * Proper risk disclosures must be included in all offering materials + + * Investor subscription agreements must include all required representations and warranties + + * Accredited investor verification documentation must be maintained for all investors + + * All securities law exemptions must be properly documented + +3. **Investor Qualification**: + + * All investors must be properly vetted and qualified before acceptance + + * Accredited investor status must be verified using methods permitted under SEC Rule 506(c) + + * Investor suitability standards must be applied consistently + + * All verification documentation must be maintained in the electronic records system + + * Periodic re-verification must be conducted for ongoing offerings + + +## ARTICLE 4 - SERIES ESTABLISHMENT AND MAINTENANCE + +### Section 4.1 - Series Creation + +#### 4.1.1 - Series Establishment Requirements + +1. **Authorization Requirements**: New series may be established only upon: + + * Submission of a formal series establishment proposal to the Company Committee + + * Approval by a majority vote of the Company Committee + + * Filing of required notices with the Texas Secretary of State + + * Execution of a series operating agreement + + * Compliance with all requirements set forth in this Section 4.1 + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md + - Operating agreement + - Management structure + - Membership interests + - Business purpose +======= +2. **Series Establishment Proposal**: Any proposal for establishing a new series must include: +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + + * Proposed business purpose and scope of operations + + * Three-year business plan with financial projections + + * Management structure and key personnel + + * Initial members and proposed membership interests + + * Draft series operating agreement + + * Risk assessment and mitigation strategy + + * Compliance plan for all mandatory requirements + + * Integration strategy with existing TSYS Group entities + + * Detailed financial model with capitalization requirements + + * Market analysis and competitive landscape assessment + + * Exit strategy or long-term sustainability plan + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md + - Series shall have broad latitude to establish their own operating parameters + - Series may create unique governance structures + - Series may set custom economic terms + - Series may establish specialized membership rights + - Series may implement unique operational procedures + - Series may define custom distribution structures +======= +3. **Series Documentation Requirements**: Each series must maintain: +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + + * A series operating agreement executed by all initial members and the Company Committee + + * A certificate of series filing with the Texas Secretary of State + + * A unique federal Employer Identification Number (EIN) + + * Separate books and records as required by Section 3.2 + + * All registrations, licenses, and permits required for its business operations + + * Compliance documentation for securities law requirements + + * Insurance coverage appropriate to the series’ activities + +#### 4.1.2 - Series Operating Agreement Requirements + +1. **Required Elements**: Each series operating agreement shall include provisions addressing: + + * Business purpose and operational scope + + * Membership structure and classes + + * Profit interest allocation and distribution + + * Governance structure and decision-making processes + + * Management rights and responsibilities + + * Transfer restrictions + + * Dispute resolution procedures + + * Term and dissolution provisions + + * Compliance with all mandatory Company requirements + + * Capital call provisions and procedures + + * Valuation methodologies + + * Information rights + + * Non-competition and confidentiality provisions + +2. **Series Operating Agreement Flexibility**: Within the parameters established by this Agreement, series shall have broad latitude to establish: + + * Custom governance structures appropriate to their business needs + + * Specialized profit interest allocation methodologies + + * Unique membership qualifications and admission procedures + + * Industry-specific operational procedures and standards + + * Tailored distribution structures and timing + + * Other provisions specific to their business purposes or investment objectives + +3. **Series Operating Agreement Limitations**: No series operating agreement may: + + * Override or conflict with any provision of this Agreement + + * Alter the required service provider relationships established in Article 3 + + * Modify the electronic records requirements established in Section 3.2 + + * Change the capital raising requirements established in Section 3.3 + + * Eliminate or reduce Company-level compliance measures + + * Violate any securities laws or regulations + + * Attempt to limit the isolation of series as provided in Section 4.2 + + * Eliminate fiduciary duties to the extent non-waivable under Texas law + + * Create joint liability among series + +4. **Conflict Resolution**: Any provision in a series operating agreement that conflicts with this Agreement shall be void and unenforceable. In case of any ambiguity or dispute regarding potential conflicts, the Company Committee shall have final authority to interpret and resolve such conflicts. + +5. **Standard Template Requirements**: Each series operating agreement shall: + + * Be based on standard templates approved by the Company Committee + + * Maintain consistent formatting and section numbering across all series + + * Include required legal disclosures and notices + + * Be reviewed by legal counsel prior to adoption + + * Be properly executed using the electronic signature system + +#### 4.1.3 - Series Amendment Process + +1. **Series Operating Agreement Amendments**: Any series operating agreement may be amended according to its own terms, provided that: + + * The amendment does not create a conflict with this Agreement + + * Notice of the amendment is provided to the Company Committee within 10 business days + + * The amendment is properly documented in the electronic records system + + * The amendment complies with all applicable laws and regulations + + * Material amendments receive legal review prior to adoption + +2. **Series Purpose Modifications**: Any material change to a series’ business purpose or operational scope requires: + + * Prior written approval of the Company Committee + + * Amended filings with the Texas Secretary of State if required + + * Compliance with any applicable regulatory requirements + + * Updated business plan and risk assessment + + * Notification to all series members + +3. **Amendment Approval Process**: + + * Proposed amendments must be submitted in writing + + * Required approvals must be documented in the electronic records system + + * Company Committee review shall be completed within 30 days + + * Rejected amendments may be revised and resubmitted + + * Approved amendments become effective upon execution by all required parties + +4. **Emergency Amendments**: In case of regulatory changes or other urgent circumstances: + + * The Company Committee may implement temporary amendments + + * Temporary amendments must be ratified within 90 days + + * Series members must be promptly notified of emergency amendments + + * Documentation must include justification for the emergency action + + +### Section 4.2 - Series Independence and Isolation + +#### 4.2.1 - Legal and Economic Isolation + +1. **Absolute Series Isolation**: Each series is absolutely and irrevocably isolated from all other series, such that: + + * The assets, liabilities, obligations, and debts of each series are completely separate and distinct from all other series + + * No series shall have any claim, right, interest, obligation, duty, responsibility, or liability whatsoever in any other series + + * Each series operates as if it were a completely separate legal entity +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md + * The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the Company as a whole. +======= + + * The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the Company as a whole + + * No judgment creditor of any series may reach the assets of any other series or the Company +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +2. **Statutory Basis**: This isolation is established pursuant to and in accordance with Texas Business Organizations Code § 101.601 et seq., which provisions are hereby incorporated by reference. + +3. **Piercing Prevention**: The Company, all series, and all series members acknowledge and agree that: + + * Series isolation is a fundamental aspect of the Company structure + + * Series isolation shall be interpreted and enforced to the maximum extent permitted by law + + * All reasonable measures shall be taken to maintain and protect series isolation + + * If any provision limiting series isolation is found invalid, the remaining isolation provisions shall be enforced to the maximum extent possible + + * No series shall take any action that might jeopardize series isolation for itself or any other series + +4. **Jurisdictional Considerations**: + + * The parties acknowledge that series isolation may be treated differently in jurisdictions outside of Texas + + * Series engaging in activities outside of Texas must take appropriate measures to protect their limited liability status + + * Foreign qualification filings should be made where required + + * Additional entity structures may be required for operations in jurisdictions that do not recognize series LLCs + + * Legal counsel shall be consulted before conducting substantial business outside of Texas + +#### 4.2.2 - Operational Separation Requirements + +1. **Mandatory Separation**: Each series shall maintain complete operational separation, including: + + * Independent electronic books and records (provided via KNEL/TheCampus systems as required by Section 3.1) + + * Entirely separate bank accounts established through The Campus Trading Company + + * Absolute separation of all assets and liabilities + + * Independent contracts and business relationships + + * Separate tax identification numbers and filings + + * Distinct operational processes and procedures + + * Clear identification in all business dealings + + * Separate financial statements and accounting records + + * Dedicated employees or contractors for series-specific operations + +2. **Documentation of Separation**: Each series shall: + + * Maintain documentation of its separate existence in all records + + * Clearly identify itself as a separate series in all contracts and communications + + * Conduct a quarterly review of separation compliance + + * Promptly correct any identified separation issues + + * Include appropriate series isolation language in all agreements + + * Maintain records of all inter-series transactions + + * Document compliance with all separation requirements + +3. **Financial Separation**: Each series shall: + + * Maintain separate accounting records + + * Prepare its own financial statements + + * File its own tax returns if legally required + + * Conduct business solely in its own name + + * Make distributions solely from its own assets + + * Maintain capital adequacy appropriate for its business activities + + * Price any inter-series transactions at fair market value + + * Document the business purpose for any inter-series transactions + +4. **Personnel and Resource Allocation**: + + * Personnel working for multiple series must have documented allocation of time and responsibilities + + * Compensation for shared personnel must be allocated fairly among series + + * Physical resources used by multiple series must have documented usage agreements + + * Service agreements between series must be in writing and at fair market value + + * Each series must be adequately staffed to carry out its stated business purpose + +#### 4.2.3 - Prohibited Cross-Series Activities + +1. **Absolute Prohibitions**: Under no circumstances may any series: + + * Commingle any assets with any other series + + * Guarantee or secure the obligations of any other series + + * Enter into any agreement that could create joint liability with any other series + + * Represent or imply any connection to or responsibility for any other series + + * Pledge assets for the benefit of any other series + + * Assume or pay the debts of any other series + + * Share profits or losses with another series outside of permitted arm’s-length transactions + + * Use the credit or reputation of another series for its benefit + +2. **Permitted Arms-Length Transactions**: Series may engage in arms-length business transactions with other series only if: + + * The transaction is documented with the same formality as would be required for transactions with unrelated third parties + + * The transaction terms are commercially reasonable and fair to both series + + * The transaction is approved by the disinterested members of each series + + * The transaction does not undermine or threaten series isolation + + * The transaction serves a legitimate business purpose + + * The transaction is properly recorded in the books and records of each series + + * The transaction is disclosed in financial reporting + +3. **Conflict of Interest Provisions**: + + * Any transaction between series with common members requires additional scrutiny + + * Members with interests in multiple series must disclose potential conflicts + + * Conflicted members must recuse themselves from approval decisions + + * Independent valuation may be required for significant inter-series transactions + + * The Company Committee may review significant inter-series transactions + +#### 4.2.4 - Notice Requirements + +1. **Entity Identification**: Each series shall clearly identify itself in all communications, contracts, and business dealings as a distinct series of the Company. + +2. **Isolation Notice**: All contracts entered into by any series must include an explicit notice of series isolation substantially in the following form: + + “NOTICE OF LIMITED LIABILITY: [Series Name] is a series of Turnkey Network Systems LLC, a Texas series limited liability company. Under Texas law, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to this series are enforceable against the assets of this series only, and not against the assets of Turnkey Network Systems LLC generally or any other series thereof. Similarly, none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to Turnkey Network Systems LLC generally or any other series thereof shall be enforceable against the assets of this series.” + + The isolation notice shall: + + * Appear prominently in all contracts + + * Be in bold type, no smaller than the predominant font size used in the body of the contract + + * Be included in the signature block area of all contracts + + * Be acknowledged in writing by all counter-parties + + * Be included in all electronic communications where a series is entering into a binding commitment + +3. **Digital Communications**: All series must: + + * Include abbreviated isolation notice in email signatures + + * Clearly identify the specific series in all digital communications + + * Maintain separate email domains or clear series identification in email addresses + + * Include appropriate disclaimers on websites and social media + +4. **Third-Party Notification**: + + * All significant vendors and customers must be explicitly informed of series isolation + + * Employees and contractors must acknowledge understanding of series isolation + + * Lenders and financial institutions must be provided with clear documentation of series structure + + * Regulatory filings must properly identify the series structure + +#### 4.2.5 - Indemnification for Isolation Breach + +1. **Cross-Indemnification**: Each series shall indemnify, defend, and hold harmless all other series against any claim attempting to breach series isolation. + +2. **Costs of Enforcement**: Each series shall bear all costs of maintaining and enforcing its isolation. + +3. **Isolation Breach Liability**: Any series that takes action to breach, undermine, or threaten series isolation shall be liable for: + + * All direct damages resulting from such action + + * All costs of enforcement and defense + + * Reasonable attorneys’ fees + + * Any other appropriate remedies as determined by a court of competent jurisdiction + + * Potential expulsion from the Company structure + +4. **Mandatory Insurance**: + + * Each series shall maintain appropriate liability insurance + + * Insurance policies must explicitly recognize the series structure + + * Coverage limits must be appropriate for the series’ business activities + + * The Company Committee shall establish minimum insurance requirements + + * Insurance compliance shall be verified annually + +5. **Asset Protection Planning**: + + * Each series shall implement appropriate asset protection strategies + + * Critical intellectual property may be held in dedicated series + + * High-value assets may be separated from operational liabilities + + * Risk assessment shall be conducted annually + + * Adjustments to structure shall be made as necessary to maintain isolation + +### Section 4.3 - Series Management Structure + +#### 4.3.1 - Basic Management Framework + +1. **Member-Managed Default**: Unless otherwise specified in a series operating agreement, each series shall be member-managed, with day-to-day operations and business decisions made by its members in accordance with its series operating agreement. + +2. **Operational Authority**: Series members shall retain full authority to: + + * Make operational decisions + + * Enter into contracts within the series’ business purpose + + * Manage series assets + + * Conduct series business activities + + * Make distributions in accordance with the series operating agreement + + * Make investments + + * Take any other actions permitted by the series operating agreement and not in conflict with this Agreement + +3. **Board Oversight Relationship**: The Board and its committees shall: + + * Provide governance and oversight + + * Ensure compliance with this Agreement and applicable laws + + * Monitor performance and risk + + * Establish and enforce Company-wide policies; but + + * Not participate in the day-to-day management of any series unless: + + i. Expressly authorized by the series operating agreement + + ii. Necessary to address a material compliance issue + + iii. Required to prevent or mitigate significant harm to the Company or other series + +4. **Annual Performance Reviews**: Each series shall: + + * Submit to an annual performance review by the appropriate Board committee + + * Provide documentation of compliance with all applicable requirements + + * Demonstrate adherence to strategic objectives + + * Respond to any concerns or recommendations within 60 days + + * Implement required remedial measures within agreed timeframes + +5. **Required Management Documentation**: Each series shall maintain: + + * Organizational chart with clear reporting lines + + * Written delegation of authority guidelines + + * Documented policies and procedures for key operational areas + + * Risk management framework appropriate to its business + + * Succession plans for key positions + + * Emergency response protocols + +#### 4.3.2 - Series Governance Options + +1. **Alternative Governance Structures**: A series operating agreement may establish alternative governance structures, including: + + * Manager-managed governance with designated managers + + * Board-managed governance with a series board of directors + + * Officer-led governance with designated officer positions + + * Hybrid approaches combining elements of multiple structures + + * Sociocratic governance with interconnected circles + + * Professional management with executive team + +2. **Governance Documentation Requirements**: Any series with an alternative governance structure must: + + * Clearly define the governance structure in its operating agreement + + * Establish clear lines of authority and decision-making procedures + + * Define the relationship between its governance structure and the Board + + * Document all governance decisions in accordance with Section 3.2 + + * Establish accountability measures and performance metrics + + * Define term limits and succession planning for leadership positions + + * Create clear procedures for resolving governance disputes + +3. **Fiduciary Responsibilities**: All persons exercising management authority within a series shall: + + * Act with care, loyalty, and good faith toward the series and its members + + * Make decisions in the best interest of the series + + * Disclose and manage conflicts of interest + + * Maintain confidentiality of series information + + * Exercise business judgment appropriate to their role + + * Not usurp series opportunities + + * Not compete with the series without authorization + +4. **Governance Transparency Requirements**: + + * Regular reporting to series members on governance matters + + * Documentation of all major decisions and rationale + + * Clear communication of strategic initiatives + + * Accessible records of governance proceedings + + * Published governance calendar with key decision points + +#### 4.3.3 - Series Membership Decisions + +1. **New Member Admission**: The admission of new members to a series requires: + + * Compliance with the procedures set forth in the series operating agreement + + * Approval by existing series members as specified in the series operating agreement + + * Company Committee approval, which shall not be unreasonably withheld + + * Execution of a membership interest subscription agreement and acknowledgment of this Agreement + + * Verification of accredited investor status if applicable + + * Completion of required background checks and due diligence + + * Compliance with all applicable securities laws + +2. **Member Removal**: Members may be removed from a series only: + + * In accordance with the series operating agreement + + * For cause as defined in the series operating agreement + + * Following all required notice and cure periods + + * With proper documentation in the electronic records system + + * Following any required buyout of the member’s interest + + * In compliance with all procedural requirements + + * With fair valuation of the member’s interest if applicable + +3. **Member Rights and Remedies**: + + * Members shall have inspection rights as specified in the series operating agreement + + * Members may bring derivative actions on behalf of the series in accordance with the TBOC + + * Members shall have access to information as provided in Section 5.2.2(3) + + * Members may seek mediation or arbitration of disputes as provided in Schedule H + + * Members may exercise statutory rights under the TBOC to the extent not validly waived + +4. **Membership Interest Valuation**: + + * Membership interests shall be valued in accordance with the methodology specified in the series operating agreement + + * In the absence of a specified methodology, fair market value shall be determined by an independent appraiser + + * Valuation shall be required for significant membership transactions + + * The Company Committee may establish valuation guidelines + + * Valuations shall be documented and maintained in the electronic records system +### Section 4.4 - Special Series Types + +#### 4.4.1 - TDCMSP Series (Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series) + +1. **Purpose and Limitations**: A TDCMSP Series: + + * May only own physical assets, real property, and intellectual property + + * Has no operational capability except through usage agreements with appropriate operational series + + * Cannot enter agreements with the Company + + * Cannot enter agreements with any non-TSYS Group entities + + * Must maintain clear documentation of all assets owned + + * May not incur debt except for asset acquisition and maintenance + + * Must maintain adequate insurance for all assets + +2. **Asset Categories**: TDCMSP Series may own and manage: + + * Tools and equipment + + * Dies and molds + + * Casting equipment + + * Raw materials + + * Supplies and consumables + + * Intellectual property + + * Patents and trademarks + + * Technical documentation + + * Manufacturing processes + + * Design specifications + + * Real property + + * Digital assets and software + + * Data sets and databases + + * Domain names and online assets + +3. **Lease Agreement Requirements**: All TDCMSP Series must execute written lease agreements that include: + + * Precise asset identification and valuation + + * Clearly defined maintenance responsibilities + + * Asset replacement provisions and funding mechanisms + + * Insurance requirements with minimum coverage levels + + * Usage tracking and reporting obligations + + * Term and renewal provisions + + * Default and remediation procedures + + * Fair market value lease rates + + * Clear termination procedures + + * Asset return conditions + + * Dispute resolution provisions + + * Indemnification clauses + +4. **Asset Management Requirements**: All TDCMSP Series must implement: + + * Regular asset valuation by qualified third parties + + * Comprehensive maintenance records + + * Usage tracking systems + + * Industry-standard depreciation schedules + + * Replacement planning with adequate reserves + + * Annual asset audits + + * Asset management software systems + + * Regular condition assessments + + * Maintenance schedule compliance monitoring + + * For intellectual property assets: + + i. Formal IP protection strategies + + ii. Regular monitoring for potential infringement + + iii. Maintenance of registrations, renewals, and filings + + iv. Documented chain of title and ownership verification + + v. Periodic valuation of IP portfolio + + vi. Appropriate confidentiality and trade secret protections + + vii. License compliance monitoring + + viii. Royalty collection and distribution systems + +5. **Revenue Model and Distribution**: + + * All lease payments shall be allocated according to the series operating agreement + + * Reserves shall be established for asset maintenance and replacement + + * Distributions shall be made only after adequate reserves are established + + * Special distributions may be made for extraordinary asset sales + + * Reinvestment programs may be established for asset acquisition + + * Royalty streams from intellectual property shall be separately accounted for + +6. **Capitalization Requirements**: + + * TDCMSP Series shall maintain adequate capitalization for their asset portfolio + + * Capital adequacy shall be reviewed annually + + * Special capital calls may be authorized for strategic asset acquisition + + * Asset financing shall comply with Section 3.3 + + * Capital deployment plans shall be updated annually + +#### 4.4.2 - Operating Series Requirements for TDCMSP Leases + +1. **Qualification Requirements**: Operating Series leasing assets from TDCMSP Series must: + + * Demonstrate operational capability for proper asset utilization + + * Maintain required insurance with TDCMSP Series named as additional insured + + * Follow maintenance schedules established in lease agreements + + * Provide monthly usage reports + + * Comply with all lease terms + + * Conduct regular inspections and provide documentation + + * Maintain qualified personnel for asset operation + + * Implement safety protocols appropriate to the assets + + * Report any damage or performance issues immediately + +2. **Operational Responsibilities**: Operating Series leasing TDCMSP assets must: + + * Designate specific personnel responsible for asset management + + * Implement proper training for all personnel using assets + + * Establish and follow standard operating procedures + + * Conduct regular inspections and maintenance + + * Immediately report any damage or malfunction + + * Properly account for lease expenses + + * Document all asset usage + + * Implement asset security measures + + * Return assets in specified condition upon lease termination + + * Cooperate with asset audits and assessments + +3. **Intellectual Property Compliance**: + + * Operating Series using TDCMSP intellectual property must: + + * Implement appropriate quality control measures + + * Comply with brand standards and guidelines + + * Properly mark all IP with ownership and protection notices + + * Report any known or suspected infringement + + * Maintain confidentiality of trade secrets + + * Use software and digital assets only as licensed + + * Implement employee training on IP compliance + + * Document all IP usage and revenue generation + + * Provide required royalty reports + +4. **Default and Remedy Provisions**: + + * Default on lease obligations shall trigger: + + * Written notice and cure periods as specified in the lease agreement + + * Escalation to the Company Committee if uncured + + * Potential termination of lease rights + + * Asset recovery procedures + + * Liability for any damage beyond normal wear and tear + + * Potential cross-default provisions for multiple lease agreements + + * Dispute resolution through Schedule H procedures + +#### 4.4.3 - Technology Holding Series + +1. **Purpose and Structure**: A Technology Holding Series: + + * May be established specifically for software, digital assets, and technology intellectual property + + * Shall hold technology assets developed by or for TSYS Group entities + + * Shall license such assets to appropriate Operating Series + + * May develop technology commercialization strategies + + * Shall coordinate technology protection and enforcement + + * Shall manage the technology lifecycle + + * May establish relationships with external technology partners + +2. **Technology Management Requirements**: + + * Development of formal technology roadmaps + + * Implementation of technology valuation methodologies + + * Establishment of licensing frameworks and templates + + * Security and protection protocols for digital assets + + * Version control and update management + + * Compliance with software and data regulations + + * Open source compliance monitoring + + * Technology escrow arrangements as appropriate + + * Regular technology portfolio reviews + + * Documentation of all technology assets + +3. **Licensing Structures**: + + * Internal license agreements shall include: + + * Scope of permitted use + + * Licensing fees or royalty structures + + * Maintenance and support obligations + + * Version upgrade rights + + * Customization parameters + + * Protection of source code and other sensitive assets + + * Fair market value determination methodology + + * Performance metrics and service levels if applicable + + +### Section 4.5 - Cell Series Provisions + +#### 4.5.1 - Cell Series Establishment + +1. **Creation Requirements**: Establishment of a Cell Series requires: + + * Explicit Board approval by a two-thirds majority vote + + * Filing of required notices with the Texas Secretary of State + + * Execution of a cell series operating agreement + + * Compliance with all applicable regulatory requirements + + * Completion of a comprehensive business plan and risk assessment + + * Identification of initial subsidiary series to be created + + * Implementation of enhanced governance and compliance systems + +2. **Cell Purpose Statement**: The proposal for a Cell Series must include a detailed purpose statement describing: + + * Strategic rationale for the cell structure + + * Types of subsidiary series to be created + + * Governance relationship with the Company + + * Economic structure and capital requirements + + * Risk management framework + + * Target markets and business objectives + + * Projected financial performance + + * Long-term growth and development plans + + * Competitive analysis and market positioning + + * Exit strategy or long-term sustainability plan + +3. **Capitalization Requirements**: + + * Minimum initial capitalization as determined by the Board + + * Capital adequacy framework appropriate to planned activities + + * Funding mechanisms for subsidiary series + + * Reserve requirements for operational contingencies + + * Capital deployment schedules and milestones + + * Financial covenants to ensure ongoing solvency + + * Quarterly financial reporting to the Board + +#### 4.5.2 - Cell Series Governance + +1. **Independent Governance**: A Cell Series may: + + * Establish and maintain an independent Series board + + * Create specialized governance committees + + * Implement governance structures independent from the Company Committee + + * Develop its own policies and procedures + + * Establish executive leadership positions + + * Implement unique incentive and compensation structures + + * Develop proprietary operating procedures + +2. **Governance Requirements**: All Cell Series must: + + * Document governance structures in the cell series operating agreement + + * Establish clear reporting relationships to the Board + + * Implement appropriate controls and compliance measures + + * Maintain compliance with Company requirements + + * Submit quarterly governance reports to the Board + + * Conduct annual governance effectiveness reviews + + * Implement succession planning for key leadership positions + + * Maintain appropriate committee structures + + * Document all governance decisions in the electronic records system + +3. **Oversight and Accountability**: + + * Cell Series boards shall be accountable to the Board + + * Annual performance evaluations of the Cell Series board + + * Regular governance audits by the Company Committee + + * Transparency in decision-making processes + + * Conflicts of interest management and disclosure + + * Ethics and compliance program appropriate to activities + + * Whistleblower protection mechanisms + + * Direct reporting line to the Board for compliance concerns + +#### 4.5.3 - Cell Series Structure + +1. **Multi-Series Framework**: A Cell Series: + + * May contain multiple subsidiary series + + * Provides administrative oversight for all subsidiary series + + * Establishes common policies across subsidiary series + + * Maintains compliance for the entire cell structure + + * Implements standardized operating procedures + + * Provides shared services to subsidiary series + + * Coordinates strategic planning across subsidiary series + + * Establishes branding and market positioning + +2. **Subsidiary Independence**: Each subsidiary series within a Cell Series: + + * Maintains complete asset and liability isolation + + * Operates independently according to its specific purpose + + * Has its own membership interests + + * Is subject to all provisions of Section 4.2 + + * Maintains separate financial records + + * Has its own governance structure within cell framework + + * Retains operational autonomy within cell policies + + * May have distinct branding and market positioning + +3. **Inter-Series Relationships**: + + * Formal service agreements must exist between Cell Series and subsidiary series + + * All inter-series transactions must be at fair market value + + * Resource sharing must be documented with clear allocation methodologies + + * Cost sharing arrangements must be formalized and equitable + + * Intellectual property licensing must be properly documented + + * Personnel sharing must follow Section 4.2.2(4) + + * Transfer pricing documentation must be maintained + +#### 4.5.4 - Subsidiary Series Creation + +1. **Creation Authority**: A Cell Series may create subsidiary series: + + * Under its own authority as established in its cell series operating agreement + + * Without requiring specific Company Board approval for each subsidiary + + * Subject to any limitations in its cell series operating agreement + + * In compliance with all requirements of this Agreement + + * Following standardized establishment procedures + + * With proper capitalization and business planning + + * After appropriate market and risk assessment + +2. **Documentation Requirements**: For each subsidiary series created, the Cell Series must: + + * File all required notices with the Texas Secretary of State + + * Execute a subsidiary series operating agreement + + * Establish separate books and records + + * Obtain a separate EIN if required + + * Notify the Company Committee within 10 business days of creation + + * Implement required compliance and governance systems + + * Establish appropriate banking and financial accounts + + * Document the business purpose and operational parameters + + * Implement required securities law compliance measures + +3. **Establishment Standards**: + + * Cell Series shall develop standardized criteria for subsidiary creation + + * Formal feasibility and due diligence process shall be documented + + * Minimum viability metrics shall be established + + * Anti-cannibalization analysis for overlap with existing series + + * Competitive impact assessment within TSYS Group + + * Resource allocation planning + + * Market entry strategy + + * Personnel requirements and sourcing plans + +#### 4.5.5 - Cell Series Board Powers + +1. **Authorized Powers**: A Cell Series board shall have authority to: + + * Establish subsidiary series + + * Set internal governance policies + + * Approve subsidiary series actions + + * Monitor subsidiary compliance + + * Manage resource allocation across the cell + + * Implement strategic initiatives within the cell + + * Establish compensation structures + + * Approve significant contracts and commitments + + * Manage capital deployment within the cell + + * Resolve disputes between subsidiary series + + * Approve merger or acquisition activities + + * Oversee risk management + +2. **Limitations on Powers**: A Cell Series board may not: + + * Override Company service provider requirements + + * Violate or modify any provisions of this Agreement + + * Create obligations binding on the Company or other series + + * Take any action that would threaten series isolation + + * Issue securities non-compliant with Article 5 + + * Modify the capital raising requirements in Section 3.3 + + * Establish governance structures in conflict with this Agreement + + * Enter into agreements binding the Company + + * Create cross-series liability or guarantees + +3. **Compliance Oversight**: Each Cell Series shall be subject to: + + * Company Committee oversight for overall compliance + + * Annual compliance audits + + * Regular reporting requirements + + * Remediation obligations for any identified compliance issues + + * Risk-based monitoring by appropriate Board committees + + * Periodic governance reviews + + * Compliance with all regulatory requirements + + * Implementation of recommended remedial measures + +4. **Strategic Planning Authority**: + + * Development of multi-year strategic plans for the Cell Series + + * Resource allocation across subsidiary series + + * Capital deployment planning and prioritization + + * Market development and expansion strategies + + * Technology roadmap development + + * Talent acquisition and development programs + + * Innovation and research initiatives + + * Strategic partnership development + +5. **Financial Management Powers**: + + * Budget approval for the Cell Series and subsidiaries + + * Capital expenditure authorization within approved limits + + * Financial performance monitoring and intervention when necessary + + * Reserve policy implementation + + * Distribution approval in accordance with operating agreements + + * Financial restructuring of subsidiary series when necessary + + * Implementation of financial controls + + * Audit oversight and response management + +### Section 4.6 - Permanently Established Series + +#### 4.6.1 - Designation of Permanent Series + +The following series are hereby established as permanent series of the Company. They shall adopt and operate under this Agreement until such time as they adopt their own series operating agreements consistent with this Agreement. + +1. **Wyble Family Office Group Cell Series**: + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ManagementCompany (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ReachableCEOEnterprises (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TSYSCompanyMember (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - REDWFO-ManagementCo-Member (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - RWSCP-ManagementCo-Member (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - KNELMember (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TCTCMember (series) LLC + +2. **Redwood Family Office Group Cell Series**: + + * Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Redwood Family Office Group (Cell) - ManagementCo (series) LLC + +3. **Redwood Springs Capital Partners Group Cell Series**: + + * Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) - ManagementCo (series) LLC + +4. **Operational Entities of the Company**: + + * Turnkey Network Systems LLC - Known Element Enterprises (series) LLC + + * Turnkey Network Systems LLC - The Campus Trading Company (series) LLC + +#### 4.6.2 - Permanent Series Restrictions and Governance + +1. **General Series Restrictions**: The following restrictions apply to all series established under Section 4.6.1: + + * Those series may not be dissolved + + * No additional members may be added to those series + + * No members may be removed from those series + + * Their essential purpose and function may not be materially altered + + * Their governing structures must be maintained as specified in their respective series operating agreements + + * Their fundamental rights and obligations under this Agreement cannot be modified + + * They retain absolute priority in governance succession matters + +2. **Modification Limitations**: The provisions of this Section 4.6 may not be: + + * Amended except with unanimous consent of all series members and the Board + + * Overridden by any series operating agreement + + * Modified through any Board or committee action + + * Interpreted in a manner that would diminish the rights of permanent series + + * Circumvented through indirect means or restructuring + + * Subject to any waiver + +3. **Permanent Series Documentation**: + + * All permanent series shall maintain comprehensive documentation of their founding purpose + + * Special archiving requirements apply to permanent series governance records + + * Formal succession planning documentation must be maintained + + * Historical operation records must be preserved indefinitely + + * Documented rationale for all major decisions must be maintained + +#### 4.6.3 - Special Purpose Series Provisions + +##### 4.6.3.1 - Wyble Family Office Group (Cell) (series) LLC (aka WFO Group) + +1. **Purpose and Status**: WFO Group and its subsidiary series: + + * Is the private, multi-family, multi-state, multi-generational family office LLC of the Company founders (Charles Wyble and Patti Wyble) + + * Shall have no voting rights in the Company or its series (voting rights in Company operational series will be held directly by Charles Wyble and/or Patti Wyble) + + * Will only hold Class B Profit Interests in various Company series + + * Serves as a centralized management entity for the founders’ interests + + * Functions as a legacy planning vehicle for intergenerational wealth transfer + + * Acts as a strategic holding company for founder investments + + * Maintains separate investment strategies from the Company’s operational focus + +2. **Delegation of Control**: WFO Group and/or its relevant subsidiaries permanently and irrevocably delegate control of: + + * The Company + + * The permanent Company series it’s the sole member of (KNEL/TheCampus/RWSCP/REDWFO and/or subsidiaries thereof) + + to the relevant Board and/or officers as appropriate per the relevant operating agreement provisions. + +3. **Operational Authority Delegation**: WFO Group and WFO Group Management Company permanently and irrevocably delegate their operational authority to: + + * Charles Wyble and Patti Wyble + + * The Charles Wyble And Patti Wyble Living Trust + + * The WFO Group Board (which shall consist of Charles Wyble and Patti Wyble as founding members) + + * Such succession trustees or beneficiaries as may be designated in the WFO Group succession plan + + * Such professional advisors as may be appointed by the above parties + +4. **Operational Independence**: WFO Group and all of its subsidiaries shall: + + * Operate independently of the Company Board and its committees, with its own Cell Board having full authority over WFO Group funds + + * Maintain its own governance structure + + * Have full authority to establish and govern its subsidiary series without needing the Company Board approval + + * Not be subject to Company Committee or Company Board oversight + + * Utilize KNEL/TheCampus systems like all other series + + * May have its own banking relationships + + * May receive external capital directly from Charles Wyble and Patti Wyble and/or The Charles Wyble and Patti Wyble Living Trust + + * May establish its own investment policies and strategies + + * May engage professional advisors and service providers + + * May establish its own administrative systems in addition to KNEL/TheCampus systems + + * May create additional subsidiaries for specialized purposes + +5. **Succession Planning Provisions**: + + * WFO Group shall maintain a comprehensive succession plan + + * The succession plan shall be reviewed and updated annually + + * Succession events shall trigger predefined governance transitions + + * Successor training and development programs shall be established + + * Key documentation shall be maintained in secure repositories with appropriate access controls + + * Professional advisors shall be engaged to ensure succession planning effectiveness + +##### 4.6.3.2 - Redwood Family Office Group (Cell) (series) LLC (aka REDWFO) + +1. **Purpose and Status**: REDWFO and its subsidiary series: + + * Is the public, multi-series, multi-party, multi-stakeholder family office LLC for Company stakeholders + + * Has a broad mandate to maximize benefit for all of its members + + * Provides top-tier benefits packages for all Company stakeholders that elect to utilize its offerings + + * Operates as a comprehensive wealth management platform + + * Facilitates collective investment opportunities for members + + * Provides financial education and planning resources + + * Negotiates group rates for insurance and other benefits + + * Coordinates philanthropic activities for members + + * Supports professional development for stakeholder families + +2. **Balancing Role**: REDWFO is established as a balancing entity to the Board and Founder/Investor class members, recognizing that benefits are a core component of stakeholder value rather than merely a cost of doing business. + +3. **Operational Independence**: REDWFO and all of its subsidiaries shall: + + * Operate independently of the Company Board and its committees, with its own Cell Board having full authority over REDWFO funds and operations + + * Maintain its own governance structure + + * Have full authority to establish and govern its subsidiary series without needing the Company Board approval + + * Be subject to minimal Company Committee oversight for compliance + + * May establish its own COO and other officers + + * Utilize KNEL/TheCampus systems like all other series + + * Operate without generating profit, as specified in Section 4.6.5 + + * Develop and implement a member-driven strategic plan + + * Establish objective metrics for measuring stakeholder benefit + + * Create transparent reporting structures for members + + * Implement feedback mechanisms for continuous improvement + +4. **Benefit Program Development**: + + * Annual assessment of stakeholder needs and preferences + + * Benchmarking against industry-leading benefit programs + + * Regular review and enhancement of benefit offerings + + * Customization options for members with diverse needs + + * Collective negotiation of benefit program terms + + * Focus on both financial and lifestyle benefits + + * Implementation of wellness and quality of life initiatives + +5. **Membership Structure**: + + * Eligibility criteria for various stakeholder categories + + * Differentiated benefit access based on role and tenure + + * Clearly defined rights and responsibilities of members + + * Structured onboarding process for new members + + * Regular member communication and education + + * Member advisory council with representative governance + +#### 4.6.4 - Operating Series Governance + +Known Element Enterprises (series) LLC and The Campus Trading Company (series) LLC shall: + +1. **Be subject to Board oversight** + +2. **Be subject to Company Committee and any other relevant Board committee oversight** + +3. **Establish their own operating agreements as soon as is practical** + +4. **Operate in accordance with the service provider requirements established in Article 3** + +5. **Implement specialized governance appropriate to their service functions**: + + * Establish technical advisory boards with domain expertise + + * Implement user feedback mechanisms from other series + + * Create service development roadmaps with stakeholder input + + * Establish transparent performance metrics + + * Develop formal service catalogs with defined SLAs + + * Implement change management processes + + * Conduct regular service reviews with all series + + * Establish clear escalation paths for service issues + +6. **Operational Requirements**: + + * Maintain comprehensive documentation of all systems and services + + * Implement robust quality assurance processes + + * Establish business continuity and disaster recovery capabilities + + * Conduct regular security assessments and remediations + + * Maintain required industry certifications + + * Provide regular training and professional development for staff + + * Establish knowledge management systems + +#### 4.6.5 - Cost-Only Operation Requirements + +1. **Cost-Only Designation**: The following series shall operate on a cost-only basis and shall not generate profit: + + * Known Element Enterprises (series) LLC + + * The Campus Trading Company (series) LLC + + * Redwood Family Office Group (series) LLC (any profit generated from investment shall be automatically invested back into itself to provide additional benefit to its stakeholders) + +2. **Operational Requirements**: These cost-only series shall: + + * Operate solely to cover operational costs without markup + + * Not markup services or products above cost + + * Not retain earnings beyond operational requirements and reasonable reserves + + * Not make distributions of profit + + * Maintain transparent cost accounting with quarterly reporting + + * Undergo annual cost audits by independent third parties + + * Regularly adjust pricing to maintain cost-only status + + * Implement efficiency improvements to reduce costs + + * Provide detailed cost breakdown to users + + * Benchmark costs against external providers annually + +3. **Reserve Requirements**: Cost-only series may maintain reasonable reserves only for: + + * Equipment replacement and upgrades + + * Facility maintenance and improvements + + * Emergency funds + + * Research and development directly related to service improvements + + * Training and professional development for personnel + + * Technology updates and enhancements + + * Compliance with regulatory requirements + + * Innovation initiatives with clear benefit to service users + + All reserves shall be: + + * Clearly documented in financial statements + + * Subject to annual review and approval by the Audit and Finance Committee + + * Limited to a maximum of 15% of annual operating expenses unless specifically approved by the Board + + * Maintained in segregated accounts + + * Reported quarterly to all service users with explanation of purpose and utilization plans + + * Subject to policy guidelines established by the Board + + * Invested in accordance with Board-approved investment policies + +4. **Transparency Obligations**: Cost-only series must: + + * Provide detailed cost breakdowns to all service users + + * Publish quarterly financial reports + + * Make all financial records available for review by service users + + * Conduct annual town hall meetings to review finances with stakeholders + + * Implement open-book management practices + + * Respond promptly to information requests + + * Provide advance notice of any significant cost changes + + * Document methodologies for cost allocation + + * Maintain historical cost data for trend analysis + + * Publish efficiency and cost-saving metrics + +5. **Financial Management Requirements**: + + * Implementation of zero-based budgeting processes + + * Regular cost optimization reviews + + * Formal approval process for significant expenditures + + * Documented procurement policies with competitive bidding + + * Regular vendor performance reviews + + * Implementation of efficiency metrics and targets + + * Continuous improvement initiatives focused on cost reduction + + * Technology assessment for cost-saving opportunities + +## ARTICLE 5 - MEMBERSHIP INTEREST CLASSIFICATIONS + +### Section 5.1 - Membership Interest Class Structure + +#### 5.1.1 - Three-Class System Establishment + +1. **Mandatory Classification Structure**: All membership interests in any series shall be divided into the following three classes: + a. Class A Membership Interests (“Regular Members”) + b. Class B Membership Interests (“Economic Interest Members”) + c. Class C Membership Interests (“Involuntary Members”) + +2. **No Unclassified Interests**: No series may issue or maintain any membership interest that is not classified within one of these three classes. Any attempt to create an unclassified membership interest shall be void and of no effect. + +3. **No Capital Interests**: As specified in Section 1.2, no series shall issue capital interests or maintain capital accounts. All economic rights shall be structured exclusively as profit interests through the three-class system established in this Article. + +#### 5.1.2 - Purpose and Legal Basis + +1. **Protective Purpose**: This mandatory class structure is established to: + a. Protect the integrity of the Company and its series; + b. Prevent members from being forced into unwanted business relationships with creditors, ex-spouses, or other parties who may acquire interests through involuntary transfers; + c. Ensure operational continuity and business stability; + d. Prevent dissolution or asset liquidation by involuntary members; and + e. Establish a clear framework for the allocation of governance and economic rights. + +2. **Legal Basis**: This classification system is established pursuant to: + a. The contractual freedom provided by the Texas Business Organizations Code § 101.052; + b. The series provisions of the Texas Business Organizations Code § 101.601 et seq.; + c. The rights of companies to restrict transfers under Texas Business Organizations Code § 101.108; and + d. Applicable case law upholding the enforceability of membership class distinctions. + +3. **Acknowledgment of Member Agreement**: By acquiring any membership interest in any series, each member explicitly acknowledges and agrees to: + a. The classification system established in this Article; + b. The automatic conversion provisions of Section 5.5; + c. The transfer restrictions of Section 5.6; and + d. All other provisions relating to membership interests contained in this Agreement. + +### Section 5.2 - Class A Membership Interests (Regular Members) + +#### 5.2.1 - Definition and Qualification + +1. **Class A Definition**: Class A Membership Interests are membership interests with full voting and economic rights, acquired exclusively through: + a. Initial issuance upon series formation; + b. Issuance of new membership interests with proper approval by existing series members and the Company Committee; + c. Transfer from an existing Class A member with all required approvals as specified in the applicable series operating agreement and Section 5.6; or + d. Conversion from another class as specifically authorized in a series operating agreement and approved by the Company Committee. + +2. **Qualification Requirements**: To qualify for and maintain Class A membership, a person must: + a. Be a natural person or an entity approved by the existing Class A members and the Company Committee; + b. Meet any additional qualification requirements specified in the applicable series operating agreement; + c. Execute a subscription agreement and any other required documentation; + d. Acknowledge and agree to be bound by this Agreement and the applicable series operating agreement; and + e. Not be subject to any disqualification events as defined in the applicable series operating agreement. + +#### 5.2.2 - Rights and Privileges + +1. **Governance Rights**: Class A Members shall have: + a. Full voting rights on all matters requiring member approval, with voting power as specified in the applicable series operating agreement; + b. Right to participate in governance and decision-making processes; + c. Right to serve in circles and on committees as established under the sociocratic governance structure; + d. Right to participate in series meetings and Board meetings as specified in the applicable governance documents; + e. Right to propose and vote on series actions; + f. Right to participate in consent decision-making processes; and + g. Any other governance rights specified in the applicable series operating agreement. + +2. **Economic Rights**: Class A Members shall have: + a. Right to receive distributions of available cash flow as determined by the applicable series and in accordance with the profit interest allocation specified in the series operating agreement; + b. Right to receive allocations of profits and losses for tax purposes; + c. Right to participate in liquidation proceeds upon dissolution of the series; and + d. Other economic rights specified in the applicable series operating agreement. + +3. **Information Rights**: Class A Members shall have: + a. Right to access books and records maintained in the electronic records system; + b. Right to receive regular financial reports; + c. Right to receive tax information; + d. Right to inspect contracts and material agreements; and + e. Other information rights specified in the applicable series operating agreement. + +#### 5.2.3 - Obligations + +1. **Compliance Obligations**: Class A Members shall: + + a. Comply with all provisions of this Agreement and the applicable series operating agreement; + + b. Adhere to all policies and procedures established by the series and the Board; + + c. Maintain the confidentiality of series information; + + d. Discharge any fiduciary duties applicable to their role; and + + e. Fulfill any other obligations specified in the applicable series operating agreement. + +2. **Notification Requirements**: Class A Members must immediately notify the series and the Company Committee of: + + a. Any legal proceedings that may affect their membership interest; + + b. Any bankruptcy proceedings; + + c. Any divorce proceedings where the membership interest may be contested; + + d. Any creditor claims against their membership interest; and + + e. Any other event that could trigger conversion to Class C status under Section 5.5. + +3. **Conflict of Interest Obligations**: Class A Members shall: + + a. Disclose in writing all actual and potential conflicts of interest; + + b. Annually certify compliance with conflict of interest policies; + + c. Recuse themselves from voting on matters where they have a conflict; + + d. Not compete with the series or Company without prior written authorization; + + e. Not usurp business opportunities that should first be offered to the series; and + + f. Not use series property, information, or position for improper personal gain. + +### Section 5.3 - Class B Membership Interests (Economic Interest Members) + +#### 5.3.1 - Definition and Classification + +1. **Class B Definition**: Class B Membership Interests are membership interests with economic rights only and no governance rights, which may be: + a. Issued directly as Class B interests upon series formation; + b. Issued as new Class B interests with proper approval as specified in the applicable series operating agreement; + c. Transferred from an existing Class B member with required approvals; or + d. Created through voluntary conversion of Class A interests as provided in a series operating agreement. + +2. **Purpose of Class B Interests**: Class B interests are designed to: + a. Allow for profit sharing without governance participation; + b. Facilitate estate planning and generational wealth transfer; + c. Enable strategic economic alignments with partners; + d. Support profit-sharing arrangements with stakeholders; and + e. Separate economic participation from operational decision-making. + +#### 5.3.2 - Limited Rights + +1. **Economic Rights Only**: Class B Members shall have: + a. Right to receive distributions if and when declared (economic rights only); + b. Right to receive allocations of profits and losses for tax purposes; + c. Right to receive financial reports and tax information necessary for tax reporting; + d. Right to receive notice of material events affecting economic rights; and + e. Right to transfer the Class B interest subject to the same restrictions and automatic conversion rules applicable to all membership interests. + +2. **Right to Information**: Class B Members shall receive: + a. Annual financial statements of the series; + b. Tax information necessary for income tax reporting; + c. Notice of any material events that could reasonably be expected to materially and adversely affect their economic rights; and + d. Such other information as may be specified in the applicable series operating agreement. + +#### 5.3.3 - Restrictions and Limitations + +1. **No Governance Rights**: Class B Members shall have: + a. No voting rights on any matter; + b. No right to participate in management or operations; + c. No right to participate in any company meetings except as specifically permitted in the series operating agreement; + d. No right to serve on boards, committees, or in circles; + e. No right to inspect books and records beyond financial reports and tax information; + f. No right to initiate dissolution, liquidation, or asset sales; + g. No right to force distributions; + h. No right to participate in discussions at meetings; and + i. No right to approve or object to company actions. + +2. **Additional Limitations**: Class B Members: + a. May not represent the series in any capacity; + b. May not bind the series to any obligation; + c. May not use series property except as specifically authorized; + d. May not access confidential operational information; and + e. Have no fiduciary duties to the series or other members. + +### Section 5.4 - Class C Membership Interests (Involuntary Members) + +#### 5.4.1 - Definition and Classification + +1. **Class C Definition**: Class C Membership Interests are membership interests with severely limited rights that result exclusively from: + a. Court judgments or executions upon judgments affecting a membership interest; + b. Assignments of membership interests in satisfaction of a debt; + c. Charging orders against membership interests; + d. Contested divorce proceedings involving membership interests; + e. Bankruptcy proceedings involving a member; + f. Involuntary transfer by operation of law; or + g. Any other involuntary transfer mechanism. + +2. **Automatic Classification**: Any Class A or Class B interest that is involuntarily transferred through any mechanism listed in Section 5.4.1(1) shall automatically convert to a Class C interest without further action required, as provided in Section 5.5. + +#### 5.4.2 - Limited Rights + +1. **Minimal Rights**: Class C Members shall have only: + a. Right to receive notices of meetings as an observer; + b. Right to receive distributions if and when declared (economic rights only); + c. Right to receive tax information necessary for tax reporting; + d. Right to transfer the Class C interest subject to the same restrictions and automatic conversion rules; and + e. Such other minimal rights as may be required by non-waivable provisions of applicable law. + +2. **Financial Information**: Class C Members shall receive only: + a. Annual financial reports containing summary balance sheet and income statement information; + b. Tax information necessary for income tax reporting; and + c. Notice of dissolution of the series. + +#### 5.4.3 - Restrictions and Limitations + +1. **Comprehensive Restrictions**: Class C Members shall have: + a. No voting rights on any matter; + b. No right to participate in management or operations; + c. No right to serve on boards, committees, or in circles; + d. No right to inspect books and records beyond the financial reports specified in Section 5.4.2(2); + e. No right to initiate dissolution, liquidation, or asset sales; + f. No right to force distributions; + g. No right to participate in discussions at meetings; + h. No right to approve or object to company actions; + i. No right to access company facilities; + j. No right to company information beyond the minimum specified in Section 5.4.2; and + k. No right to transfer Class C interests except as provided in Section 5.6. + +2. **Additional Limitations**: Class C interests: + a. Shall not accrue any additional rights through the passage of time; + b. May be redeemed by the series at any time for fair value as determined by the series; + c. Shall not create any fiduciary duties owed to the holder; and + d. Shall not entitle the holder to any information about company operations, strategy, customers, or any other business matters. + +### Section 5.5 - Automatic Conversion Provisions + +#### 5.5.1 - Conversion from Class A or B to Class C + +1. **Automatic Conversion Events**: Conversion from Class A or Class B to Class C shall occur automatically and immediately upon: + + a. Service of a charging order affecting the membership interest; + + b. Entry of a judgment affecting the membership interest; + + c. Filing of divorce proceedings where the membership interest is contested; + + d. Assignment of the membership interest to a creditor; + + e. Filing of bankruptcy by or against the member; + + f. Death of a member, unless: + + i. The series operating agreement specifically provides for different treatment; and + + ii. The executor or personal representative of the deceased member’s estate provides written notice of intent to comply with such provisions within 30 days of the member’s death; and + + iii. All required documentation is completed within the timeframe specified in the series operating agreement, or if no timeframe is specified, within 90 days of the member’s death; or + + g. Any other event resulting in involuntary transfer or encumbrance of the membership interest. + + +#### 5.5.2 - Documentation of Conversion + +1. **Record of Conversion**: Upon becoming aware of a conversion event, the series shall: + a. Document the conversion in the electronic records system; + b. Issue a notice of conversion to the affected member and any transferee; + c. Update the membership records to reflect the Class C status; + d. Issue a new electronic certificate reflecting the Class C status; and + e. Notify other members of the series as required by the series operating agreement. + +2. **Content of Notice**: The notice of conversion shall include: + a. Identification of the affected membership interest; + b. Description of the conversion event; + c. Effective date of conversion; + d. Summary of Class C rights and limitations; + e. Reference to the governing provisions in this Agreement; and + f. Any other information required by the series operating agreement. + +3. **Effect on Series Operations**: The series may take any actions necessary to address the conversion, including: + a. Redistributing governance responsibilities; + b. Adjusting quorum and voting requirements to account for the converted interest; + c. Implementing contingency plans established for such events; and + d. Other actions specified in the series operating agreement. + +#### 5.5.3 - Prohibition on Reconversion + +1. **No Automatic Reconversion**: Class C interests shall not be automatically convertible back to Class A or Class B interests under any circumstances. + +2. **Limited Redemption Option**: A series may, in its sole discretion and if permitted by its operating agreement: + a. Redeem a Class C interest for fair value; + b. Reissue a new Class A or Class B interest to the original holder after resolving the conversion trigger event; or + c. Implement other remediation measures specified in its operating agreement. + +3. **Requirements for New Issuance**: Any reissuance of membership interests under Section 5.5.3(2) shall: + a. Be treated as an entirely new issuance, not a reconversion; + b. Require all approvals applicable to new membership interests; + c. Require new subscription documentation; and + d. Be discretionary, not mandatory, regardless of resolution of the triggering event. + +### Section 5.6 - Transfer and Assignment Restrictions + +#### 5.6.1 - General Transfer Restrictions + +1. **Comprehensive Restriction**: All transfers of membership interests, whether voluntary or involuntary, are subject to: + a. The restrictions in this Article; + b. Any additional restrictions in the applicable series operating agreement; + c. Securities law restrictions; + d. The approval requirements specified in this Section; and + e. Proper documentation in the electronic records system. + +2. **Void Transfers**: Any attempted transfer in violation of the restrictions in this Agreement or the applicable series operating agreement shall be: + a. Void and of no effect; + b. Not recognized by the Company or the series; + c. Not recorded in the records of the Company or series; and + d. Not binding on the Company or any series. + +3. **Enforcement**: The Company and each series: + a. Shall strictly enforce all transfer restrictions; + b. Shall not recognize or record prohibited transfers; + c. May take all actions necessary to prevent or reverse attempted prohibited transfers; and + d. May seek injunctive relief and damages for attempted prohibited transfers. + +#### 5.6.2 - Permitted Voluntary Transfers + +1. **Transfer Requirements**: Voluntary transfers of membership interests may be permitted only if: + a. The transfer is specifically permitted by the applicable series operating agreement; + b. The transfer receives all approvals required by the series operating agreement; + c. The transfer complies with all securities laws; + d. The transfer is properly documented according to Section 5.7; + e. The transferee meets all qualification requirements for the applicable class; and + f. The transfer does not result in more than 100 members for any series. + +2. **Approval Process**: The approval process for voluntary transfers shall: + a. Be as specified in the applicable series operating agreement; + b. Include review by the Company Committee; + c. Require documentation of securities law compliance; and + d. Be completed before any transfer becomes effective. + +3. **Right of First Refusal**: Unless otherwise specified in a series operating agreement, all proposed voluntary transfers of Class A interests shall be subject to: + a. A first right of refusal in favor of other Class A members of the series; + b. A secondary right of refusal in favor of the series itself; and + c. Procedures for exercise of such rights as detailed in the series operating agreement. + +#### 5.6.3 - Notice Requirements + +1. **Notification Obligation**: Members must immediately notify the series and the Company Committee in writing of: + a. Any offer to purchase their membership interest; + b. Any legal proceedings that may affect their membership interest; + c. Any bankruptcy filings; + d. Any divorce proceedings; + e. Any creditor claims against their membership interest; + f. Any planned voluntary transfer; and + g. Any other event that could trigger conversion to Class C status. + +2. **Notification Process**: The notification must: + a. Be in writing; + b. Be delivered to both the series and the Company Committee; + c. Include all material details of the event or proposed transfer; + d. Include copies of any relevant legal documents; and + e. Be provided within five business days of the event or offer. + +### Section 5.7 - Documentation and Certificates + +#### 5.7.1 - Electronic Certificates + +1. **Certificate Requirement**: All membership interests shall be evidenced by electronic certificates maintained in the electronic records system that: + a. Clearly indicate Class A, Class B, or Class C status; + b. Contain appropriate restrictive legends; + c. Include all information required by Section 5.7.2; and + d. Are maintained in accordance with Section 3.2. + +2. **Certificate Issuance**: Electronic certificates shall be: + a. Issued upon the initial issuance of membership interests; + b. Updated upon any transfer or conversion of membership interests; + c. Accessible to the member through the electronic records system; and + d. The definitive record of membership interest ownership. + +#### 5.7.2 - Certificate Requirements + +3. **Electronic Authentication**: All certificates shall be: + + a. Electronically signed by at least one authorized officer; + + b. Cryptographically secured to prevent alteration; + + c. Maintained with full version control and audit trail; + + d. Backed up according to the requirements of Section 3.2; + + e. Protected with advanced security features including: + + i. Unique digital watermarking; + + ii. Multi-factor authentication for access; + + iii. Blockchain-based verification system; + + iv. Tamper-evident technology that records any attempt to modify certificate data; + + v. Automatic notification to the member and Company Committee of any access or attempted modification; and + + f. Subject to quarterly security audits to verify integrity. + + +#### 5.7.3 - Class-Specific Certificate Requirements + +1. **Class A Certificate Legend**: In addition to the legends required by Section 5.7.2(2), Class A certificates shall include: + “THIS CERTIFICATE EVIDENCES CLASS A MEMBERSHIP INTERESTS WITH FULL GOVERNANCE AND ECONOMIC RIGHTS, SUBJECT TO THE COMPANY’S OPERATING AGREEMENT AND APPLICABLE SERIES OPERATING AGREEMENT. THESE INTERESTS AUTOMATICALLY CONVERT TO CLASS C INTERESTS UPON CERTAIN EVENTS AS SPECIFIED IN THE OPERATING AGREEMENT.” + +2. **Class B Certificate Legend**: In addition to the legends required by Section 5.7.2(2), Class B certificates shall include: + “THIS CERTIFICATE EVIDENCES CLASS B MEMBERSHIP INTERESTS WITH ECONOMIC RIGHTS ONLY AND NO GOVERNANCE RIGHTS. THE HOLDER HAS NO VOTING RIGHTS AND NO RIGHT TO PARTICIPATE IN MANAGEMENT. THESE INTERESTS AUTOMATICALLY CONVERT TO CLASS C INTERESTS UPON CERTAIN EVENTS AS SPECIFIED IN THE OPERATING AGREEMENT.” + +3. **Class C Certificate Legend**: In addition to the legends required by Section 5.7.2(2), Class C certificates shall include: + “THIS CERTIFICATE EVIDENCES CLASS C MEMBERSHIP INTERESTS WITH SEVERELY LIMITED RIGHTS. THE HOLDER HAS NO VOTING RIGHTS, NO MANAGEMENT RIGHTS, AND LIMITED ECONOMIC RIGHTS AS SPECIFIED IN THE OPERATING AGREEMENT.” + +### Section 5.8 - Implementation + +#### 5.8.1 - Classification of Existing Membership Interests + +1. **Initial Classification**: All existing membership interests as of the Effective Date shall be classified as follows: + a. Interests held by active participating members shall be classified as Class A interests unless conditions for Class B or Class C status already exist; + b. Interests held solely for economic participation without governance involvement shall be classified as Class B interests; and + c. Interests that have been subject to involuntary transfer events specified in Section 5.4.1(1) shall be classified as Class C interests. + +2. **Classification Process**: + a. The Company Committee shall determine the initial classification of all existing membership interests within 60 days of the Effective Date; + b. The Company Committee shall provide written notice of classification to all holders; + c. Members may appeal their classification to the Company Committee within 30 days of notice; and + d. The Company Committee shall resolve all appeals within 30 days, with its decision being final. + +#### 5.8.2 - Issuance of New Certificates + +1. **Certificate Issuance Timeline**: New electronic certificates reflecting the classifications determined under Section 5.8.1 shall be issued: + a. Within 90 days of the Effective Date; + b. Through the electronic records system; + c. With all required content and legends as specified in Section 5.7; and + d. With notice to all members. + +2. **Member Verification Requirement**: Each member shall: + a. Verify the accuracy of their certificate information; + b. Report any discrepancies within 30 days of issuance; and + c. Be deemed to have accepted the certificate if no discrepancies are reported within the 30-day period. + +#### 5.8.3 - Future Issuances + +1. **Classification Requirement**: All new membership interests issued after the Effective Date shall: + a. Be explicitly classified as Class A or Class B at the time of issuance; + b. Be evidenced by electronic certificates as specified in Section 5.7; + c. Be properly documented in the electronic records system; and + d. Comply with all applicable securities laws. + +2. **Documentation Requirements**: All new issuances shall be documented with: + a. A subscription agreement executed by the member; + b. Securities law compliance documentation; + c. Member qualification verification; + d. Appropriate approvals as required by this Agreement and the applicable series operating agreement; and + e. Electronic certificates issued immediately upon completion of the issuance. + +## ARTICLE 6 - COMPANY RESTRICTIONS + +### Section 6.1 - Company Membership and Prohibited Activities + +1. **Company Membership**: + + a. Wyble Family Office LLC shall be the sole member of the Company; + + b. The sole member cannot be removed; + + c. No additional members may be added; and + + d. This membership provision cannot be amended or modified. + +2. **Prohibited Activities**: The Company shall not: + + a. Conduct any business operations unrelated to series administration; + + b. Own any assets other than those necessary for administrative functions; + + c. Make any distributions; + + d. Allocate any profits or losses; + + e. Merge with any other entity; or + + f. Dissolve or terminate its existence. + +### Section 6.2 - Administrative Assets + +The Company may maintain only those assets necessary for series administration, including: + +a. Bank accounts solely for administrative expenses; + +b. Records and filing systems; + +c. Administrative support systems; + +d. Software, licenses, and technological tools required for administration; + +e. Office equipment required for administrative functions; + +f. Contractual rights necessary for series administration; and + +g. Intellectual property related to Company identity and administration. + +## ARTICLE 7 - GOVERNANCE STRUCTURE +### Section 7.1 - TSYS Group Board + +1. **Board Authority and Responsibilities**: The TSYS Group Board of Directors shall: + + a. Serve as the ultimate governing body for all TSYS Group entities; + + b. Establish and oversee various sub-committees; + + c. Set overall strategic direction and policies; + + d. Ensure compliance with all applicable laws and regulations; and + + e. Maintain fiduciary responsibility for the entire TSYS Group enterprise. + +2. **Standing Committees**: The Board shall maintain the following standing committees for series oversight: + + a. Company Committee (primary governance of Turnkey Network Systems LLC); + + b. Audit and Finance Committee; + + c. Risk Management Committee; + + d. Compliance and Ethics Committee; + + e. Technology Oversight Committee; + + f. Corporate Responsibility Committee; + + g. Operations Committee; and + + h. Additional committees as determined by the Board. + +3. **Committee Governance**: Each committee shall: + + a. Operate under a separate committee charter; + + b. Have specific oversight responsibilities; + + c. Report regularly to the full Board; + + d. Coordinate with other committees as needed; + + e. Maintain minutes of all meetings in the electronic records system; and + + f. Conduct annual self-evaluations of committee performance. + +### Section 7.2 - Conflict of Interest and Independence Protocols + +1. Conflict of Interest Prevention: a. **Mandatory Disclosure**: + + - Annual comprehensive conflict of interest disclosure + - Immediate reporting of potential conflicts + - Detailed documentation of potential conflicts + - Transparent review process + + b. **Conflict Identification Criteria**: + + - Financial interests in company operations + - Personal relationships affecting decision-making + - External business affiliations + - Potential indirect benefits + - Situations creating appearance of impropriety + + c. **Conflict Management Process**: + + - Immediate recusal from related decisions + - Potential reassignment of responsibilities + - Comprehensive conflict resolution protocols + - Potential removal from position for significant conflicts + +2. Independence Standards: + + - Maintain strict independence requirements + - Periodic review of independence status + - Transparent independence verification process + +3. Remediation and Enforcement: + + - Clear consequences for independence violations + - Structured appeal and review mechanism + - Preservation of organizational integrity + +### Section 7.2.1 - Integration of Corporate and Sociocratic Governance + +1. **Spheres of Authority**: + + a. **Board and Committees**: Have primary authority over: + * Strategic direction + * Capital allocation decisions + * Major structural changes + * Compliance oversight + * Risk management + * Financial performance + + b. **Sociocratic Circles**: Have primary authority over: + * Operational decisions within policy boundaries + * Implementation of strategic initiatives + * Day-to-day management + * Operational process design + * Team composition and roles + * Service delivery methods + +2. **Decision-Making Framework**: + + a. **Strategic Decisions**: Made by the Board and Committees using traditional governance processes. + + b. **Operational Decisions**: Made by circles using sociocratic consent-based processes. + + c. **Mixed Decisions**: For decisions falling between strategic and operational domains: + * Initial proposal originates from the appropriate circle + * The proposal is refined through double-linking communication + * Final approval follows the consent process in both systems + +3. **Conflict Resolution Process**: + + a. **Level 1**: Conflicts are first addressed through the double-linked representatives. + + b. **Level 2**: Unresolved conflicts are escalated to a joint meeting of circle leaders and committee representatives. + + c. **Level 3**: If still unresolved, the Compliance and Ethics Committee shall serve as the final arbiter. + +4. **Review Mechanism**: + + a. The Compliance and Ethics Committee shall conduct an annual review of the governance integration effectiveness. + + b. Recommendations for governance improvements shall be presented to both the Board and General Circle annually. + +### Section 7.3 - Company Committee + +1. **Composition**: + + a. The Company Committee shall consist of no fewer than three (3) and no more than seven (7) independent directors; + + b. All Company Committee members must meet the Independent Director criteria defined in Article 2; and + + c. Members shall be elected by a majority vote of all series members. + +2. **Powers and Duties**: + + a. Direct oversight of the Company and its series; + + b. Approval of new series establishment; + + c. Enforcement of service provider requirements; + + d. Monitoring compliance with this Agreement; + + e. Regular reporting to the TSYS Group Board; and + + f. Coordinate with other Board committees regarding: + + i. Audit and financial matters; + + ii. Risk management; + + iii. Compliance and ethics; + + iv. Technology oversight; + + v. Operational matters; and + + vi. Other areas as defined in committee charters. + +3. **Term and Election**: + + a. Directors shall serve two-year staggered terms; + + b. Elections shall be held annually for expiring positions; and + + c. No director may serve more than three consecutive terms. + +### Section 7.4 - Director Independence + +### 1. Independence Requirements + +Directors must meet all independence requirements as defined in Article 2 and must annually certify their continued independence. A Director shall not be considered independent if: + +a. Material Business Relationships exist, defined as: + +* Any commercial relationship with a series exceeding $10,000 in annual value +* Any consulting or advisory relationship with a series +* Any position (employee, contractor, or advisor) with a series +* Any ownership interest in a vendor to any series +* Any loans or financial obligations between the Director and any series +* Any joint venture or partnership interest with any series + +b. Family Relationships exist, defined as: + +* Immediate family members (spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law) who: + + * Are series members + * Are employed by any series + * Have material business relationships with any series + * Have a financial interest in any series + +### 2. Independence Review Period + +a. Initial Assessment: + +* Independence must be verified before appointment +* Full disclosure of all relationships required +* Review by Company Committee required + +b. Annual Review: + +* Annual independence certification required +* Full review of all relationships +* Updated disclosure of any changes + +### 3. Grace Periods for Independence Violations + +a. Inadvertent Violations: + +* 30-day cure period for inadvertent violations discovered by Director +* Director must provide written notice within 5 business days of discovering violation +* Violation must be curable through Director's own actions +* Company Committee may extend cure period by up to 30 additional days + +b. De Minimis Violations: + +* Violations involving less than $1,000 in annual value +* Must be disclosed immediately upon discovery +* Must be cured within 60 days +* Limited to one occurrence per Director per year + +c. Material Violations: + +* No grace period for intentional violations +* No grace period for violations exceeding de minimis thresholds +* Immediate resignation required + +### 4. Resignation Requirements + +Directors must immediately resign if: + +* They become aware of an uncurable independence violation +* They fail to cure a violation within the applicable grace period +* They cease to meet any independence requirement +* They are unable to maintain independence + +### 5. Independence Monitoring + +a. The Company Committee shall: + +* Maintain independence monitoring procedures +* Review annual certifications +* Investigate potential violations +* Document all independence determinations +* Report violations to the Board + +b. Directors shall: + +* Immediately report potential violations +* Cooperate with independence investigations +* Provide requested documentation +* Maintain accurate records of all relationships + +### Section 7.5 - Independence Violations + +1. Any violation of independence requirements results in immediate removal from the Company Committee. + +2. Series members may challenge a director’s independence through written notice to the TSYS Group Board. + +3. The TSYS Group Board, through its Compliance Committee, shall: + + a. Investigate independence challenges within five (5) business days of receipt; + + b. Issue written findings within 30 days; + + c. Maintain all investigation materials in the electronic records system; and + + d. Implement any required remedial actions within 15 days of findings. + +### Section 7.6 - Committee Meetings + +1. **Regular Meetings**: + + a. The Company Committee shall meet at least quarterly; + + b. Meeting notices must be provided at least 14 days in advance; + + c. Meetings may be held virtually or in person; and + + d. Agendas must be distributed at least 7 days in advance. + +2. **Special Meetings**: + + a. May be called by the Committee Chair or any two members; + + b. Require 48-hour notice unless waived by all members; + + c. May be held virtually or in person; and + + d. Must include specific agenda items requiring urgent attention. + +3. **Quorum and Voting**: + + a. A majority of Committee members constitutes a quorum; + + b. Actions require majority vote of members present; + + c. Each member has one vote; and + + d. No proxy voting permitted. + + +### Section 7.7 - Reporting Requirements + +1. **Reporting Schedule**: The Company Committee shall provide: + + a. Monthly reports to the TSYS Group Board; + + b. Quarterly reports to series members; + + c. Annual independence certifications; and + + d. Special reports as requested by the Board. + +2. **Report Content**: Reports shall include: + + a. Series activity and performance; + + b. Compliance matters; + + c. Risk assessments; + + d. Material changes or events; + + e. Financial performance metrics; and + + f. Other information as required by the Board. + + +### Section 7.8 - Sociocratic Principles + +The Company hereby adopts sociocratic governance principles to complement the existing governance structure. These principles shall be implemented as follows: + +1. **Circle Organization**: + - The Company’s governance shall be organized into interconnected circles + - Each circle shall have a defined domain of authority and responsibility + - Circles shall be arranged in a hierarchical structure while maintaining semi-autonomous decision-making power + - The TSYS Group Board and its committees shall function as the General Circle + +2. **Double-Linking**: + - Each circle shall be linked to its parent circle by at least two members: + - An Operational Leader appointed by the parent circle + - A Circle Representative elected by the circle members + - These links shall participate in the decision-making of both circles + - Double-linking ensures bidirectional flow of information and authority + +3. **Consent-Based Decision-Making**: + - Circle decisions shall be made by consent rather than majority vote + - Consent exists when no circle member presents a reasoned, paramount objection + - Objections must be based on risks to the circle’s ability to fulfill its aim + - Consent does not require agreement or preference, only the absence of paramount objections + +4. **Sociocratic Elections**: + - Circle roles shall be filled through a consent-based election process + - Nominations and objections shall be discussed openly + - Elections shall be conducted by consent + +### Section 7.9 Circle Structure + +1. **General Circle (TSYS Group Board)**: + - Highest governance circle + - Responsible for overall direction and policy + - Includes representatives from each primary circle + +2. **Primary Circles**: + - Company Committee Circle + - Service Provider Circles: + - Known Element Enterprises Circle + - The Campus Trading Company Circle + - Cell Series Circles: + - Wyble Family Office Circle + - Redwood Family Office Circle + - Each series may establish its own circle structure + +3. **Subcircles**: + - Each primary circle may establish subcircles for specific domains + - Subcircles shall be double-linked to their parent circle + - Subcircles shall have defined aims and domains + +### Section 7.10 - Circle Operations + +1. **Circle Meetings**: + - Shall include opening round, administrative matters, agenda items, and closing round + - Shall be facilitated by a designated facilitator + - Shall include a secretary who records decisions and maintains circle records + - Meeting records shall comply with the electronic records requirements of Section 3.2 + +2. **Circle Roles**: + - Operational Leader: Appointed by parent circle, accountable for domain + - Circle Representative: Elected by circle, represents circle in parent circle + - Facilitator: Guides meeting process, ensures sociocratic principles are followed + - Secretary: Records decisions, maintains records, monitors implementation + +3. **Decision Rights**: + - Circles shall have authority to make decisions within their defined domain + - Decisions shall be policy-based rather than case-by-case + - Operational decisions within policy may be made by role-holders + +### Section 7.11 - Integration with Existing Governance + +1. **Board and Committee Structure**: + - The TSYS Group Board and its committees shall maintain their structure as defined in Article 6 + - These bodies shall integrate sociocratic principles into their operations + +2. **Decision Authority**: + - Where conflict exists between sociocratic circle decisions and Board/Committee decisions, the Board/Committee decisions shall prevail + - Circles must operate within the parameters established by this Agreement + - Sociocratic governance does not override mandatory service provider or operational requirements + +## ARTICLE 8 - PERPETUAL EXISTENCE + +### Section 8.1 - Duration + +The Company shall continue in perpetuity unless dissolved in accordance with Section 8.2 of this Agreement. + +### Section 8.2 - Dissolution Limitations + +The Company may be dissolved only under the following circumstances: + +1. By court order from a court of competent jurisdiction; + +2. If dissolution is required by operation of mandatory, non-waivable provisions of applicable law; + +3. Upon the unanimous written consent of: + + * All members of all series + * All members of the Company Committee + * The TSYS Group Board of Directors + +### Section 8.3 - Effect of Dissolution Events + +The occurrence of any of the following events shall NOT result in the dissolution of the Company: + +1. Death, incapacity, bankruptcy, or dissolution of any series member; +2. Withdrawal, resignation, or removal of any series member; +3. Assignment or transfer of any series membership interest; +4. Dissolution of any series; +5. Any change in composition of the Company Committee or TSYS Group Board; +6. Sale, transfer, or disposal of any Company or series assets; +7. Merger, acquisition, or reorganization of any series; +8. Any event that would otherwise trigger dissolution under default provisions of the Texas Business Organizations Code, to the extent such provisions may be overridden. + +### Section 8.4 - Dissolution Process + +In the event of a permitted dissolution under Section 8.2: + +1. Winding Up: + + * The Company Committee shall oversee the winding up process + * All series shall continue operations during wind-up unless specifically directed otherwise + * Required service providers shall continue services through completion of wind-up + +2. Asset Protection: + + * Series isolation shall be maintained throughout dissolution + * No series assets shall be used to satisfy Company obligations + * Each series shall retain its assets and liabilities + +3. Document Preservation: + + * All electronic records shall be preserved in accordance with Section 3.2 + * Records shall be maintained for at least seven years post-dissolution + * Access to records shall be maintained for all entitled parties + +4. Series Continuation: + + * Dissolution of the Company shall not require dissolution of any series + * Series may continue operations independently post-dissolution + * Series may reorganize under new master LLC structure + +### Section 8.5 - Dissolution Restrictions + +Notwithstanding the permitted dissolution events in Section 8.2: + +1. No dissolution shall be permitted if it would: + + * Violate any law or regulation + * Breach any contract or agreement + * Harm the interests of any series + * Disrupt essential business operations + * Compromise series isolation + * Result in unfair treatment of any series + +2. Any attempted dissolution in violation of these restrictions shall be void. + +### Section 8.6 - Survival Provisions + +The following provisions shall survive any dissolution of the Company: + +1. Series isolation provisions +2. Electronic records requirements +3. Confidentiality obligations +4. Indemnification rights +5. Dispute resolution procedures +6. Asset protection measures +7. All provisions necessary to implement an orderly wind-up + +### Section 8.7 - Series Rights Post-Dissolution + +Upon any permitted dissolution of the Company: + +1. Each series shall have the right to: + + * Continue its business operations + * Maintain its structure and governance + * Retain its assets and contracts + * Preserve its member relationships + * Reorganize under new master LLC + +2. No series shall be required to: + + * Dissolve or terminate + * Liquidate its assets + * Cease operations + * Modify its structure + * Change its governance + + +## ARTICLE 9 - SECURITIES LAW MATTERS AND RISK FACTORS + +### Section 9.1 - Securities Law Disclaimer + +THE MEMBERSHIP INTERESTS IN ANY SERIES OF THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE MEMBERSHIP INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. + +### Section 9.2 - Investment Risks + +INVESTMENT IN ANY SERIES OF THE COMPANY INVOLVES SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO: + +1. **Risk of Loss**: EACH PROSPECTIVE INVESTOR SHOULD BE AWARE THAT THEY MAY LOSE ALL OR PART OF THEIR INVESTMENT IN ANY SERIES. NO GUARANTEE OR REPRESENTATION IS MADE THAT ANY SERIES WILL ACHIEVE ITS INVESTMENT OBJECTIVES OR AVOID SUBSTANTIAL LOSSES. + +2. **Illiquidity**: THE MEMBERSHIP INTERESTS ARE HIGHLY ILLIQUID AND THERE IS NO PUBLIC MARKET FOR THE INTERESTS NOR IS ONE EXPECTED TO DEVELOP. INVESTORS MAY NOT BE ABLE TO LIQUIDATE THEIR INVESTMENT IN THE EVENT OF AN EMERGENCY OR FOR ANY OTHER REASON. + +3. **Limited Transferability**: SUBSTANTIAL RESTRICTIONS UPON THE TRANSFERABILITY OF THE MEMBERSHIP INTERESTS ARE IMPOSED BY THIS AGREEMENT AND BY FEDERAL AND STATE SECURITIES LAWS. INVESTORS MAY NOT BE ABLE TO TRANSFER THEIR INTERESTS WITHOUT COMPLIANCE WITH SUCH RESTRICTIONS. + +4. **No Assurance of Returns**: THERE CAN BE NO ASSURANCE THAT ANY SERIES WILL BE ABLE TO GENERATE RETURNS FOR ITS MEMBERS OR AVOID SUBSTANTIAL LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. + +5. **Lack of Operating History**: CERTAIN SERIES MAY BE NEWLY FORMED AND HAVE NO OPERATING HISTORY UPON WHICH PROSPECTIVE INVESTORS CAN EVALUATE LIKELY PERFORMANCE. + +6. **Dependence on Management**: SUCCESS OF ANY SERIES WILL DEPEND IN LARGE PART ON THE SKILL AND EXPERTISE OF ITS MANAGEMENT. THERE CAN BE NO ASSURANCE THAT SUCH MANAGEMENT WILL BE SUCCESSFUL. + +7. **Economic Risk**: THE SUCCESS OF ANY SERIES MAY BE AFFECTED BY GENERAL ECONOMIC CONDITIONS, INCLUDING INTEREST RATES, INFLATION RATES, AND GENERAL MARKET CONDITIONS. + +8. **Series LLC Structure Risks**: THE SERIES LLC STRUCTURE IS RELATIVELY NOVEL AND INVOLVES LEGAL UNCERTAINTIES, INCLUDING POTENTIAL CHALLENGES TO THE ASSET SEGREGATION PROTECTIONS AND VARYING TREATMENT ACROSS JURISDICTIONS. WHILE TEXAS LAW PROVIDES FOR SERIES ISOLATION, OTHER STATES OR COUNTRIES MAY NOT RECOGNIZE THESE PROTECTIONS, POTENTIALLY EXPOSING ASSETS TO CLAIMS IN THOSE JURISDICTIONS. + +9. **Tax Risks**: CHANGES IN TAX LAWS OR REGULATIONS, OR INTERPRETATIONS THEREOF, MAY ADVERSELY AFFECT THE TAX TREATMENT OF INVESTMENTS IN ANY SERIES. EACH SERIES MAY BE CLASSIFIED DIFFERENTLY FOR TAX PURPOSES, AND INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THEIR INVESTMENT. + +10. **Regulatory Risks**: CHANGES IN APPLICABLE LAWS OR REGULATIONS, OR THEIR INTERPRETATION OR ENFORCEMENT, COULD ADVERSELY AFFECT ANY SERIES. THE REGULATORY ENVIRONMENT FOR SERIES LLCs AND CERTAIN BUSINESS ACTIVITIES IS EVOLVING, AND CHANGES COULD ADVERSELY IMPACT OPERATIONS. + +11. **Technology Risks**: THE COMPANY AND ITS SERIES RELY HEAVILY ON TECHNOLOGY SYSTEMS, INCLUDING ELECTRONIC RECORD KEEPING AND SERVICE PROVIDER PLATFORMS. FAILURES, BREACHES, OR OBSOLESCENCE OF THESE SYSTEMS COULD SIGNIFICANTLY DISRUPT OPERATIONS AND AFFECT PERFORMANCE. + +12. **Service Provider Dependency**: THE MANDATORY USE OF DESIGNATED SERVICE PROVIDERS CREATES DEPENDENCY RISKS. FAILURE OF THESE SERVICE PROVIDERS COULD ADVERSELY AFFECT MULTIPLE SERIES SIMULTANEOUSLY. + + +### Section 9.3 - Acknowledgment of Risk Factors + +EACH SERIES MEMBER, BY EXECUTING THIS AGREEMENT OR A COUNTERPART HEREOF, ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THE RISK FACTORS SET FORTH IN THIS ARTICLE AND ACCEPT SUCH RISKS. + +### Section 9.4 - Private Placement Memorandum + +EACH SERIES MAY ISSUE A PRIVATE PLACEMENT MEMORANDUM OR OTHER OFFERING DOCUMENT IN CONNECTION WITH THE OFFER AND SALE OF ITS MEMBERSHIP INTERESTS. ANY SUCH DOCUMENT WILL CONTAIN ADDITIONAL DISCLOSURES, RISK FACTORS, AND OTHER INFORMATION SPECIFIC TO THAT SERIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY PRIVATE PLACEMENT MEMORANDUM OR OFFERING DOCUMENT, THE PRIVATE PLACEMENT MEMORANDUM OR OFFERING DOCUMENT SHALL CONTROL WITH RESPECT TO THE SPECIFIC SERIES TO WHICH IT RELATES. INVESTORS SHOULD CAREFULLY REVIEW ANY PRIVATE PLACEMENT MEMORANDUM OR OFFERING DOCUMENT BEFORE INVESTING. + + +## ARTICLE 10 - MISCELLANEOUS + +### Section 10.1 - Amendments + +This Agreement may be amended only by: + +- Unanimous Company Committee approval +- Unanimous approval of all series members + +### Section 10.2 - Governing Law + +This Agreement shall be governed by Texas law. + +### Section 10.3 - Severability + +If any provision of this Agreement is held invalid, the remainder shall continue in full force. + +### Section 10.4 - Dispute Resolution and Integration + +1. **Waiver of Jury Trial**: The Company, its series, all series members, and the Company Committee hereby knowingly, voluntarily, and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any transactions contemplated hereby. + +2. **Limited Arbitration**: The parties agree that arbitration shall not be required or available as a means of dispute resolution under this Agreement, except in cases involving: + + a. Criminal conduct; + + b. Fraud; + + c. Willful misconduct; + + d. Gross negligence; or + + e. Breach of fiduciary duty. + + In such cases, arbitration shall be conducted under the rules of the American Arbitration Association by a single arbitrator in Austin, Texas. + +3. **Jurisdiction and Venue**: For all matters not subject to arbitration: + + a. The state and federal courts located in Travis County, Texas shall have exclusive jurisdiction; + + b. All parties consent to personal jurisdiction in such courts; + + c. Venue shall be proper only in Travis County, Texas; and + + d. Any objections to such jurisdiction or venue are hereby waived. + + +### Section 10.5 - Texas Business Organizations Code Override + +### 1. General Principles + +a. This Agreement modifies and overrides specific provisions of the Texas Business Organizations Code ("TBOC") as explicitly enumerated herein, to the extent permitted by law. + +b. Any provision of this Agreement that conflicts with a mandatory, non-waivable provision of the TBOC shall be void only to the extent of such conflict, and shall not affect the validity of any other provisions. + +### 2. Specific TBOC Overrides + +The following TBOC provisions are specifically modified or overridden: + +a. Management Provisions (TBOC § 101.251-101.254): + +* Override default member-managed structure +* Establish custom governance through Board and committees +* Modify default management rights + +b. Meeting Requirements (TBOC § 101.351-101.358): + +* Override default meeting requirements +* Establish custom meeting procedures +* Modify notice requirements + +c. Voting Provisions (TBOC § 101.354): + +* Override default voting requirements +* Establish custom voting procedures +* Modify approval thresholds + +d. Distribution Provisions (TBOC § 101.201-101.207): + +* Override default distribution rules +* Establish custom distribution procedures +* Modify allocation requirements + +e. Assignment Provisions (TBOC § 101.301-101.307): + +* Override default assignment rules +* Establish custom transfer restrictions +* Modify membership interest rules + +f. Series Provisions (TBOC § 101.601-101.622): + +* Override default series rules +* Establish custom series requirements +* Modify series liability provisions + +### 3. Mandatory TBOC Provisions + +The following TBOC provisions remain applicable as mandatory, non-waivable requirements: + +a. Formation Requirements (TBOC § 101.001) + +b. Certificate of Formation Requirements (TBOC § 101.0515) + +c. Series Registration Requirements (TBOC § 101.602) + +d. Basic Fiduciary Duties (to the extent non-waivable) + +e. Statutory Liability Provisions (to the extent non-waivable) + +### 4. Savings Clause + +If any provision of this Agreement is found to conflict with a mandatory, non-waivable provision of the TBOC: + +a. Only the specific conflicting provision shall be void + +b. All other provisions shall remain in full force and effect + +c. The void provision shall be automatically reformed to the minimum extent necessary to comply with the TBOC + +d. The Company Committee shall have authority to amend this Agreement to address such conflicts + +### 5. Future TBOC Amendments + +a. This Agreement automatically opts out of any future TBOC amendments that may be overridden by agreement, unless: + +* The Company Committee determines adoption is beneficial +* The amendment is mandatory and non-waivable +* The amendment is required for continued series LLC status + +b. The Company Committee shall annually review all TBOC amendments and determine applicability to this Agreement. + +### Section 10.6 - Confidentiality + +1. Confidential Information Definition: + + - All non-public information related to the Company, its series, members, operations, financials, strategies, and technologies + - Includes but is not limited to trade secrets, business plans, financial data, customer information, and proprietary technologies + +2. Confidentiality Obligations: + + - Series members, directors, and authorized representatives shall maintain strict confidentiality + - Unauthorized disclosure is prohibited + - Confidentiality survives termination of membership or directorship + +3. Exceptions to Confidentiality: + + - Information already in public domain + - Information independently developed without use of Company confidential information + - Information required to be disclosed by law or court order + +4. Remedies for Breach: + + - Immediate injunctive relief + - Monetary damages + - Potential removal from series or committee + +### Section 10.7 - Indemnification + +1. Comprehensive Indemnification: + + - The Company shall indemnify directors, officers, series members, and authorized representatives to the fullest extent permitted by Texas law + - Indemnification covers legal expenses, judgments, settlements, and other costs + +2. Indemnification Conditions: + + - Individual acted in good faith + - Acted in what they reasonably believed to be the best interest of the Company + - Had no reasonable cause to believe their conduct was unlawful + +3. **Advance of Expenses**: + + a. Legal expenses shall be advanced within 30 days of request upon receipt of: + + i. A written undertaking to repay if it is ultimately determined that indemnification is not appropriate; + + ii. A written affirmation that the indemnitee believes in good faith that the standard of conduct for indemnification has been met; and + + iii. Documentation reasonably sufficient to establish the expenses incurred. + + b. The Company Committee shall review all advancement requests and may deny advancement only if: + + i. The conduct in question clearly falls outside the scope of indemnifiable actions; or + + ii. The documentation provided is materially insufficient. + + c. Any denial of advancement must include: + + i. A written explanation of the basis for denial; + + ii. Identification of additional documentation or information necessary to cure the deficiency; and + + iii. Notice of the right to appeal to the full Board. + +4. Insurance: + + - The Company may purchase and maintain directors and officers liability insurance + - Insurance shall cover individuals acting only in an official capacity + +### Section 10.8 - Force Majeure + +1. Definition of Force Majeure Events: + + - Natural disasters + - War, terrorism, civil unrest + - Government actions + - Pandemics + - Significant economic disruptions + - Cyber attacks + - Other extraordinary events beyond reasonable control + +2. Consequences of Force Majeure: + + - Temporary suspension of obligations + - No liability for failure to perform during event + - Obligation to mitigate and resume performance as soon as possible + +3. Notification Requirements: + + - Immediate electronic written notice of force majeure event + - Detailed description of event and expected duration + - Continuous updates on mitigation efforts + +### Section 10.9 - Non-Waiver and Cumulative Remedies + +1. No Waiver: + + - Failure to enforce any provision shall not constitute a waiver of future enforcement rights + - Waiver must be explicit and in writing + +2. Cumulative Remedies: + + - All remedies are cumulative + - Exercise of one remedy does not preclude exercise of other remedies + +### Section 10.10 - Representations and Warranties + +1. Company Representations: + + - Proper organization and good standing + - Authority to enter into agreement + - No conflicts with existing obligations + - All necessary approvals obtained + +2. Member Representations: + + - Legal capacity to enter agreement + - No pending legal actions that would impair ability to perform + - Accurate and complete information provided + +### Section 10.11 - Assignment and Succession + +1. Assignment Restrictions: + + - No assignment of membership interests without Company Committee approval + - Any attempted assignment without approval is void + +2. Succession: + + - Rights and obligations bind and inure to successors and permitted assigns + - Heirs and legal representatives may succeed to economic rights but not voting rights. + +### Section 10.12 - Compliance and Ethics + +1. Ethical Standards: + + - Adherence to highest ethical business standards + - Compliance with all applicable laws and regulations + - Zero tolerance for illegal or unethical conduct + +2. Reporting Mechanism: + + - Establish confidential reporting system for potential violations + - Protection for whistleblowers + - Mandatory investigation of reported issues + +### Section 10.13 - Technology and Cybersecurity + +1. **Cybersecurity Requirements**: + + a. Implement robust cybersecurity measures; + + b. Regular security audits; + + c. Incident response planning; + + d. Data protection protocols; and + + e. Data breach notification and response protocol that includes: + + i. Immediate containment procedures; + + ii. Forensic investigation requirements; + + iii. Member and stakeholder notification within 12 hours of discovery; + + iv. Regulatory compliance assessments; + + v. Remediation planning and implementation; + + vi. Post-incident analysis and reporting; and + + vii. Security enhancement measures based on findings. + + +## SIGNATURES + +IN WITNESS WHEREOF, this Amended and Restated Operating Agreement has been executed effective as of [EFFECTIVE DATE]. + +Pursuant to Article 3 of this Agreement and in compliance with the electronic recordkeeping requirements contained herein, this Agreement shall be executed solely through the Known Element Enterprises (KNEL) Electronic Signature System and recorded in the Turnkey Network Systems (TSYS) Enterprise Resource Planning (ERP) instance. Physical signatures shall neither be required nor accepted. + +Electronic signatures executed through the KNEL Electronic Signature System shall have the same legal effect, validity, and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including but not limited to the Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any applicable state laws. + +Each signatory represents and warrants that: + +1. They have the authority to execute this Agreement on behalf of the entity they represent; + +2. They have reviewed this Agreement in its entirety; + +3. They understand and agree to all terms and conditions contained herein; and + +4. Their electronic signature constitutes their free, voluntary, and binding act. + +Upon execution, this Agreement shall be automatically recorded and maintained within the KNEL E-sign system as the authoritative copy pursuant to the electronic recordkeeping requirements of this Agreement. Each signatory shall receive electronic confirmation of execution and access to the fully executed Agreement through the KNEL E-Sign system. + +[ELECTRONIC SIGNATURE BLOCKS FOR EACH REQUIRED SIGNATORY] + + +## SCHEDULES + + +### Schedule A: Detailed description of IT Services provided by Known Element Enterprises + +### Schedule B: Detailed description of Transaction and Treasury Services provided by The Campus Trading Company + +### Schedule C: Organizational chart of TSYS Group entities + +### Schedule D: List of permanently established series + +### Schedule E: Governance structure diagram + +### Schedule F: Required securities law legends and notices + +### Schedule G: Service Level Agreement (SLA) requirements and templates + +### Schedule H: Dispute resolution procedures diff --git a/content/charters.turnsys.com/support/OperatingAgreements/legacy-TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md b/content/charters.turnsys.com/support/OperatingAgreements/legacy-TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md new file mode 100644 index 0000000..ea8639c --- /dev/null +++ b/content/charters.turnsys.com/support/OperatingAgreements/legacy-TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md @@ -0,0 +1,5145 @@ +# AMENDED AND RESTATED OPERATING AGREEMENT OF TURNKEY NETWORK SYSTEMS A TEXAS SERIES LIMITED LIABILITY COMPANY + +**Effective Date: [EFFECTIVE DATE]** + + +## ARTICLE 1 - RECITALS AND FOUNDATIONAL PROVISIONS + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC OR PRIVATE MARKET EXISTS FOR THE SECURITIES. + +THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(A)(2) OF THE ACT AND REGULATION D PROMULGATED THERE-UNDER AND OTHER EXEMPTIONS OF SIMILAR IMPORT IN THE LAWS OF THE STATES AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE COMPANY WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). + +PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH INVESTOR SHOULD MAKE THEIR OWN INQUIRIES AND CONSULT THEIR OWN ADVISERS AS TO THE APPROPRIATE TAX TREATMENT, LEGAL, FINANCIAL, AND OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY FOR SUCH INVESTOR. +======= +## Section 1.1 - Effective Date and Prior Agreement + +This Amended and Restated Operating Agreement (the “Agreement”) is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”), by and among Turnkey Network Systems LLC, a Texas series limited liability company (the “Company”), and each person who is or who becomes a member of the Company or any of its series (collectively “Members” and individually a “Member”). + +This Agreement supersedes and replaces in its entirety that certain Operating Agreement of Turnkey Network Systems LLC dated [ORIGINAL DATE] (the “Prior Agreement”) and all amendments thereto. This Agreement further supersedes and replaces in their entirety all previous written and verbal agreements, understandings, and commitments of any kind related to Turnkey Network Systems LLC, Turnkey Network Systems Partnership, Turnkey Network Systems sole proprietorship, and TSYS Group (collectively, the “Prior Entities”). +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +Upon execution by the Company through its authorized representative(s) and approval by the Members as specified in the Prior Agreement, all provisions of the Prior Agreement shall be null and void and of no further force or effect. + +For clarity, while all rights, obligations, and relationships arising under the Prior Agreement are terminated as legal constructs created by that agreement, the business relationships, series, and membership status previously established shall continue without interruption, but shall hereafter be governed exclusively by the terms of this Agreement, subject to the specific transitional provisions set forth in Section 1.4. This continuity of business operations does not constitute a continuation of the Prior Agreement itself as a legal instrument, which is terminated in its entirety as set forth herein and in Section 1.4. + +### Execution Certification + +By executing this Agreement, each signatory hereby certifies that: + +1. They have thoroughly reviewed this Agreement in its entirety; + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +- implement mandatory service provider requirements for all series and the Company, +- establish the governance structure under the Board of Directors. +- establish the authority for the creation of operating entities series +- establish the authority for the creation of asset holding, non operational (TDCMPS) entities series +- establish the authority for the creation of Cell entities series +- establish "bootstrap" series of Wyble Family Office Group LLC, Known Element Enterprises LLC, The Campus Trading Company LLC, Redwdood Family Office Group LLC. +- tightly define the scope of the Company to only the administration of series +- establish a total of one Company officer (Chief Operations Officer) and the reporting of the officer to the Board. +======= +2. They understand and accept all terms, conditions, and provisions contained herein; +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +3. They have had the opportunity to consult with independent legal, tax, financial, and other professional advisors of their choosing regarding this Agreement; + +4. They are executing this Agreement voluntarily and with full capacity; and + +5. They acknowledge the legally binding nature of this Agreement upon all parties. + +### Execution Certification + +By executing this Agreement, whether by physical signature or through the electronic signature system described in Article 3, each signatory hereby certifies that: + +1. They have thoroughly reviewed this Agreement in its entirety; + +2. They understand and accept all terms, conditions, and provisions contained herein; + +3. They have had the opportunity to consult with independent legal, tax, financial, and other professional advisors of their choosing regarding this Agreement; + +4. They are executing this Agreement voluntarily and with full capacity; + +5. They acknowledge the legally binding nature of this Agreement upon all parties; and + +6. They expressly waive any and all claims, rights, causes of action, and remedies that may have arisen under the Prior Agreement, except as specifically preserved in Section 1.4. + +## Section 1.2 - Company Mission and Purpose + +The Company exists to develop, implement, and manage a comprehensive ecosystem of business entities operating as independent series that create sustainable value through technological innovation, operational excellence, and strategic capital deployment. + +### Primary Business Activities + +The Company’s primary business activities include: + +* Creating and supporting technology-enabled service businesses; + +* Developing and managing digital infrastructure platforms; + +* Facilitating capital deployment and investment through specialized series; + +* Providing shared services across portfolio entities; and + +* Building and scaling asset management and operational business units. + +### Series Structure Implementation + +The Company utilizes the Texas series LLC structure to provide centralized infrastructure, governance, and support while enabling the formation and growth of innovative business ventures with aligned incentives, operational efficiencies, and enhanced value creation for all stakeholders. + +The series structure further allows for proper risk isolation between business lines while maintaining unified strategic oversight and operational support. + +### Series Business Units + +Each series operates as a distinct business unit with its own: + +* Assets and liabilities; + +* Members and governance; + +* Operational focus and business model; + +* Risk profile and compliance requirements; + +while benefiting from the shared resources, governance framework, and strategic guidance of the Company. + +### Strategic Objectives and Values + +In pursuing its mission, the Company is committed to: + +* Sustainable long-term growth over short-term gains; + +* Technological innovation that creates tangible market advantages; + +* Ethical business practices and transparent governance; + +* Collaborative ecosystems that leverage collective expertise; + +* Risk management through proper entity structuring and compliance; and + +* Creating value for all stakeholders, including members, employees, customers, and partners. + +### Geographic and Jurisdictional Scope + +The Company may conduct business throughout the United States and internationally, subject to: + +* Appropriate foreign entity registrations where required; + +* Compliance with applicable jurisdictional requirements; + +* Implementation of proper risk mitigation measures for jurisdictions that may not recognize series LLC structures; and + +* Strategic assessment of jurisdictional advantages and limitations for each business initiative. + +## Section 1.3 - Purpose of Amendment and Restatement + +The Company hereby amends and restates the Prior Agreement to implement comprehensive changes to the Company’s governance, operational structure, and capital framework, necessitated by: + +* **Strategic Evolution**: The need to adapt the Company’s structure to accommodate its planned growth into multiple verticals, diversification of business lines, and increased operational sophistication; + +* **Capital Requirements**: The necessity to facilitate significant capital raising and deployment across multiple business lines while maintaining appropriate controls and investor protections; + +* **Risk Management**: The implementation of enhanced protection mechanisms for investors and stakeholders through formalized series isolation and standardized governance; and + +* **Operational Scale**: The requirement for standardized service provision and administrative functions to support the Company’s projected growth to significant revenue levels. + +This Agreement specifically implements: + +* **Governance Structure**: A formalized governance structure under a Board of Directors with sociocratic principles providing both centralized strategic oversight and distributed operational decision-making; + +* **Service Provider Framework**: Mandatory internal service provider requirements ensuring operational consistency, quality control, and economies of scale across all series; + +* **Capital Structure Revision**: A profit interest-based economic framework utilizing a mandatory three-class system for all series, eliminating capital interests and capital accounts in favor of a more flexible and scalable approach to economic participation; + +* **Series Framework Enhancement**: Refined authority for creating and operating multiple series types, including operating entities, asset-holding entities, and semi-autonomous Cell entities, each with clearly defined purposes and limitations; and + +* **Operational Standards**: Uniform operational standards, electronic recordkeeping requirements, and compliance protocols ensuring consistent business operations while maintaining series isolation and regulatory compliance. + +### Tax and Regulatory Considerations + +This amendment and restatement has been structured with careful consideration of: + +* Federal, state, and local tax implications for the Company and its series; + +* Securities law compliance for current and future capital raising activities; + +* Regulatory requirements across all jurisdictions where the Company and its series operate; and + +* Preservation of favorable tax treatment for all existing and prospective members. + + +## Section 1.4 - Effect of Amendment and Restatement + +Upon execution of this Agreement: + +### 1. Termination of Prior Agreements + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +- All previous written and verbal agreements, understandings, contracts, and commitments of any kind made by or on behalf of: + - TSYS Group + - TSYS + - Charles Wyble + - Turnkey Network Systems LLC + - Turnkey Network Systems Partnership + - Turnkey Network Systems sole proprietorship + are hereby terminated, rescinded, and rendered null and void in their entirety + +- No party shall have any continuing obligations, rights, or duties under any such prior agreements +- This Agreement shall govern all aspects of the Company's operations going forward +======= +1. **Prior Agreement Termination**: The Prior Agreement is hereby superseded in its entirety and shall be of no further force or effect. All prior amendments to the Prior Agreement are hereby void and unenforceable. +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +2. **Rights and Obligations**: All rights, obligations, and relationships under the Prior Agreement are hereby terminated, and all parties shall hereafter be governed solely by the terms of this Agreement. + +3. **Termination of Specified Prior Commitments**: All previous written and verbal agreements, understandings, contracts, and commitments relating specifically to the governance, structure, and operation of the following entities are hereby terminated, rescinded, and rendered null and void: + + * Turnkey Network Systems LLC and its series + + * Turnkey Network Systems Partnership + + * Turnkey Network Systems sole proprietorship + +### 2. Continuity of Commercial Relationships + +4. **Exceptions to Termination**: The following agreements shall remain in full force and effect unless specifically terminated by separate written agreement: + + * Commercial agreements with third-party vendors and clients + + * Employment and independent contractor agreements + + * Real property leases + + * Equipment leases and purchase agreements + + * Intellectual property licenses to or from third parties + + * Confidentiality and non-disclosure agreements + + * Banking and financial agreements + + * Existing loans and financial commitments + +5. **Continuation of Business**: The business of the Company shall continue without interruption or dissolution. The adoption of this Agreement shall not constitute a termination or dissolution of the Company. + +### 3. Transitional Implementation + +6. **Transitional Matters**: The following transitional provisions shall apply: + + * All actions duly taken under the Prior Agreement shall remain valid and enforceable + + * All series established under the Prior Agreement shall continue under this Agreement + + * All Members shall retain their membership interests, subject to the reclassification provisions in Article 5 + + * The Board of Directors shall be constituted within 30 days of the Effective Date + + * The Company Committee shall be constituted within 45 days of the Effective Date + + * All existing series shall adopt compliant Series Operating Agreements within 90 days of the Effective Date + + * All operational policies required by this Agreement shall be implemented within 120 days of the Effective Date + + * Failure to meet any of these deadlines shall require written notice to all Members explaining the delay and providing a revised timeline, which shall not exceed an additional 30 days without approval of a majority of all Members + +### 4. Documentation and Certification Requirements + +7. **Transition Documentation**: The following documentation shall be prepared, executed, and maintained in the electronic records system: + + * Certification of termination of the Prior Agreement + + * Comprehensive inventory of all continuing agreements + + * Transition plan with specific milestones and responsible parties + + * Series reclassification documentation for all existing series + + * Formal Board and Committee establishment resolutions + + * Series Operating Agreement templates and adoption certifications + + * Member acknowledgments of the transition to this Agreement + +8. **Compliance Certification**: The Board shall, within 180 days of the Effective Date, certify in writing that: + + * All transitional requirements have been satisfied + + * All required governance bodies have been properly constituted + + * All Series Operating Agreements have been properly adopted + + * All Members have been properly classified under Article 5 + + * All operational requirements are being implemented + +### 5. Legal Effect and Integration + +9. **Binding Effect**: This Agreement shall be binding upon, and inure to the benefit of, all current and future series members, officers, directors, and representatives of the Company and its series. + +10. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, electronic communications (including emails, text messages, and other digital exchanges such as via instant messenger), verbal understandings, and oral representations relating to the Company, its series and its governance. + + No representations, promises, understandings, or considerations have been made or relied upon by any party except those expressly set forth in this Agreement. + + The parties acknowledge that they may have received physical or electronic documents, spreadsheets, presentations, or models relating to the Company or its series, and all such materials are superseded by this Agreement unless explicitly incorporated herein by reference and attached as a Schedule. + + This integration provision cannot be amended, modified, or waived except through a written amendment to this Agreement executed with the same formalities as this Agreement. + +### 6. Dispute Resolution During Transition + +11. **Dispute Resolution During Transition**: Any disputes arising specifically from the transition from the Prior Agreement to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Schedule H, with priority given to ensuring business continuity and preserving series isolation throughout the resolution process. The Company Committee shall have temporary emergency authority to resolve critical transitional disputes if necessary to maintain business operations, subject to subsequent review by the Board of Directors. + +### 7. Tax and Regulatory Treatment + +12. **Tax Matters**: The amendment and restatement of the Prior Agreement and adoption of this Agreement shall: + + * Not constitute a taxable event for the Company, any series, or any Member + + * Maintain tax classification continuity for all existing series + + * Preserve tax basis for all Members + + * Be treated as a tax-neutral reorganization to the maximum extent permitted by applicable tax law + +13. **Regulatory Filings**: The Company shall: + + * File all necessary notices, amendments, or updates with applicable governmental authorities + + * Provide notice to all financial institutions with which the Company or any series maintains accounts + + * Update all licenses, permits, and registrations as necessary + + * Document compliance with all applicable securities laws in connection with the amendment and restatement + +### 8. Member Rights and Notice + +14. **Member Rights During Transition**: During the transition period: + + * Members shall have the right to review all transition documentation + + * Members shall receive regular updates on the transition process + + * Members may submit questions and concerns to the Company Committee + + * Member rights under the Prior Agreement shall be preserved until the adoption of compliant Series Operating Agreements + +15. **Notice of Material Changes**: The Company shall provide detailed written notice to all Members of: + + * Any material changes to their rights or obligations under this Agreement compared to the Prior Agreement + + * The reclassification of their membership interests under Article 5 + + * Any actions required of them during the transition period + + * Key milestone dates for the transition process + +## Section 1.5 - Securities Law Notice + +### General Securities Disclosures + +THE MEMBERSHIP INTERESTS IN THE COMPANY AND ITS SERIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE TEXAS STATE SECURITIES BOARD, OR ANY OTHER STATE SECURITIES REGULATORY AUTHORITY. THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW, SPECIFICALLY SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE EXEMPTIONS UNDER THE TEXAS SECURITIES ACT AND OTHER STATE “BLUE SKY” LAWS. + +THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. + +### Risk Factors and Suitability + +MEMBERSHIP INTERESTS ARE HIGH-RISK, ILLIQUID INVESTMENTS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. MEMBERSHIP INTERESTS MAY ONLY BE OFFERED TO AND ACQUIRED BY PERSONS WHO MEET THE INVESTOR SUITABILITY REQUIREMENTS ESTABLISHED BY THE COMPANY AND SET FORTH IN ARTICLE 5 OF THIS AGREEMENT. SPECIFICALLY, INVESTORS MUST QUALIFY AS “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION FOR ANY REASON AND IS NOT OBLIGATED TO ACCEPT ANY SUBSCRIPTION EVEN IF AN INVESTOR MEETS ALL SUITABILITY REQUIREMENTS. + +THE COMPANY MAY CONDUCT MULTIPLE OFFERINGS OF MEMBERSHIP INTERESTS ACROSS VARIOUS SERIES. THESE OFFERINGS ARE SUBJECT TO INTEGRATION RULES UNDER REGULATION D, WHICH MAY AFFECT THE AVAILABILITY OF EXEMPTIONS FROM REGISTRATION. THE COMPANY HAS STRUCTURED ITS OFFERINGS TO COMPLY WITH THE SAFE HARBORS PROVIDED UNDER RULE 502(A) OF REGULATION D, BUT THERE CAN BE NO ASSURANCE THAT THE SEC OR STATE SECURITIES REGULATORS WILL NOT CHALLENGE THIS DETERMINATION. + +### Investment Risks and Limitations + +EACH INVESTOR MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT. EACH INVESTOR MUST HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THIS INVESTMENT. + +IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, ITS SERIES, THIS AGREEMENT, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ITS REPRESENTATIVES AS LEGAL, TAX, OR INVESTMENT ADVICE. + +NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR TAX ADVANTAGES WHICH MAY ACCRUE TO THE INVESTORS. NO ASSURANCE CAN BE GIVEN THAT EXISTING TAX LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY, WHICH COULD REDUCE THE ANTICIPATED TAX BENEFITS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY OR ITS SERIES. + +### Information Rights and Disclosure Limitations + +THE COMPANY HAS NO OBLIGATION TO PROVIDE ONGOING INFORMATION ABOUT ITS BUSINESS, OPERATIONS, OR FINANCIAL CONDITION TO INVESTORS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR AS REQUIRED BY LAW. INVESTORS SHOULD NOT EXPECT TO RECEIVE THE SAME LEVEL OF DISCLOSURE PROVIDED BY PUBLICLY TRADED COMPANIES. + +THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING MATERIALS. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION. + +THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING RULE 502(B) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED. + +### Series-Specific Securities Law Provisions + +INVESTORS ACKNOWLEDGE AND UNDERSTAND THAT: + +* EACH SERIES REPRESENTS A SEPARATE AND DISTINCT SECURITIES OFFERING, EVEN WHEN OFFERED CONCURRENTLY WITH OTHER SERIES; + +* INVESTMENT IN ONE SERIES DOES NOT CONSTITUTE INVESTMENT IN ANY OTHER SERIES, NOR DOES IT GRANT ANY RIGHTS WITH RESPECT TO OTHER SERIES; + +* EACH SERIES MAY HAVE DIFFERENT RIGHTS, OBLIGATIONS, INVESTMENT CRITERIA, RISKS, AND RETURNS, AND INVESTORS MUST EVALUATE EACH SERIES INVESTMENT SEPARATELY; + +* ACCREDITED INVESTOR STATUS MUST BE INDEPENDENTLY VERIFIED FOR EACH SERIES INVESTMENT, UNLESS VERIFICATION FOR MULTIPLE SERIES INVESTMENTS OCCURS WITHIN A 90-DAY PERIOD, IN WHICH CASE A SINGLE VERIFICATION MAY SUFFICE; + +* INVESTMENT LIMITATIONS UNDER SECURITIES LAWS ARE GENERALLY APPLIED SEPARATELY TO EACH SERIES, BUT REGULATORY AUTHORITIES MAY DETERMINE OTHERWISE; + +* THE COMPANY MAY ISSUE ADDITIONAL SERIES IN THE FUTURE WITH DIFFERENT TERMS, RIGHTS, AND INVESTMENT CRITERIA WITHOUT THE CONSENT OF EXISTING SERIES MEMBERS; + +* DISCLOSURES PROVIDED WITH RESPECT TO ANY PARTICULAR SERIES MAY NOT APPLY TO OTHER SERIES, AND INVESTORS SHOULD NOT RELY ON DISCLOSURES FOR ONE SERIES WHEN MAKING INVESTMENT DECISIONS REGARDING ANOTHER SERIES; + +* INVESTMENT RETURNS AND DISTRIBUTIONS FROM ONE SERIES ARE ISOLATED FROM AND HAVE NO IMPACT ON OTHER SERIES; + +* SECURITIES LAW VIOLATIONS WITH RESPECT TO ONE SERIES OFFERING COULD POTENTIALLY IMPACT OTHER SERIES OFFERINGS IF REGULATORY AUTHORITIES DETERMINE THE OFFERINGS SHOULD BE INTEGRATED; + +* SERIES-SPECIFIC OFFERING DOCUMENTATION WILL BE PROVIDED FOR EACH SERIES INVESTMENT OPPORTUNITY AND MUST BE REVIEWED INDEPENDENTLY; AND + +* THE TRANSFER RESTRICTIONS SET FORTH IN THIS AGREEMENT APPLY SEPARATELY TO EACH SERIES, AND RESTRICTIONS OR PERMISSIONS APPLICABLE TO ONE SERIES DO NOT EXTEND TO INTERESTS IN OTHER SERIES. + +### Series Integration Risk Factors + +DESPITE THE COMPANY’S INTENTION TO MAINTAIN SEPARATE SECURITIES OFFERINGS FOR EACH SERIES, SECURITIES REGULATORS MAY TAKE THE POSITION THAT SOME OR ALL SERIES OFFERINGS SHOULD BE INTEGRATED FOR SECURITIES LAW COMPLIANCE PURPOSES. SUCH INTEGRATION COULD RESULT IN: + +* RETROACTIVE APPLICATION OF MORE STRINGENT DISCLOSURE REQUIREMENTS; + +* LOSS OF SECURITIES LAW EXEMPTIONS FOR CERTAIN OFFERINGS; + +* MANDATORY RESCISSION RIGHTS FOR INVESTORS; + +* REGULATORY ENFORCEMENT ACTIONS; AND/OR + +* POTENTIAL LIABILITY FOR THE COMPANY AND ITS MANAGEMENT. + +THE COMPANY HAS IMPLEMENTED PROCEDURES TO MINIMIZE THESE RISKS, INCLUDING: + +* MAINTAINING SEPARATE OFFERING DOCUMENTATION FOR EACH SERIES; + +* ENSURING EACH SERIES HAS A DISTINCT BUSINESS PURPOSE AND INVESTMENT CRITERIA; + +* OBSERVING APPROPRIATE TEMPORAL SEPARATION BETWEEN CERTAIN OFFERINGS; + +* MAINTAINING SEPARATE ACCREDITED INVESTOR VERIFICATION RECORDS FOR EACH SERIES; AND + +* STRUCTURING SERIES OFFERINGS TO QUALIFY FOR SEPARATE EXEMPTIONS UNDER SECURITIES LAWS. + +### Series-Specific Disclosure Requirements + +EACH SERIES OFFERING WILL BE ACCOMPANIED BY: + +* SERIES-SPECIFIC RISK FACTORS DETAILING UNIQUE RISKS ASSOCIATED WITH THAT PARTICULAR SERIES BUSINESS MODEL AND OPERATIONS; + +* SERIES-SPECIFIC FINANCIAL PROJECTIONS AND CAPITAL REQUIREMENTS; + +* SERIES-SPECIFIC USE OF PROCEEDS DISCLOSURE; + +* SERIES-SPECIFIC MANAGEMENT INFORMATION AND EXPERIENCE; + +* SERIES-SPECIFIC CONFLICTS OF INTEREST DISCLOSURE; AND + +* SERIES-SPECIFIC INFORMATION REGARDING DISTRIBUTIONS AND EXIT STRATEGIES. + +INVESTORS MUST REVIEW ALL SERIES-SPECIFIC DISCLOSURE MATERIALS BEFORE INVESTING IN ANY SERIES. + +### Accredited Investor Verification + +THE COMPANY IS RELYING ON RULE 506(C) OF REGULATION D, WHICH PERMITS GENERAL SOLICITATION BUT REQUIRES THE COMPANY TO TAKE REASONABLE STEPS TO VERIFY THAT ALL INVESTORS ARE ACCREDITED INVESTORS. ACCORDINGLY, ALL PROSPECTIVE INVESTORS MUST SATISFY THE COMPANY’S VERIFICATION REQUIREMENTS, WHICH MAY INCLUDE ONE OR MORE OF THE FOLLOWING: + +1. REVIEW OF FINANCIAL DOCUMENTATION: EACH INVESTOR MAY BE REQUIRED TO PROVIDE DOCUMENTATION VERIFYING INCOME OR NET WORTH, WHICH MAY INCLUDE: + + * WITH RESPECT TO INCOME: IRS FORMS THAT REPORT INCOME FOR THE TWO MOST RECENT YEARS (INCLUDING, BUT NOT LIMITED TO, FORM W-2, FORM 1099, SCHEDULE K-1, AND FILED FORM 1040) AND A WRITTEN REPRESENTATION THAT THE INVESTOR REASONABLY EXPECTS TO REACH THE REQUIRED INCOME LEVEL IN THE CURRENT YEAR; OR + + * WITH RESPECT TO NET WORTH: BANK STATEMENTS, BROKERAGE STATEMENTS, TAX ASSESSMENTS, APPRAISAL REPORTS, CREDIT REPORTS, AND OTHER STATEMENTS OF ASSETS AND LIABILITIES, TOGETHER WITH A WRITTEN REPRESENTATION THAT ALL LIABILITIES NECESSARY TO DETERMINE NET WORTH HAVE BEEN DISCLOSED. + +2. THIRD-PARTY VERIFICATION: WRITTEN CONFIRMATION FROM A REGISTERED BROKER-DEALER, REGISTERED INVESTMENT ADVISER, LICENSED ATTORNEY, OR CERTIFIED PUBLIC ACCOUNTANT THAT SUCH PERSON OR ENTITY HAS TAKEN REASONABLE STEPS TO VERIFY THAT THE INVESTOR IS AN ACCREDITED INVESTOR WITHIN THE PRIOR THREE MONTHS. + +3. EXISTING INVESTOR VERIFICATION: FOR EXISTING INVESTORS WHO INVESTED IN A RULE 506(B) OFFERING AS ACCREDITED INVESTORS PRIOR TO SEPTEMBER 23, 2013, A CERTIFICATION AT THE TIME OF SALE THAT THEY CONTINUE TO QUALIFY AS ACCREDITED INVESTORS. + +4. ALTERNATIVE VERIFICATION METHODS: ANY OTHER REASONABLE VERIFICATION METHODS THAT THE COMPANY DETERMINES TO BE APPROPRIATE BASED ON THE PARTICULAR FACTS AND CIRCUMSTANCES OF EACH INVESTOR AND TRANSACTION, CONSISTENT WITH THE PRINCIPLES-BASED APPROACH OF RULE 506(C). + +### Verification Process and Rejection Rights + +THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION IF IT DETERMINES, IN ITS SOLE DISCRETION, THAT THE VERIFICATION PROCEDURES DO NOT ESTABLISH THAT THE INVESTOR QUALIFIES AS AN ACCREDITED INVESTOR OR FOR ANY OTHER REASON. + +ANY INFORMATION PROVIDED BY INVESTORS AS PART OF THE VERIFICATION PROCESS WILL BE TREATED AS CONFIDENTIAL AND WILL BE COLLECTED, USED, AND DISCLOSED IN ACCORDANCE WITH THE COMPANY’S PRIVACY POLICY, A COPY OF WHICH IS AVAILABLE UPON REQUEST. + +FAILURE TO PROVIDE REQUESTED VERIFICATION DOCUMENTATION IN A TIMELY MANNER MAY RESULT IN REJECTION OF A SUBSCRIPTION. + +### Continuing Compliance Requirements + +EACH INVESTOR ACKNOWLEDGES THAT: + +* THEY MUST IMMEDIATELY NOTIFY THE COMPANY OF ANY CHANGE IN THEIR ACCREDITED INVESTOR STATUS; + +* THEY MUST PERIODICALLY RECERTIFY THEIR ACCREDITED INVESTOR STATUS AS REQUESTED BY THE COMPANY; + +* THE COMPANY MAY REQUIRE UPDATED VERIFICATION DOCUMENTATION FOR SUBSEQUENT INVESTMENTS; AND + +* FAILURE TO MAINTAIN ACCREDITED INVESTOR STATUS MAY LIMIT THEIR ABILITY TO MAKE ADDITIONAL INVESTMENTS AND MAY AFFECT THEIR RIGHTS UNDER THIS AGREEMENT. + +### Anti-Money Laundering Compliance + +THE INVESTOR SHOULD CHECK THE OFFICE OF FOREIGN ASSETS CONTROL (OFAC) WEBSITE AT BEFORE MAKING THE FOLLOWING REPRESENTATION: THE INVESTOR REPRESENTS THAT AMOUNTS INVESTED BY IT IN THIS OFFERING WERE NOT AND ARE NOT DIRECTLY OR INDIRECTLY DERIVED FROM ANY ACTIVITIES THAT CONTRAVENE FEDERAL, STATE OR INTERNATIONAL LAWS AND REGULATIONS, INCLUDING ANTI-MONEY LAUNDERING AND TERRORIST FINANCING LAWS AND REGULATIONS. FEDERAL REGULATIONS AND EXECUTIVE ORDERS ADMINISTERED BY OFAC PROHIBIT, AMONG OTHER THINGS, THE ENGAGEMENT IN TRANSACTIONS WITH, AND THE PROVISION OF SERVICES TO, CERTAIN FOREIGN COUNTRIES, TERRITORIES, ENTITIES, AND INDIVIDUALS. + +EACH INVESTOR MUST ALSO COMPLY WITH THE FINANCIAL CRIMES ENFORCEMENT NETWORK (FINCEN) CUSTOMER DUE DILIGENCE REQUIREMENTS FOR FINANCIAL INSTITUTIONS AND MUST PROVIDE BENEFICIAL OWNERSHIP INFORMATION WHEN APPLICABLE. + +### State Securities Law Compliance + +IN ADDITION TO FEDERAL SECURITIES LAW REQUIREMENTS, THIS OFFERING MUST COMPLY WITH THE SECURITIES LAWS OF EACH STATE WHERE OFFERS AND SALES OCCUR. CERTAIN STATES MAY IMPOSE ADDITIONAL SUITABILITY STANDARDS OR OTHER REQUIREMENTS. THE COMPANY HAS STRUCTURED THIS OFFERING TO COMPLY WITH APPLICABLE STATE EXEMPTIONS, BUT EACH INVESTOR SHOULD CONSULT THEIR OWN LEGAL COUNSEL REGARDING COMPLIANCE WITH THE SECURITIES LAWS OF THEIR STATE OF RESIDENCE. + +### Electronic Delivery and Signature Consent + +BY INVESTING IN THE COMPANY OR ANY SERIES, EACH INVESTOR CONSENTS TO ELECTRONIC DELIVERY OF ALL DOCUMENTS, NOTICES, AND COMMUNICATIONS RELATED TO THEIR INVESTMENT, AND AGREES THAT ELECTRONIC SIGNATURES AND RECORDS SHALL HAVE THE SAME LEGAL EFFECT AS PHYSICAL SIGNATURES AND RECORDS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. + +### Integration Risk Disclosure + +INVESTORS SHOULD BE AWARE THAT THE COMPANY MAY ENGAGE IN MULTIPLE OFFERINGS ACROSS DIFFERENT SERIES THAT COULD BE DEEMED INTEGRATED FOR SECURITIES LAW PURPOSES. WHILE THE COMPANY HAS STRUCTURED ITS OFFERINGS TO AVOID INTEGRATION, IF OFFERINGS WERE DEEMED INTEGRATED, THE EXEMPTIONS RELIED UPON MAY BE UNAVAILABLE, POTENTIALLY RESULTING IN VIOLATIONS OF SECURITIES LAWS AND POTENTIAL RESCISSION RIGHTS FOR INVESTORS. THE COMPANY HAS IMPLEMENTED PROCEDURES TO MINIMIZE THIS RISK, INCLUDING MAINTAINING SEPARATE OFFERING DOCUMENTATION, ENSURING OFFERINGS HAVE DISTINCT PURPOSES, AND OBSERVING MINIMUM TIME PERIODS BETWEEN OFFERINGS WHERE APPROPRIATE. + + + + +## ARTICLE 2 - DEFINITIONS AND INTERPRETATION + +### Section 2.1 - Defined Terms + +For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Article 2 shall have the meaning provided elsewhere in this Agreement or, if not defined in this Agreement, the meaning provided in the Texas Business Organizations Code. + +#### A. Corporate Structure and Governance Terms + +1. **Agreement**: This Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time. + +2. **Board** or **Board of Directors**: The governing body which provides overall governance and strategic direction for all TSYS Group entities and operations through its various committees. + +3. **Cell Series**: A series established under the Company that may contain multiple subsidiary series and maintain its own governance structure, as more particularly described in Section 4.5. + +4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company. + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +6. **Independent Director**: A natural person serving on the Company Committee who must meet all of the following criteria: +======= +5. **Company Committee**: The governing committee of the Board specifically responsible for overseeing Turnkey Network Systems LLC and its series. The Company Committee consists of independent directors elected by the members of all series of the Company. +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +6. **Consent Decision-Making**: A decision-making process where decisions are made when no member presents a reasoned and paramount objection, as more particularly described in Section 7.8.3. + +7. **Double-Linking**: A governance structure where each circle is connected to its parent circle by both an appointed Operational Leader and an elected Circle Representative, as more particularly described in Section 7.8.2. + +8. **Effective Date**: The date on which this Agreement becomes effective, as set forth in Section 1.1. + +9. **Execution Date**: The date on which this Agreement is executed by the Company through its authorized representative(s). + +10. **General Circle**: The highest governance circle in the sociocratic structure, consisting of the TSYS Group Board, as more particularly described in Section 7.9.1. + +11. **Independent Director**: A natural person serving on the Company Committee who meets all of the following criteria: + - Is not a member of any series; + - Has no direct or indirect ownership interest in any series; + - Has no Immediate Family Members who are series members; and + - Has no Material Business Relationship with any series. + +12. **Meeting**: Any duly called assembly of members, directors, or committee members, whether conducted in person, virtually, or through a hybrid approach, for the purpose of conducting Company business. + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +13. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, including: + - Payment Processing: + - Electronic funds transfers (ACH, wire, SWIFT) + - Credit and debit card processing + - Digital payment systems integration + - Payment gateway management + - Recurring payment management + - Payment reconciliation and reporting + - Treasury Management: + - Working capital optimization + - Liquidity management and forecasting + - Investment portfolio management + - Risk management and hedging strategies + - Foreign exchange operations + - Credit facility management + - Financial Settlements: + - Inter-series settlements + - Vendor payment processing + - Customer payment collection + - Cross-border transaction management + - Settlement dispute resolution + - Automated clearing house operations + - Banking Relationships: + - Bank account management + - Banking platform integration + - Letter of credit administration + - Bank fee analysis and optimization + - Banking service negotiations + - Relationship management across financial institutions + - Cash Management: + - Cash position monitoring + - Cash flow forecasting and analysis + - Account structure optimization + - Sweep account management + - Working capital analytics + - Cash concentration services + - Financial Controls: + - Payment authorization workflows + - Fraud prevention systems + - Audit trail maintenance + - Compliance monitoring + - Internal control documentation + - Risk assessment and mitigation +======= +13. **Operating Series**: A series of the Company that actively conducts business operations, as distinguished from asset-holding series or Cell series. + +14. **Primary Circle**: A governance circle directly connected to the General Circle, as more particularly described in Section 7.9.2. + +15. **Remote Participation**: Participation in any Meeting through electronic means such as video conferencing, teleconferencing, or other digital communication platforms that allow for real-time interaction. + +16. **Schedule**: Any of the lettered attachments to this Agreement (Schedule A through Schedule H) which contain additional details, specifications, or procedures referenced in the main body of this Agreement. + +17. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601 et seq., having separate rights, powers, and duties with respect to specified property and obligations, and having separate business purposes or investment objectives. + +18. **Series Member**: A person or entity holding a membership interest in a specific series. + +19. **Series Operating Agreement**: The governing document for a specific series that details the rights, responsibilities, and relationships among the series members, the series, and the Company, adopted in accordance with Section 4.1.2. + +20. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3. + +21. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1. + +22. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board. + +23. **Technology Oversight Committee**: The committee of the Board responsible for oversight of all technology services, systems, and infrastructure used by the Company and its series. + +#### B. Membership and Economic Terms + +24. **Accredited Investor**: An investor who meets the definition of “accredited investor” set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. + +25. **Capital Contribution**: Any contribution of property or services made by or on behalf of a Member to the Company or a series. As provided in this Agreement, the Company and its series do not accept capital contributions that establish capital accounts, but may accept services, property, or other valuable consideration in exchange for issuance of Profit Interests. + +26. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2. + +27. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3. + +28. **Class C Membership Interest**: A membership interest acquired through involuntary transfer with limited economic rights and no voting rights, as more particularly described in Section 5.4. + +29. **Distribution**: Any transfer of cash or other property from a series to a Series Member in respect of the Member’s membership interest. + +30. **Immediate Family Members**: A person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law and any person (other than a tenant or employee) sharing the household of such person + +31. **Involuntary Transfer**: Any transfer of a membership interest that occurs through court judgment, execution upon judgment, assignment in satisfaction of debt, charging order, contested divorce proceeding, bankruptcy proceeding, or any other non-voluntary mechanism, as more particularly described in Section 5.4. + +32. **Material Business Relationship**: Any commercial relationship with a series exceeding $10,000 in annual value, consulting or advisory relationship with a series, position with a series, ownership interest in a vendor to any series, financial obligation between a Director and any series, or joint venture or partnership interest with any series, as more particularly described in Section 7.4.1. + +33. **Member**: A person or entity who holds a membership interest in a series and who has been admitted to the series in accordance with the applicable Series Operating Agreement. + +34. **Membership Interest**: A Member’s rights in a series, including economic rights, voting rights (if any), and rights to information. + +35. **Profit Interest**: An interest in the future profits of a series that does not include any capital interest or obligation to contribute capital, as implemented through the three-class system described in Article 5. + +36. **Securities Act**: The Securities Act of 1933, as amended. + +37. **Transfer**: Any direct or indirect sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition. + +38. **Treasury Regulations**: The regulations promulgated by the United States Department of the Treasury under the Internal Revenue Code, as amended from time to time. + +#### C. Operational and Technical Terms + +39. **Business Day**: Any day other than a Saturday, Sunday, or a day on which commercial banks in Austin, Texas are authorized or required by law to close. + +40. **Electronic Records**: Digital documentation maintained in electronic format, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee, as more particularly described in Section 3.2. + +41. **Fiscal Year**: The Company’s fiscal year, which shall be the calendar year unless otherwise determined by the Board. + +42. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including but not limited to network infrastructure, software systems, data storage and management, security services, technical support, and infrastructure management, as more particularly described in Schedule A to this Agreement. + +43. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group. + +44. **SLA** or **Service Level Agreement**: A documented agreement between a service provider and a customer that defines the expected level of service, performance metrics, and responsibilities. + +45. **The Campus Trading Company** or **TCTC**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group. + +46. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by The Campus Trading Company (series) LLC, including but not limited to payment processing, treasury management, financial settlements, banking relationships, cash management, and financial controls, as more particularly described in Schedule B to this Agreement. + +#### D. Entity-Specific Terms + +47. **Redwood Family Office Group** or **REDWFO**: Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC, the multi-stakeholder family office for Company stakeholders, as more particularly described in Section 4.6.3.2. + +48. **Redwood Springs Capital Partners Group** or **RWSCP**: Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC, the exclusive capital raising entity for all series, as more particularly described in Section 3.3. + +49. **Wyble Family Office Group** or **WFO Group**: Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC, the private family office LLC of the Company founders, as more particularly described in Section 4.6.3.1. + +50. **Cell Board**: The governing body of a Cell Series, established in accordance with the applicable Cell Series Operating Agreement. + +#### E. Legal and Compliance Terms + +51. **Certificate of Formation**: The Certificate of Formation of the Company filed with the Texas Secretary of State on [INSERT DATE], as amended from time to time. + +52. **Indemnified Person**: A person entitled to indemnification under Section 10.7. + +53. **TBOC**: The Texas Business Organizations Code, as amended from time to time. + +54. **Tax Matters Representative**: The person designated to represent the Company or a series in tax matters, as described in the applicable Series Operating Agreement. + + +## Section 2.2 - Interpretation + +In this Agreement, unless the context clearly requires otherwise: + +1. References to “Articles,” “Sections,” “Subsections,” or “Schedules” are to Articles, Sections, Subsections, or Schedules of this Agreement. + +2. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” + +3. The words “herein,” “hereof,” “hereunder,” and similar terms shall refer to this Agreement as a whole and not to any specific section. + +4. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender as well as neuter. + +5. Headings and captions are for convenience only and shall not affect the interpretation of this Agreement. + +6. References to any law, statute, or regulation shall include all amendments, modifications, or replacements of the same in effect at the relevant time. + +7. References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, supplemented, or modified from time to time in accordance with its terms. + +8. References to a person or entity shall include its successors and permitted assigns. + +9. In the case of any conflict between the provisions of this Agreement and the provisions of any schedule or exhibit, the provisions of this Agreement shall control. + +10. The term “person” includes individuals, corporations, partnerships, limited liability companies, joint ventures, associations, trusts, estates, governmental entities, and any other entity of any kind. + +11. Any reference to a number of days shall refer to calendar days unless Business Days are specified. + +12. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. + +13. Mathematical and accounting terms not otherwise defined herein shall have the meanings attributable to them under United States generally accepted accounting principles. + +14. Monetary amounts referenced in this Agreement are in United States dollars unless otherwise specified. + +15. The interpretation of this Agreement shall not be affected by which party initially drafted any provision, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. + +16. References to “series” mean the series established under the Company pursuant to the Texas Business Organizations Code, and such references shall be interpreted to recognize the separate legal status and asset isolation features provided by applicable law. + +17. The term “including” and words of similar import, when following any general statement, term, or matter, shall not be construed to limit such statement, term, or matter to the specific items immediately following such term or similar words, or to similar items, whether or not non-limiting language (such as “without limitation”) is used, but rather shall be deemed to refer to all other items that could reasonably fall within the broadest possible scope of such general statement, term, or matter. + +18. Time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends. + +19. Unless otherwise stated, references to the “knowledge” of any party shall mean the actual knowledge of such party’s directors, officers, or managers after reasonable inquiry. + +20. Any approval, consent, or similar action required under this Agreement shall not be unreasonably withheld, delayed, or conditioned unless expressly stated otherwise. + +21. Whenever a provision in this Agreement refers to something that is “reasonably satisfactory” or requires the “approval” or “consent” of a party, such approval or consent must be in writing to be effective, unless expressly stated otherwise. + +22. If any provision of this Agreement requires delivery of a certificate, statement, or other document, and an electronic copy is permitted under Section 3.2, such delivery requirement shall be satisfied by the delivery of such electronic copy. + +23. Electronic signatures, consents, and approvals permitted under Section 3.2 shall have the same legal effect as original signatures, consents, and approvals. + +24. In the event any Member receives documents or notifications in a foreign language, the English language version of such documents shall control unless expressly stated otherwise. + +25. Where amounts are listed in both words and numbers, and there is a discrepancy between the two, the amount expressed in words shall control. + +26. The principle of contra proferentem (interpreting ambiguous provisions against the drafter) shall not apply to this Agreement, and all provisions shall be interpreted fairly in accordance with their plain meaning. + +27. References to “tax,” “taxation,” or similar terms shall include all forms of taxation, duties, levies, imposts, or similar governmental charges, whether federal, state, local, or foreign. + +28. In determining the applicability of any threshold, limit, or exception in this Agreement, all related series, Members, transactions, or events shall be aggregated when required by the context or purpose of such threshold, limit, or exception. + +## Section 2.3 - Schedules + +### 2.3.1 - Schedule Incorporation + +The following schedules are attached to and incorporated into this Agreement: + +1. **Schedule A: IT Services** - Detailed description of IT Services provided by Known Element Enterprises, including service categories, performance metrics, response time requirements, availability standards, security requirements, pricing structure, and escalation procedures. + +2. **Schedule B: Transaction and Treasury Services** - Detailed description of Transaction and Treasury Services provided by The Campus Trading Company, including banking services, payment processing, cash management, financial controls, reporting standards, fee structures, and treasury management protocols. + +3. **Schedule C: Organizational Structure** - Organizational chart of TSYS Group entities, depicting hierarchical relationships, reporting lines, governance connections, and entity classifications. + +4. **Schedule D: Established Series** - Comprehensive list of permanently established series, including their type classifications, business purposes, key personnel, and special status designations. + +5. **Schedule E: Governance Structure** - Governance structure diagram illustrating Board and committee relationships, sociocratic circles, decision-making pathways, and delegation of authority. + +6. **Schedule F: Securities Notices** - Required securities law legends and notices, including state-specific requirements, offering disclosure templates, and investor qualification documentation. + +7. **Schedule G: SLA Requirements** - Service Level Agreement (SLA) requirements and templates, establishing minimum standards for internal service providers, performance metrics, and remediation procedures. + +8. **Schedule H: Dispute Resolution** - Dispute resolution procedures, including mediation requirements, arbitration protocols, and special provisions for emergency situations and transition-period disputes. + +### 2.3.2 - Schedule Status and Amendments + +1. **Legal Status**: All Schedules constitute integral parts of this Agreement and shall have the same legal force and effect as if fully set forth in the main body of this Agreement. + +2. **Amendment Process**: Schedules may be amended as follows: + + * **Schedule A and B**: May be amended by a two-thirds majority vote of the Technology Oversight Committee, with notice to all series. + + * **Schedule C and E**: May be amended by the Board to reflect organizational changes, with notice to all series. + + * **Schedule D**: May be amended by the Company Committee to reflect the addition or removal of series in accordance with this Agreement. + + * **Schedule F**: May be amended by the Company Committee upon advice of legal counsel to ensure compliance with applicable securities laws. + + * **Schedule G**: May be amended by joint action of the Technology Oversight Committee and the Company Committee. + + * **Schedule H**: May be amended only by the same process required to amend the main body of this Agreement. + +3. **Amendment Documentation**: All Schedule amendments shall be: + + * Documented in writing + + * Dated and sequentially numbered + + * Maintained in the electronic records system + + * Distributed to all affected series within 5 business days of adoption + + * Accompanied by a summary of changes + +### 2.3.3 - Schedule Access and Maintenance + +1. **Electronic Access**: All Schedules shall be maintained in the electronic records system and shall be accessible to: + + * All Members of all series + + * The Board and all committees + + * Officers and authorized representatives of the Company and all series + + * Professional advisors as needed for the performance of their duties + +2. **Version Control**: The Company shall maintain: + + * Complete historical versions of all Schedules + + * A log of all changes, including the date, nature, and authorization of each change + + * Clear identification of the current effective version + +3. **Periodic Review**: Each Schedule shall be reviewed for accuracy and relevance: + + * At least annually + + * Upon any material change in Company structure or operations + + * As required by the Board or any responsible committee + +### 2.3.4 - Schedule Interpretation and Conflicts + +1. **Interpretation Principles**: Schedules shall be interpreted in accordance with: + + * The interpretation provisions of Section 2.2 + + * The specific context and purpose of each Schedule + + * The expertise of the committee or body primarily responsible for the Schedule subject matter + +2. **Conflict Resolution**: In case of any conflict: + + * As stated in Section 2.2(9), the provisions of the main Agreement shall control over any Schedule + + * Among Schedules, the more specific provision shall control over the more general + + * The Company Committee shall have authority to resolve any interpretive conflicts between Schedules + +3. **Expert Consultation**: For technical matters in Schedules A, B, or G, the Technology Oversight Committee’s interpretation shall be given substantial weight. + +### 2.3.5 - Additional Schedules + +1. **Future Schedules**: The Board may adopt additional lettered Schedules (I, J, K, etc.) as necessary to: + + * Address new operational requirements + + * Implement additional governance structures + + * Document evolving compliance obligations + + * Establish new service standards + +2. **Adoption Process**: Additional Schedules shall be adopted by: + + * Board approval + + * Written notification to all series + + * Incorporation by reference through a formal amendment to this Section 2.3 + + * Maintenance in the electronic records system + +3. **Interim Appendices**: Between formal amendments, the Board may establish interim appendices to existing Schedules that shall have the same effect as the Schedules to which they are appended. +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +## ARTICLE 3 - MANDATORY OPERATIONAL REQUIREMENTS + +## Section 3.1 - Mandatory Service Provider Framework + +### Section 3.1.1 - Designated Internal Service Providers + +1. **Exclusive Service Designation**: The Company hereby designates the following series as exclusive internal shared service providers for all TSYS Group entities: + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md +a. Known Element Enterprises (series) LLC shall serve as the Company's centralized information technology division, providing all IT services as defined in Section 2.1: IT Services. + +b. The Campus Trading Company (series) LLC shall serve as the Company's centralized treasury and transaction operations division, providing all transaction and treasury services as defined in Section 2.1: Transaction and Treasury Services. +======= + a. **Information Technology Services Provider**: Known Element Enterprises (series) LLC shall serve as the Company’s exclusive provider of all IT Services as defined in Article 2 and further detailed in Schedule A to this Agreement. + + b. **Financial Services Provider**: The Campus Trading Company (series) LLC shall serve as the Company’s exclusive provider of all Transaction and Treasury Services as defined in Article 2 and further detailed in Schedule B to this Agreement. +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +2. **Service Provider Independence**: Each designated service provider shall maintain: + + a. Operational independence regarding service delivery methodologies + + b. Technology selection autonomy within Board-approved parameters + + c. Resource allocation flexibility to meet established service levels + + d. Staffing and personnel management authority + + e. Implementation discretion for approved service initiatives + +3. **Term of Designation**: These service provider designations shall: + + a. Remain in effect for the duration of this Agreement + + b. Be reviewed by the Board at least every three (3) years + + c. Be subject to revocation only under the extreme failure provisions of Section 3.1.3(2)(d) + + d. Be transferable to successor entities only with Board approval + +### Section 3.1.2 - Mandatory Use Requirement + +1. **Primary Provider Obligation**: All series shall utilize the designated internal service providers as their exclusive service solution providers for the services described in Section 3.1.1, subject to the following conditions: + + a. **Performance Standards**: Internal service providers must meet or exceed the service level agreements (SLAs) established by the Technology Oversight Committee, which shall: + + i. Be documented in writing and incorporated by reference into this Agreement + + ii. Include specific, measurable performance metrics for each service category + + iii. Establish response time requirements for various service priorities + + iv. Define availability requirements for critical systems + + v. Include remediation timelines for service disruptions + + vi. Specify reporting requirements and cadence + + vii. Be reviewed and updated at least annually + + viii. Include security standards and compliance requirements + + ix. Establish escalation procedures for service issues + + x. Define problem severity classification and associated response times + + xi. Include customer satisfaction measurement requirements + + xii. Establish change management procedures and notice requirements + + b. **Competitive Pricing**: Internal service providers must offer services at pricing comparable to market rates for equivalent services, as verified by: + + i. Annual independent third-party audit + + ii. Benchmark comparison against at least three comparable external providers + + iii. Transparent cost-accounting as described in Section 4.6.5 + + iv. Quarterly pricing reviews by the Audit and Finance Committee + + v. Documentation of all cost allocation methodologies + + vi. Publication of rate cards to all series members + + vii. Advance notice of at least sixty (60) days for any rate increases + + viii. Cap on annual price increases tied to relevant industry indexes + + ix. Volume discounting mechanisms for large series + + x. Regular market comparison reporting to all series + +2. **Enforcement Mechanism**: The Company Committee shall be responsible for enforcing the mandatory use requirement and shall: + + a. Conduct quarterly compliance reviews + + b. Promptly investigate any reported violations + + c. Issue formal findings within 30 days of any compliance investigation + + d. Recommend appropriate remedial actions to the Board + + e. Maintain a centralized compliance tracking system + + f. Publish anonymized compliance reports to all series + + g. Establish escalating penalties for repeated non-compliance + + h. Implement a confidential reporting system for compliance concerns + + i. Provide compliance training resources to all series + + j. Conduct annual compliance audits of all series and service providers + +3. **Service Provider Dispute Resolution**: Disputes between service providers and series regarding service delivery shall be resolved through: + + a. Initial attempt at resolution between operational leaders of the service provider and series + + b. If unresolved within 15 days, escalation to the Technology Oversight Committee + + c. Formal mediation process as outlined in Schedule H if not resolved within 30 days + + d. Final binding decision by the Company Committee if mediation is unsuccessful + + e. Documentation of all disputes and resolutions in the electronic records system + + f. Quarterly dispute trends analysis and reporting to the Board + + g. Implementation of dispute reduction strategies based on trend analysis + + h. Establishment of proactive relationship management protocols + + i. Joint service improvement planning between service providers and series + + j. Emergency escalation pathway for critical service disputes + +### Section 3.1.3 - Service Provider Failure Remedies + +1. **Failure Determination**: An internal service provider shall be deemed to have failed if it: + + a. Fails to meet established performance standards for two consecutive quarters as documented by the Technology Oversight Committee + + b. Experiences a catastrophic service disruption lasting more than: + + i. 48 hours for non-critical services + + ii. 24 hours for important services + + iii. 4 hours for mission-critical services as designated in the applicable SLA + + c. Commits a material breach of its SLA obligations that remains uncured for 30 days after written notice + + d. Receives substantiated service quality complaints from more than 50% of its series customers within any six-month period + + e. Experiences a material security or data breach that compromises sensitive information or critical infrastructure + + f. Fails to implement required security patches or updates within timeframes specified in the SLA + + g. Demonstrates a pattern of repeated service deficiencies that, while individually not constituting failures, collectively indicate systemic issues + + h. Violates applicable regulatory requirements resulting in material penalties or compliance issues + + i. Fails to maintain required certifications or qualifications + + j. Loses key personnel without adequate succession planning and replacement + +2. **Remedies for Service Provider Failure**: Upon determination of a service provider failure, the following remedies shall be available: + + a. **Initial Remediation Period**: The service provider shall be granted a 60-day remediation period to: + + i. Correct performance deficiencies + + ii. Restore service levels to required standards + + iii. Submit a detailed improvement plan to the Technology Oversight Committee + + iv. Implement enhanced monitoring and reporting + + v. Engage third-party expertise if necessary + + vi. Conduct root cause analysis of failures + + vii. Implement preventative measures + + viii. Establish interim service arrangements if necessary + + ix. Provide regular progress reports + + x. Compensate affected series according to SLA terms + + b. **Enhanced Oversight**: During the remediation period, the service provider shall be subject to: + + i. Weekly performance reviews by the Technology Oversight Committee + + ii. Implementation of additional controls and monitoring + + iii. Potential leadership changes as recommended by the Board + + iv. Requirement to provide daily status reports to affected series + + v. Temporary management augmentation with qualified personnel + + vi. Independent third-party oversight of remediation efforts + + vii. Additional resource allocation requirements + + viii. Temporary suspension of new service initiatives + + ix. Mandatory executive briefings to the Board + + x. Implementation of emergency escalation procedures + + c. **Failure to Remediate**: If the service provider fails to remediate within the 60-day period, the Technology Oversight Committee may: + + i. Grant a single 30-day extension if substantial progress is evident + + ii. Implement a service provider replacement plan + + iii. Authorize temporary external service providers for affected services + + iv. Recommend restructuring of the service provider to the Board + + v. Appoint temporary executive leadership + + vi. Accelerate training of backup personnel + + vii. Implement contingency service arrangements + + viii. Adjust pricing to reflect reduced service levels + + ix. Impose financial penalties as specified in the SLA + + x. Develop long-term service provider transition plan + + d. **Extreme Failure**: In cases of extreme failure involving critical systems, the Board may: + + i. Immediately authorize use of external service providers + + ii. Remove and replace service provider leadership + + iii. Implement emergency continuity plans + + iv. Take any other actions necessary to protect the TSYS Group + + v. Establish an emergency governance committee + + vi. Suspend normal approval processes for emergency actions + + vii. Allocate emergency funding for service restoration + + viii. Engage specialized crisis management expertise + + ix. Implement rapid knowledge transfer protocols + + x. Authorize extraordinary measures to protect data and assets + +3. **Service Continuity Protection**: To ensure continuity of critical services: + + a. Each service provider shall maintain: + + i. Comprehensive business continuity and disaster recovery plans + + ii. Documented systems and operational procedures + + iii. Knowledge transfer protocols for critical functions + + iv. Cross-training programs for essential personnel + + v. Backup systems and redundancies for critical infrastructure + + b. The Technology Oversight Committee shall: + + i. Conduct annual disaster recovery testing + + ii. Maintain relationships with qualified backup service providers + + iii. Regularly review and update continuity plans + + iv. Ensure proper escrow of critical system information + + v. Validate recovery time and point objectives + +### Section 3.1.4 - Innovation Exception Process + +1. **Exception Basis**: A series may request an exception to the mandatory use requirement only on the grounds of: + + a. Specialized technical requirements that cannot be met by the internal service provider + + b. Demonstrable competitive advantage requiring specialized external solutions + + c. Regulatory or compliance requirements that necessitate specialized external providers + + d. Client or customer contractual requirements that mandate specific external solutions + + e. Significant cost savings (exceeding 30%) that can be achieved through an external provider while maintaining equivalent security and quality standards + + f. Emerging technology that provides substantial business advantage not available through internal providers + + g. Temporary capacity limitations of internal providers during high-growth periods + + h. Specialized expertise requirements for limited duration projects + + i. Unique geographical requirements not efficiently served by internal providers + + j. Legacy systems integration requirements that internal providers cannot efficiently support + +2. **Exception Request Process**: + + a. Requests must be submitted in writing to the Technology Oversight Committee + + b. Requests must include: + + i. Detailed description of the required service + + ii. Documentation of business necessity + + iii. Analysis of competitive advantage + + iv. Proposed external provider information including due diligence materials + + v. Security and compliance assessment + + vi. Data integration and protection plan + + vii. Implementation timeline + + viii. Cost-benefit analysis comparing the external solution to internal alternatives + + ix. Risk assessment for the proposed exception + + x. Transition plan to internal providers if applicable + + xi. Metrics for measuring success of the exception + + xii. Governance controls for the external provider relationship + + c. The Technology Oversight Committee must respond within 45 days for standard requests and within 15 days for requests designated as time-sensitive with appropriate justification + + d. The Technology Oversight Committee must provide written justification for any denial + + e. Appeals of denied exception requests may be made to the Company Committee within 15 days of denial + + f. The Company Committee shall render a final decision within 30 days of appeal receipt + + g. Denials that substantially impact business operations may be further appealed to the Board in extreme circumstances + + h. The Board shall establish an expedited review process for critical exception appeals + + i. All decisions shall be documented in the electronic records system + + j. Precedential decisions shall be published as guidance for future requests + +3. **Exception Implementation**: + + a. If approved, the exception shall: + + i. Be documented in the electronic records system + + ii. Include specific scope and duration limitations + + iii. Require quarterly reviews and renewal evaluation + + iv. Include a transition plan for eventual migration to internal services if feasible + + v. Include compliance monitoring to ensure continued adherence to security and integration requirements + + vi. Specify data security and access controls + + vii. Establish service level requirements for the external provider + + viii. Define clear exit criteria and termination procedures + + ix. Establish integration requirements with existing systems + + x. Include knowledge transfer provisions to internal providers + + b. The Technology Oversight Committee shall maintain a registry of all approved exceptions and provide quarterly reports to the Board + +4. **Exception Renewal and Termination**: + + a. All exceptions shall have a defined term, not to exceed one (1) year unless specifically approved by the Board + + b. Renewal requests must be submitted at least 60 days prior to exception expiration + + c. Renewal requests shall include: + + i. Performance assessment of the external provider + + ii. Continued justification for the exception + + iii. Analysis of any changes in internal provider capabilities + + iv. Updated security and compliance assessment + + d. Exceptions may be terminated prior to expiration if: + + i. The external provider fails to meet service requirements + + ii. Internal provider capabilities evolve to meet the requirement + + iii. The business need for the exception no longer exists + + iv. Security or compliance concerns arise + + v. The series fails to comply with exception conditions + +### Section 3.1.5 - Service Division Operations + +1. **Operational Requirements**: Each service division shall: + + a. Operate as a cost center pursuant to Section 4.6.5 + + b. Maintain transparent cost accounting with quarterly reporting to all series + + c. Be subject to Board oversight through appropriate committees + + d. Select and manage external vendors as needed following procurement guidelines established by the Board + + e. Develop and maintain appropriate service standards and SLAs + + f. Conduct annual customer satisfaction surveys among series + + g. Implement continuous improvement processes with measurable objectives + + h. Maintain appropriate cybersecurity and compliance certifications + + i. Establish disaster recovery and business continuity plans + + j. Conduct quarterly technology and service reviews + + k. Provide monthly service performance metrics to all series + + l. Undergo annual security audits by qualified third-party firms + + m. Maintain compliance with all relevant industry standards and regulations + + n. Provide regular training to personnel on security and operational best practices + + o. Establish and maintain risk management frameworks appropriate to service offerings + + p. Implement formal change management processes for service modifications + + q. Document all service procedures and maintain operational manuals + + r. Establish quality control procedures with measurable outcomes + + s. Participate in industry benchmarking and best practice forums + + t. Maintain appropriate insurance coverage for service operations + +2. **Board Oversight Responsibilities**: The Board of Directors, through its committees, shall establish and oversee: + + a. Performance metrics and reporting requirements + + b. Service level frameworks + + c. Cost allocation methodologies + + d. Technology and service strategies + + e. Vendor selection criteria + + f. Quality control measures + + g. Dispute resolution procedures for service conflicts + + h. Compliance standards and monitoring + + i. Cybersecurity requirements and testing + + j. Other operational parameters as needed + + k. Capital investment approval thresholds and procedures + + l. Strategic technology alignment with Company objectives + + m. Innovation funding and initiatives + + n. Risk management standards and assessment methodologies + + o. Succession planning for critical service leadership positions + +3. **Service Roadmap Requirements**: Each service provider shall: + + a. Maintain a three-year service development roadmap + + b. Conduct quarterly roadmap reviews with all series + + c. Incorporate series feedback into roadmap updates + + d. Align roadmap priorities with overall TSYS Group strategic objectives + + e. Include specific technology innovation initiatives + + f. Establish clear timelines for major service enhancements + + g. Document resource allocation for strategic initiatives + + h. Include contingency planning for emerging technologies and market shifts + + i. Identify potential security and regulatory challenges + + j. Document required competency development for service evolution + + k. Establish metrics for measuring roadmap progress + + l. Identify capacity planning requirements for future growth + + m. Include technology retirement planning for legacy systems + + n. Document integration strategies with complementary technologies + + o. Align with industry standards and best practices + +4. **User Experience and Feedback System**: Each service provider shall: + + a. Implement a structured feedback system accessible to all series + + b. Conduct quarterly user experience reviews + + c. Maintain a transparent issue tracking system + + d. Report on issue resolution metrics monthly + + e. Incorporate user feedback into service improvements + + f. Establish a user advisory group with representation from different series + + g. Maintain a knowledge base of common issues and solutions + + h. Publish service disruption post-mortems and remediation plans + + i. Implement a suggestion system for service improvements + + j. Develop service usage analytics to identify improvement opportunities + + k. Establish formal user acceptance testing for major changes + + l. Conduct annual service satisfaction benchmarking + + m. Implement training programs to optimize user adoption + + n. Create user communities for knowledge sharing and collaboration + + o. Recognize and reward user contributions to service improvement + +### Section 3.1.6 - Service Quality Management + +1. **Quality Assurance Framework**: Each service provider shall implement: + + a. Formal quality management systems with defined processes + + b. Regular internal audits of service quality + + c. Root cause analysis for service incidents + + d. Preventative action plans for recurring issues + + e. Service performance trend analysis and reporting + + f. Continuous service monitoring and alerting systems + + g. Regular process improvement reviews + + h. Customer impact assessment for all service changes + + i. Post-implementation reviews of major service changes + + j. Quality metrics aligned with business outcomes + +2. **Continuous Improvement Requirements**: + + a. Each service provider shall establish annual improvement goals for: + + i. Service availability and reliability + + ii. Response and resolution times + + iii. Customer satisfaction ratings + + iv. Cost efficiency metrics + + v. Security posture and compliance + + b. Progress toward improvement goals shall be: + + i. Measured and reported quarterly + + ii. Reviewed by the Technology Oversight Committee + + iii. Incorporated into service provider performance evaluations + + iv. Tied to leadership compensation where applicable + + v. Communicated transparently to all series + +3. **Service Provider Collaboration**: Service providers shall: + + a. Establish formal coordination mechanisms between providers + + b. Conduct joint planning for interdependent services + + c. Implement integrated incident management for cross-service issues + + d. Share expertise and resources for mutual improvement + + e. Develop and maintain integrated service catalogs + + f. Establish clear handoff procedures for cross-service processes + + g. Conduct joint disaster recovery exercises + + h. Develop integrated security frameworks + + i. Implement compatible technology standards + + j. Coordinate service maintenance windows + +### Section 3.1.7 - Technology Evolution and Innovation + +1. **Innovation Requirements**: To maintain competitive service offerings, service providers shall: + + a. Allocate a minimum of 10% of their resources to innovation and new technology evaluation + + b. Establish formal mechanisms for evaluating emerging technologies + + c. Develop proof-of-concept processes for promising innovations + + d. Create safe experimental environments for testing new technologies + + e. Partner with series to pilot innovative solutions + + f. Report quarterly on innovation initiatives and outcomes + + g. Participate in industry forums and research communities + + h. Establish relationships with technology research organizations + + i. Develop internal innovation incentive programs + + j. Create processes for scaling successful innovations + +2. **Technology Currency**: Service providers shall: + + a. Maintain all technologies within manufacturer-supported versions + + b. Establish and follow formal technology lifecycle policies + + c. Provide 12-month advance notice for significant technology transitions + + d. Maintain compatibility with industry-standard technologies + + e. Ensure backward compatibility when feasible + + f. Provide migration support for technology transitions + + g. Document technology roadmaps with sunset dates + + h. Assess and mitigate risks associated with aging technologies + + i. Balance innovation with stability and security requirements + + j. Provide training for series personnel on new technologies + +3. **Market Alignment**: The Technology Oversight Committee shall: + + a. Conduct annual assessments of market-competitive technologies + + b. Benchmark internal services against industry leaders + + c. Identify service gaps and deficiencies + + d. Recommend strategic technology investments + + e. Monitor industry trends and disruptions + + f. Assess competitive threats from new technologies + + g. Evaluate acquisition opportunities for technology advancement + + h. Define technology standards aligned with industry direction + + i. Forecast future technology requirements + + j. Report significant findings to the Board + +### Section 3.2 - Electronic Records Requirement + +#### 3.2.1 - Exclusive Electronic Record Keeping + +All records of the Company and its series shall be maintained exclusively in electronic format, including but not limited to: + +1. **Corporate Records**: + + * Articles of organization and amendments + + * Operating agreements (Company and series) + + * Board and committee meeting minutes and resolutions + + * Series establishment documentation + + * Regulatory filings and correspondence + + * Annual reports and compliance documents + + * Consents and certifications + + * Governance policies and procedures + +2. **Financial Documentation**: + + * Financial statements and reports + + * Tax returns and supporting documents + + * Bank statements and reconciliations + + * Audit reports and working papers + + * Budget and forecasting documents + + * Expense documentation and approvals + + * Investment records and valuations + + * Capital transactions and funding documentation + +3. **Member Information**: + + * Series membership records + + * Ownership transfer documentation + + * Member contact information + + * Voting records and proxies + + * Distribution documentation + + * Membership interest certificates + + * Accredited investor verification materials + + * Member communications and notices + +4. **Contracts and Agreements**: + + * Service provider agreements + + * Vendor contracts + + * Client agreements + + * Employment and contractor agreements + + * Non-disclosure and confidentiality agreements + + * License and permit documentation + + * Insurance policies and claims + + * Settlement agreements and releases + +5. **Operational Records**: + + * Business plans and strategic documents + + * Marketing materials and communications + + * Intellectual property documentation + + * Regulatory compliance records + + * Standard operating procedures + + * Risk assessments and mitigation plans + + * Service level agreements and performance reports + + * Incident reports and resolution documentation + +6. **Legal and Compliance Records**: + + * Litigation documents and correspondence + + * Regulatory inquiries and responses + + * Compliance certifications and attestations + + * Legal opinions and memoranda + + * Compliance monitoring reports + + * Investigation documentation + + * Whistleblower reports and resolutions + + * Regulatory examination materials + +#### 3.2.2 - Electronic Record System Requirements + +1. **System Architecture Requirements**: + + * Cloud-based primary storage with geographic redundancy across at least three separate regions + + * Real-time backup and disaster recovery systems with recovery time objective of less than four hours and recovery point objective of less than 15 minutes + + * Multi-factor authentication access controls for all users + + * Minimum AES-256 encryption at rest and TLS 1.3 encryption in transit + + * Comprehensive API integration capabilities for authorized systems + + * Automated compliance monitoring and reporting + + * System availability of at least 99.9% measured monthly + + * Automated system health monitoring with real-time alerts for anomalies + + * Data segregation mechanisms to ensure series isolation at the data level + + * Zero-trust security architecture with least privilege access controls + +2. **Audit Trail Requirements**: + + * Immutable version control with blockchain verification + + * Comprehensive change logging with user identification + + * Cryptographically secured time and date stamping + + * Complete document access history retention + + * Detailed modification tracking with before/after comparisons + + * User activity logs retained for a minimum of seven years + + * Tamper-evident logging mechanisms + + * Regular audit trail verification procedures + + * Separation of audit trail storage from primary document storage + + * Real-time anomaly detection for suspicious activity + +3. **Access Control Requirements**: + + * Role-based access management with principle of least privilege + + * Granular permission settings at the document and field level + + * Secure user authentication with biometric options + + * Automatic session monitoring and timeout after 15 minutes of inactivity + + * Comprehensive remote access protocols with enhanced security + + * Quarterly access rights review and certification + + * Privileged access management with enhanced monitoring + + * Separation of duties for critical functions + + * Emergency access protocols with required post-access reviews + + * Continuous monitoring of access patterns to detect anomalies + +4. **Retention and Archiving Requirements**: + + * Automated retention scheduling based on document type + + * Secure archiving protocols with integrity verification + + * Legal hold implementation capabilities + + * Defensible destruction procedures with verification + + * Archive access controls with separate authentication + + * Retention periods compliant with all applicable regulations + + * Annual retention policy reviews + + * Secure backup archives maintained in geographically separate locations + + * Immutable storage for critical records to prevent tampering + + * Regular retrieval testing to ensure archive accessibility + +5. **Data Privacy Requirements**: + + * Compliance with all applicable data privacy laws and regulations + + * Data minimization and purpose limitation controls + + * Data subject access request management capabilities + + * Consent tracking and management + + * Privacy impact assessment documentation + + * Cross-border data transfer compliance mechanisms + + * Data classification and handling procedures + + * Privacy by design implementation in system architecture + +#### 3.2.3 - Compliance and Security Standards + +1. **Required Compliance Standards**: The electronic records system shall comply with: + + * SOC 2 Type II standards + + * ISO 27001 Information Security standards + + * NIST Cybersecurity Framework + + * GDPR and other applicable privacy regulations + + * HIPAA requirements for any protected health information + + * Applicable industry-specific regulations + + * All federal, state, and local records retention requirements + + * PCI-DSS compliance for payment card data if applicable + + * CCPA and similar state privacy laws + + * Records management standards (ISO 15489) + +2. **Security Protocols**: + + * Quarterly vulnerability assessments + + * Annual penetration testing by independent third parties + + * Continuous security monitoring + + * Incident response plan with testing + + * Employee security awareness training + + * Data loss prevention controls + + * Endpoint security management + + * Zero-trust network architecture implementation + + * Advanced threat protection measures + + * Regular phishing and social engineering testing + + * Secure development practices for system enhancements + + * Supply chain security assessment for third-party components + +3. **System Administration**: + + * Centralized administration by Known Element Enterprises + + * Documentation of all system configurations + + * Change management processes for system modifications + + * Segregation of duties for administrative functions + + * Backup administrator credentials securely stored with the Company Committee + + * Automated system health monitoring + + * Capacity planning and performance optimization protocols + + * Regular administrator access reviews and rotations + + * Privileged access monitoring and logging + + * Regular security training for system administrators + +#### 3.2.4 - Implementation and Verification + +1. **System Implementation Timeline**: + + * Full implementation of all electronic record requirements within 90 days of the Effective Date + + * Phased migration approach with priority for critical documents + + * Verification and testing of all system components before full deployment + + * Post-implementation review within 30 days of completion + + * Remediation plan for any identified deficiencies with 15-day completion requirement + +2. **Compliance Verification**: + + * Quarterly system compliance audits + + * Annual third-party security assessments + + * Bi-annual disaster recovery testing + + * Monthly backup verification procedures + + * Continuous monitoring of compliance with regulatory requirements + + * Regular penetration testing by qualified security professionals + + * Independent verification of encryption implementation + + * Periodic testing of access controls and segregation + +3. **Documentation Requirements**: + + * Comprehensive system documentation maintained and updated + + * User manuals and training materials for all series members + + * Recovery procedures clearly documented and tested + + * Compliance certifications maintained and renewed as required + + * Security incident response procedures + + * Business continuity plans + + * System architecture diagrams + + * Data flow maps + +4. **Operational Resilience**: + + * Regular business impact analysis to identify critical functions + + * Multiple redundancy layers for critical systems + + * Periodic failover testing to secondary systems + + * Distributed denial of service (DDoS) attack mitigation measures + + * Alternative access methods for emergency situations + + * Incident response simulations at least twice annually + + * Cross-training of key personnel for system recovery procedures + + * Vendor dependency assessment and alternative provider identification + + + +### Section 3.3 - Mandatory Capital Raising Requirements + +#### 3.3.1 - Exclusive Capital Channel + +1. **Designated Capital Partner**: All series must exclusively utilize Redwood Springs Capital Partners Group LLC (via the appropriate series/fund as determined by the Board and Managing Partner) for: + + * All capital raising activities of any kind + + * Any external investment into a series + + * Any debt or equity financing activities + + * Any capital restructuring + + * Any activities involving external capital + + * Any transaction with a capital component exceeding $250,000 in value + +2. **Implementation Requirements**: + + * All capital discussions must include Redwood Springs Capital Partners Group LLC representatives + + * Term sheets must be reviewed and approved by Redwood Springs Capital Partners Group LLC before presentation to potential investors + + * All investor communications must be coordinated through Redwood Springs Capital Partners Group LLC + + * All capital documentation must be prepared or approved by Redwood Springs Capital Partners Group LLC + + * All investor due diligence must be managed through Redwood Springs Capital Partners Group LLC + +3. **Fee Structure and Compensation**: + + * Redwood Springs Capital Partners Group LLC shall be entitled to market-standard fees for capital raising services + + * Fee structures shall be transparent and documented in written agreements + + * Fees shall be reasonable and competitive with external capital raising firms + + * The fee structure shall be reviewed annually by the Audit and Finance Committee + + * The Company Committee may require adjustments to ensure fees remain competitive + +#### 3.3.2 - Capital Management Requirements + +1. **Transaction Processing**: + + * All capital transactions must be processed through The Campus Trading Company LLC systems + + * All investor funds must flow through designated accounts established by The Campus Trading Company LLC + + * All capital documentation must be maintained in the electronic records system + + * All capital deployments must be tracked through The Campus Trading Company LLC systems + + * Comprehensive capital transaction audit trails must be maintained + +2. **Capital Deployment Authority**: + + * Each series may deploy its capital as it determines appropriate, subject to: + + i. Compliance with its series operating agreement + + ii. Board and committee oversight as applicable + + iii. Execution and processing through The Campus Trading Company LLC systems + + iv. Adherence to all applicable laws and regulations + + * Capital deployment decisions remain with the series, with the mandatory requirements applying only to the mechanics of execution + +3. **Investor Reporting Requirements**: + + * Standardized quarterly investor reporting + + * Annual audited financial statements + + * Prompt disclosure of material events + + * Secure investor portal access maintained by Known Element Enterprises + + * Regular investor communications coordinated through Redwood Springs Capital Partners Group LLC + +#### 3.3.3 - Prohibited Capital Activities + +1. **Prohibited Activities**: Series may not under any circumstances: + + * Independently raise capital from sources other than through Redwood Springs Capital Partners Group LLC + + * Accept capital from any source other than through Redwood Springs Capital Partners Group LLC + + * Establish direct banking or investment relationships outside of The Campus Trading Company LLC framework + + * Issue securities, profit interests, or other investment instruments without Redwood Springs Capital Partners Group LLC approval + + * Engage in direct negotiations with potential investors + + * Implement capital structures not approved by Redwood Springs Capital Partners Group LLC + + * Commingle investor funds with operational funds + + * Use capital for purposes materially different from those represented to investors + +2. **Violations and Remedies**: + + * Any attempted violation of these prohibitions shall be void and of no effect + + * Any series member, officer, or representative who attempts to circumvent these requirements shall be subject to immediate removal + + * Any series that violates these requirements shall be subject to: + + i. Immediate audit + + ii. Potential restructuring + + iii. Enhanced oversight + + iv. Other remedial measures as determined by the Board + + v. Potential legal action if violations involve securities law compliance + +#### 3.3.4 - Limited Exceptions + +1. **De Minimis Exception**: Transactions under $10,000 in aggregate value within any 12-month period may proceed without formal Redwood Springs Capital Partners Group LLC involvement, provided that: + + * The transaction is documented in the electronic records system + + * The Campus Trading Company LLC systems are used for processing + + * The transaction is reported to Redwood Springs Capital Partners Group LLC within 10 business days + + * The transaction does not involve issuance of securities or profit interests + + * The aggregate of all de minimis exceptions for a series does not exceed $25,000 in any 24-month period + +2. **Emergency Exception**: In case of bona fide emergencies threatening the immediate viability of a series, temporary emergency funding may be accepted with: + + * Prior written approval of the Board Chair or their designee + + * Notification to Redwood Springs Capital Partners Group LLC within 24 hours + + * Full documentation submitted within 3 business days + + * Restructuring of the emergency funding through proper channels within 30 days + + * A detailed written explanation of: + + i. The nature of the emergency + + ii. Why normal channels were insufficient + + iii. The source of emergency funding + + iv. The plan to prevent similar emergencies in the future + +3. **Related-Party Funding Exception**: + + * Funding from series members to their own series may be processed directly if: + + i. The transaction is less than $100,000 + + ii. The funding is properly documented + + iii. The Campus Trading Company LLC systems are used for processing + + iv. Redwood Springs Capital Partners Group LLC is notified within 5 business days + + v. The funding does not alter the existing profit interest structure + + vi. The transaction complies with all securities laws + +#### 3.3.5 - Compliance with Securities Laws + +1. **Regulatory Compliance Responsibility**: + + * Redwood Springs Capital Partners Group LLC shall be responsible for ensuring all capital raising activities comply with applicable securities laws + + * All offering materials must be reviewed by qualified securities counsel before use + + * Proper investor verification procedures must be implemented for all offerings + + * Required securities filings must be completed timely and accurately + + * Ongoing compliance with securities regulations must be maintained + +2. **Documentation Requirements**: + + * Standardized offering documentation shall be used for all capital raises + + * Proper risk disclosures must be included in all offering materials + + * Investor subscription agreements must include all required representations and warranties + + * Accredited investor verification documentation must be maintained for all investors + + * All securities law exemptions must be properly documented + +3. **Investor Qualification**: + + * All investors must be properly vetted and qualified before acceptance + + * Accredited investor status must be verified using methods permitted under SEC Rule 506(c) + + * Investor suitability standards must be applied consistently + + * All verification documentation must be maintained in the electronic records system + + * Periodic re-verification must be conducted for ongoing offerings + + +## ARTICLE 4 - SERIES ESTABLISHMENT AND MAINTENANCE + +### Section 4.1 - Series Creation + +#### 4.1.1 - Series Establishment Requirements + +1. **Authorization Requirements**: New series may be established only upon: + + * Submission of a formal series establishment proposal to the Company Committee + + * Approval by a majority vote of the Company Committee + + * Filing of required notices with the Texas Secretary of State + + * Execution of a series operating agreement + + * Compliance with all requirements set forth in this Section 4.1 + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md + - Operating agreement + - Management structure + - Membership interests + - Business purpose +======= +2. **Series Establishment Proposal**: Any proposal for establishing a new series must include: +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + + * Proposed business purpose and scope of operations + + * Three-year business plan with financial projections + + * Management structure and key personnel + + * Initial members and proposed membership interests + + * Draft series operating agreement + + * Risk assessment and mitigation strategy + + * Compliance plan for all mandatory requirements + + * Integration strategy with existing TSYS Group entities + + * Detailed financial model with capitalization requirements + + * Market analysis and competitive landscape assessment + + * Exit strategy or long-term sustainability plan + +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md + - Series shall have broad latitude to establish their own operating parameters + - Series may create unique governance structures + - Series may set custom economic terms + - Series may establish specialized membership rights + - Series may implement unique operational procedures + - Series may define custom distribution structures +======= +3. **Series Documentation Requirements**: Each series must maintain: +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + + * A series operating agreement executed by all initial members and the Company Committee + + * A certificate of series filing with the Texas Secretary of State + + * A unique federal Employer Identification Number (EIN) + + * Separate books and records as required by Section 3.2 + + * All registrations, licenses, and permits required for its business operations + + * Compliance documentation for securities law requirements + + * Insurance coverage appropriate to the series’ activities + +#### 4.1.2 - Series Operating Agreement Requirements + +1. **Required Elements**: Each series operating agreement shall include provisions addressing: + + * Business purpose and operational scope + + * Membership structure and classes + + * Profit interest allocation and distribution + + * Governance structure and decision-making processes + + * Management rights and responsibilities + + * Transfer restrictions + + * Dispute resolution procedures + + * Term and dissolution provisions + + * Compliance with all mandatory Company requirements + + * Capital call provisions and procedures + + * Valuation methodologies + + * Information rights + + * Non-competition and confidentiality provisions + +2. **Series Operating Agreement Flexibility**: Within the parameters established by this Agreement, series shall have broad latitude to establish: + + * Custom governance structures appropriate to their business needs + + * Specialized profit interest allocation methodologies + + * Unique membership qualifications and admission procedures + + * Industry-specific operational procedures and standards + + * Tailored distribution structures and timing + + * Other provisions specific to their business purposes or investment objectives + +3. **Series Operating Agreement Limitations**: No series operating agreement may: + + * Override or conflict with any provision of this Agreement + + * Alter the required service provider relationships established in Article 3 + + * Modify the electronic records requirements established in Section 3.2 + + * Change the capital raising requirements established in Section 3.3 + + * Eliminate or reduce Company-level compliance measures + + * Violate any securities laws or regulations + + * Attempt to limit the isolation of series as provided in Section 4.2 + + * Eliminate fiduciary duties to the extent non-waivable under Texas law + + * Create joint liability among series + +4. **Conflict Resolution**: Any provision in a series operating agreement that conflicts with this Agreement shall be void and unenforceable. In case of any ambiguity or dispute regarding potential conflicts, the Company Committee shall have final authority to interpret and resolve such conflicts. + +5. **Standard Template Requirements**: Each series operating agreement shall: + + * Be based on standard templates approved by the Company Committee + + * Maintain consistent formatting and section numbering across all series + + * Include required legal disclosures and notices + + * Be reviewed by legal counsel prior to adoption + + * Be properly executed using the electronic signature system + +#### 4.1.3 - Series Amendment Process + +1. **Series Operating Agreement Amendments**: Any series operating agreement may be amended according to its own terms, provided that: + + * The amendment does not create a conflict with this Agreement + + * Notice of the amendment is provided to the Company Committee within 10 business days + + * The amendment is properly documented in the electronic records system + + * The amendment complies with all applicable laws and regulations + + * Material amendments receive legal review prior to adoption + +2. **Series Purpose Modifications**: Any material change to a series’ business purpose or operational scope requires: + + * Prior written approval of the Company Committee + + * Amended filings with the Texas Secretary of State if required + + * Compliance with any applicable regulatory requirements + + * Updated business plan and risk assessment + + * Notification to all series members + +3. **Amendment Approval Process**: + + * Proposed amendments must be submitted in writing + + * Required approvals must be documented in the electronic records system + + * Company Committee review shall be completed within 30 days + + * Rejected amendments may be revised and resubmitted + + * Approved amendments become effective upon execution by all required parties + +4. **Emergency Amendments**: In case of regulatory changes or other urgent circumstances: + + * The Company Committee may implement temporary amendments + + * Temporary amendments must be ratified within 90 days + + * Series members must be promptly notified of emergency amendments + + * Documentation must include justification for the emergency action + + +### Section 4.2 - Series Independence and Isolation + +#### 4.2.1 - Legal and Economic Isolation + +1. **Absolute Series Isolation**: Each series is absolutely and irrevocably isolated from all other series, such that: + + * The assets, liabilities, obligations, and debts of each series are completely separate and distinct from all other series + + * No series shall have any claim, right, interest, obligation, duty, responsibility, or liability whatsoever in any other series + + * Each series operates as if it were a completely separate legal entity +<<<<<<< HEAD:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md + * The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the Company as a whole. +======= + + * The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the Company as a whole + + * No judgment creditor of any series may reach the assets of any other series or the Company +>>>>>>> b7093a834865e883d1f061045b10f9bb4b4da73b:src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md + +2. **Statutory Basis**: This isolation is established pursuant to and in accordance with Texas Business Organizations Code § 101.601 et seq., which provisions are hereby incorporated by reference. + +3. **Piercing Prevention**: The Company, all series, and all series members acknowledge and agree that: + + * Series isolation is a fundamental aspect of the Company structure + + * Series isolation shall be interpreted and enforced to the maximum extent permitted by law + + * All reasonable measures shall be taken to maintain and protect series isolation + + * If any provision limiting series isolation is found invalid, the remaining isolation provisions shall be enforced to the maximum extent possible + + * No series shall take any action that might jeopardize series isolation for itself or any other series + +4. **Jurisdictional Considerations**: + + * The parties acknowledge that series isolation may be treated differently in jurisdictions outside of Texas + + * Series engaging in activities outside of Texas must take appropriate measures to protect their limited liability status + + * Foreign qualification filings should be made where required + + * Additional entity structures may be required for operations in jurisdictions that do not recognize series LLCs + + * Legal counsel shall be consulted before conducting substantial business outside of Texas + +#### 4.2.2 - Operational Separation Requirements + +1. **Mandatory Separation**: Each series shall maintain complete operational separation, including: + + * Independent electronic books and records (provided via KNEL/TheCampus systems as required by Section 3.1) + + * Entirely separate bank accounts established through The Campus Trading Company + + * Absolute separation of all assets and liabilities + + * Independent contracts and business relationships + + * Separate tax identification numbers and filings + + * Distinct operational processes and procedures + + * Clear identification in all business dealings + + * Separate financial statements and accounting records + + * Dedicated employees or contractors for series-specific operations + +2. **Documentation of Separation**: Each series shall: + + * Maintain documentation of its separate existence in all records + + * Clearly identify itself as a separate series in all contracts and communications + + * Conduct a quarterly review of separation compliance + + * Promptly correct any identified separation issues + + * Include appropriate series isolation language in all agreements + + * Maintain records of all inter-series transactions + + * Document compliance with all separation requirements + +3. **Financial Separation**: Each series shall: + + * Maintain separate accounting records + + * Prepare its own financial statements + + * File its own tax returns if legally required + + * Conduct business solely in its own name + + * Make distributions solely from its own assets + + * Maintain capital adequacy appropriate for its business activities + + * Price any inter-series transactions at fair market value + + * Document the business purpose for any inter-series transactions + +4. **Personnel and Resource Allocation**: + + * Personnel working for multiple series must have documented allocation of time and responsibilities + + * Compensation for shared personnel must be allocated fairly among series + + * Physical resources used by multiple series must have documented usage agreements + + * Service agreements between series must be in writing and at fair market value + + * Each series must be adequately staffed to carry out its stated business purpose + +#### 4.2.3 - Prohibited Cross-Series Activities + +1. **Absolute Prohibitions**: Under no circumstances may any series: + + * Commingle any assets with any other series + + * Guarantee or secure the obligations of any other series + + * Enter into any agreement that could create joint liability with any other series + + * Represent or imply any connection to or responsibility for any other series + + * Pledge assets for the benefit of any other series + + * Assume or pay the debts of any other series + + * Share profits or losses with another series outside of permitted arm’s-length transactions + + * Use the credit or reputation of another series for its benefit + +2. **Permitted Arms-Length Transactions**: Series may engage in arms-length business transactions with other series only if: + + * The transaction is documented with the same formality as would be required for transactions with unrelated third parties + + * The transaction terms are commercially reasonable and fair to both series + + * The transaction is approved by the disinterested members of each series + + * The transaction does not undermine or threaten series isolation + + * The transaction serves a legitimate business purpose + + * The transaction is properly recorded in the books and records of each series + + * The transaction is disclosed in financial reporting + +3. **Conflict of Interest Provisions**: + + * Any transaction between series with common members requires additional scrutiny + + * Members with interests in multiple series must disclose potential conflicts + + * Conflicted members must recuse themselves from approval decisions + + * Independent valuation may be required for significant inter-series transactions + + * The Company Committee may review significant inter-series transactions + +#### 4.2.4 - Notice Requirements + +1. **Entity Identification**: Each series shall clearly identify itself in all communications, contracts, and business dealings as a distinct series of the Company. + +2. **Isolation Notice**: All contracts entered into by any series must include an explicit notice of series isolation substantially in the following form: + + “NOTICE OF LIMITED LIABILITY: [Series Name] is a series of Turnkey Network Systems LLC, a Texas series limited liability company. Under Texas law, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to this series are enforceable against the assets of this series only, and not against the assets of Turnkey Network Systems LLC generally or any other series thereof. Similarly, none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to Turnkey Network Systems LLC generally or any other series thereof shall be enforceable against the assets of this series.” + + The isolation notice shall: + + * Appear prominently in all contracts + + * Be in bold type, no smaller than the predominant font size used in the body of the contract + + * Be included in the signature block area of all contracts + + * Be acknowledged in writing by all counter-parties + + * Be included in all electronic communications where a series is entering into a binding commitment + +3. **Digital Communications**: All series must: + + * Include abbreviated isolation notice in email signatures + + * Clearly identify the specific series in all digital communications + + * Maintain separate email domains or clear series identification in email addresses + + * Include appropriate disclaimers on websites and social media + +4. **Third-Party Notification**: + + * All significant vendors and customers must be explicitly informed of series isolation + + * Employees and contractors must acknowledge understanding of series isolation + + * Lenders and financial institutions must be provided with clear documentation of series structure + + * Regulatory filings must properly identify the series structure + +#### 4.2.5 - Indemnification for Isolation Breach + +1. **Cross-Indemnification**: Each series shall indemnify, defend, and hold harmless all other series against any claim attempting to breach series isolation. + +2. **Costs of Enforcement**: Each series shall bear all costs of maintaining and enforcing its isolation. + +3. **Isolation Breach Liability**: Any series that takes action to breach, undermine, or threaten series isolation shall be liable for: + + * All direct damages resulting from such action + + * All costs of enforcement and defense + + * Reasonable attorneys’ fees + + * Any other appropriate remedies as determined by a court of competent jurisdiction + + * Potential expulsion from the Company structure + +4. **Mandatory Insurance**: + + * Each series shall maintain appropriate liability insurance + + * Insurance policies must explicitly recognize the series structure + + * Coverage limits must be appropriate for the series’ business activities + + * The Company Committee shall establish minimum insurance requirements + + * Insurance compliance shall be verified annually + +5. **Asset Protection Planning**: + + * Each series shall implement appropriate asset protection strategies + + * Critical intellectual property may be held in dedicated series + + * High-value assets may be separated from operational liabilities + + * Risk assessment shall be conducted annually + + * Adjustments to structure shall be made as necessary to maintain isolation + +### Section 4.3 - Series Management Structure + +#### 4.3.1 - Basic Management Framework + +1. **Member-Managed Default**: Unless otherwise specified in a series operating agreement, each series shall be member-managed, with day-to-day operations and business decisions made by its members in accordance with its series operating agreement. + +2. **Operational Authority**: Series members shall retain full authority to: + + * Make operational decisions + + * Enter into contracts within the series’ business purpose + + * Manage series assets + + * Conduct series business activities + + * Make distributions in accordance with the series operating agreement + + * Make investments + + * Take any other actions permitted by the series operating agreement and not in conflict with this Agreement + +3. **Board Oversight Relationship**: The Board and its committees shall: + + * Provide governance and oversight + + * Ensure compliance with this Agreement and applicable laws + + * Monitor performance and risk + + * Establish and enforce Company-wide policies; but + + * Not participate in the day-to-day management of any series unless: + + i. Expressly authorized by the series operating agreement + + ii. Necessary to address a material compliance issue + + iii. Required to prevent or mitigate significant harm to the Company or other series + +4. **Annual Performance Reviews**: Each series shall: + + * Submit to an annual performance review by the appropriate Board committee + + * Provide documentation of compliance with all applicable requirements + + * Demonstrate adherence to strategic objectives + + * Respond to any concerns or recommendations within 60 days + + * Implement required remedial measures within agreed timeframes + +5. **Required Management Documentation**: Each series shall maintain: + + * Organizational chart with clear reporting lines + + * Written delegation of authority guidelines + + * Documented policies and procedures for key operational areas + + * Risk management framework appropriate to its business + + * Succession plans for key positions + + * Emergency response protocols + +#### 4.3.2 - Series Governance Options + +1. **Alternative Governance Structures**: A series operating agreement may establish alternative governance structures, including: + + * Manager-managed governance with designated managers + + * Board-managed governance with a series board of directors + + * Officer-led governance with designated officer positions + + * Hybrid approaches combining elements of multiple structures + + * Sociocratic governance with interconnected circles + + * Professional management with executive team + +2. **Governance Documentation Requirements**: Any series with an alternative governance structure must: + + * Clearly define the governance structure in its operating agreement + + * Establish clear lines of authority and decision-making procedures + + * Define the relationship between its governance structure and the Board + + * Document all governance decisions in accordance with Section 3.2 + + * Establish accountability measures and performance metrics + + * Define term limits and succession planning for leadership positions + + * Create clear procedures for resolving governance disputes + +3. **Fiduciary Responsibilities**: All persons exercising management authority within a series shall: + + * Act with care, loyalty, and good faith toward the series and its members + + * Make decisions in the best interest of the series + + * Disclose and manage conflicts of interest + + * Maintain confidentiality of series information + + * Exercise business judgment appropriate to their role + + * Not usurp series opportunities + + * Not compete with the series without authorization + +4. **Governance Transparency Requirements**: + + * Regular reporting to series members on governance matters + + * Documentation of all major decisions and rationale + + * Clear communication of strategic initiatives + + * Accessible records of governance proceedings + + * Published governance calendar with key decision points + +#### 4.3.3 - Series Membership Decisions + +1. **New Member Admission**: The admission of new members to a series requires: + + * Compliance with the procedures set forth in the series operating agreement + + * Approval by existing series members as specified in the series operating agreement + + * Company Committee approval, which shall not be unreasonably withheld + + * Execution of a membership interest subscription agreement and acknowledgment of this Agreement + + * Verification of accredited investor status if applicable + + * Completion of required background checks and due diligence + + * Compliance with all applicable securities laws + +2. **Member Removal**: Members may be removed from a series only: + + * In accordance with the series operating agreement + + * For cause as defined in the series operating agreement + + * Following all required notice and cure periods + + * With proper documentation in the electronic records system + + * Following any required buyout of the member’s interest + + * In compliance with all procedural requirements + + * With fair valuation of the member’s interest if applicable + +3. **Member Rights and Remedies**: + + * Members shall have inspection rights as specified in the series operating agreement + + * Members may bring derivative actions on behalf of the series in accordance with the TBOC + + * Members shall have access to information as provided in Section 5.2.2(3) + + * Members may seek mediation or arbitration of disputes as provided in Schedule H + + * Members may exercise statutory rights under the TBOC to the extent not validly waived + +4. **Membership Interest Valuation**: + + * Membership interests shall be valued in accordance with the methodology specified in the series operating agreement + + * In the absence of a specified methodology, fair market value shall be determined by an independent appraiser + + * Valuation shall be required for significant membership transactions + + * The Company Committee may establish valuation guidelines + + * Valuations shall be documented and maintained in the electronic records system +### Section 4.4 - Special Series Types + +#### 4.4.1 - TDCMSP Series (Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series) + +1. **Purpose and Limitations**: A TDCMSP Series: + + * May only own physical assets, real property, and intellectual property + + * Has no operational capability except through usage agreements with appropriate operational series + + * Cannot enter agreements with the Company + + * Cannot enter agreements with any non-TSYS Group entities + + * Must maintain clear documentation of all assets owned + + * May not incur debt except for asset acquisition and maintenance + + * Must maintain adequate insurance for all assets + +2. **Asset Categories**: TDCMSP Series may own and manage: + + * Tools and equipment + + * Dies and molds + + * Casting equipment + + * Raw materials + + * Supplies and consumables + + * Intellectual property + + * Patents and trademarks + + * Technical documentation + + * Manufacturing processes + + * Design specifications + + * Real property + + * Digital assets and software + + * Data sets and databases + + * Domain names and online assets + +3. **Lease Agreement Requirements**: All TDCMSP Series must execute written lease agreements that include: + + * Precise asset identification and valuation + + * Clearly defined maintenance responsibilities + + * Asset replacement provisions and funding mechanisms + + * Insurance requirements with minimum coverage levels + + * Usage tracking and reporting obligations + + * Term and renewal provisions + + * Default and remediation procedures + + * Fair market value lease rates + + * Clear termination procedures + + * Asset return conditions + + * Dispute resolution provisions + + * Indemnification clauses + +4. **Asset Management Requirements**: All TDCMSP Series must implement: + + * Regular asset valuation by qualified third parties + + * Comprehensive maintenance records + + * Usage tracking systems + + * Industry-standard depreciation schedules + + * Replacement planning with adequate reserves + + * Annual asset audits + + * Asset management software systems + + * Regular condition assessments + + * Maintenance schedule compliance monitoring + + * For intellectual property assets: + + i. Formal IP protection strategies + + ii. Regular monitoring for potential infringement + + iii. Maintenance of registrations, renewals, and filings + + iv. Documented chain of title and ownership verification + + v. Periodic valuation of IP portfolio + + vi. Appropriate confidentiality and trade secret protections + + vii. License compliance monitoring + + viii. Royalty collection and distribution systems + +5. **Revenue Model and Distribution**: + + * All lease payments shall be allocated according to the series operating agreement + + * Reserves shall be established for asset maintenance and replacement + + * Distributions shall be made only after adequate reserves are established + + * Special distributions may be made for extraordinary asset sales + + * Reinvestment programs may be established for asset acquisition + + * Royalty streams from intellectual property shall be separately accounted for + +6. **Capitalization Requirements**: + + * TDCMSP Series shall maintain adequate capitalization for their asset portfolio + + * Capital adequacy shall be reviewed annually + + * Special capital calls may be authorized for strategic asset acquisition + + * Asset financing shall comply with Section 3.3 + + * Capital deployment plans shall be updated annually + +#### 4.4.2 - Operating Series Requirements for TDCMSP Leases + +1. **Qualification Requirements**: Operating Series leasing assets from TDCMSP Series must: + + * Demonstrate operational capability for proper asset utilization + + * Maintain required insurance with TDCMSP Series named as additional insured + + * Follow maintenance schedules established in lease agreements + + * Provide monthly usage reports + + * Comply with all lease terms + + * Conduct regular inspections and provide documentation + + * Maintain qualified personnel for asset operation + + * Implement safety protocols appropriate to the assets + + * Report any damage or performance issues immediately + +2. **Operational Responsibilities**: Operating Series leasing TDCMSP assets must: + + * Designate specific personnel responsible for asset management + + * Implement proper training for all personnel using assets + + * Establish and follow standard operating procedures + + * Conduct regular inspections and maintenance + + * Immediately report any damage or malfunction + + * Properly account for lease expenses + + * Document all asset usage + + * Implement asset security measures + + * Return assets in specified condition upon lease termination + + * Cooperate with asset audits and assessments + +3. **Intellectual Property Compliance**: + + * Operating Series using TDCMSP intellectual property must: + + * Implement appropriate quality control measures + + * Comply with brand standards and guidelines + + * Properly mark all IP with ownership and protection notices + + * Report any known or suspected infringement + + * Maintain confidentiality of trade secrets + + * Use software and digital assets only as licensed + + * Implement employee training on IP compliance + + * Document all IP usage and revenue generation + + * Provide required royalty reports + +4. **Default and Remedy Provisions**: + + * Default on lease obligations shall trigger: + + * Written notice and cure periods as specified in the lease agreement + + * Escalation to the Company Committee if uncured + + * Potential termination of lease rights + + * Asset recovery procedures + + * Liability for any damage beyond normal wear and tear + + * Potential cross-default provisions for multiple lease agreements + + * Dispute resolution through Schedule H procedures + +#### 4.4.3 - Technology Holding Series + +1. **Purpose and Structure**: A Technology Holding Series: + + * May be established specifically for software, digital assets, and technology intellectual property + + * Shall hold technology assets developed by or for TSYS Group entities + + * Shall license such assets to appropriate Operating Series + + * May develop technology commercialization strategies + + * Shall coordinate technology protection and enforcement + + * Shall manage the technology lifecycle + + * May establish relationships with external technology partners + +2. **Technology Management Requirements**: + + * Development of formal technology roadmaps + + * Implementation of technology valuation methodologies + + * Establishment of licensing frameworks and templates + + * Security and protection protocols for digital assets + + * Version control and update management + + * Compliance with software and data regulations + + * Open source compliance monitoring + + * Technology escrow arrangements as appropriate + + * Regular technology portfolio reviews + + * Documentation of all technology assets + +3. **Licensing Structures**: + + * Internal license agreements shall include: + + * Scope of permitted use + + * Licensing fees or royalty structures + + * Maintenance and support obligations + + * Version upgrade rights + + * Customization parameters + + * Protection of source code and other sensitive assets + + * Fair market value determination methodology + + * Performance metrics and service levels if applicable + + +### Section 4.5 - Cell Series Provisions + +#### 4.5.1 - Cell Series Establishment + +1. **Creation Requirements**: Establishment of a Cell Series requires: + + * Explicit Board approval by a two-thirds majority vote + + * Filing of required notices with the Texas Secretary of State + + * Execution of a cell series operating agreement + + * Compliance with all applicable regulatory requirements + + * Completion of a comprehensive business plan and risk assessment + + * Identification of initial subsidiary series to be created + + * Implementation of enhanced governance and compliance systems + +2. **Cell Purpose Statement**: The proposal for a Cell Series must include a detailed purpose statement describing: + + * Strategic rationale for the cell structure + + * Types of subsidiary series to be created + + * Governance relationship with the Company + + * Economic structure and capital requirements + + * Risk management framework + + * Target markets and business objectives + + * Projected financial performance + + * Long-term growth and development plans + + * Competitive analysis and market positioning + + * Exit strategy or long-term sustainability plan + +3. **Capitalization Requirements**: + + * Minimum initial capitalization as determined by the Board + + * Capital adequacy framework appropriate to planned activities + + * Funding mechanisms for subsidiary series + + * Reserve requirements for operational contingencies + + * Capital deployment schedules and milestones + + * Financial covenants to ensure ongoing solvency + + * Quarterly financial reporting to the Board + +#### 4.5.2 - Cell Series Governance + +1. **Independent Governance**: A Cell Series may: + + * Establish and maintain an independent Series board + + * Create specialized governance committees + + * Implement governance structures independent from the Company Committee + + * Develop its own policies and procedures + + * Establish executive leadership positions + + * Implement unique incentive and compensation structures + + * Develop proprietary operating procedures + +2. **Governance Requirements**: All Cell Series must: + + * Document governance structures in the cell series operating agreement + + * Establish clear reporting relationships to the Board + + * Implement appropriate controls and compliance measures + + * Maintain compliance with Company requirements + + * Submit quarterly governance reports to the Board + + * Conduct annual governance effectiveness reviews + + * Implement succession planning for key leadership positions + + * Maintain appropriate committee structures + + * Document all governance decisions in the electronic records system + +3. **Oversight and Accountability**: + + * Cell Series boards shall be accountable to the Board + + * Annual performance evaluations of the Cell Series board + + * Regular governance audits by the Company Committee + + * Transparency in decision-making processes + + * Conflicts of interest management and disclosure + + * Ethics and compliance program appropriate to activities + + * Whistleblower protection mechanisms + + * Direct reporting line to the Board for compliance concerns + +#### 4.5.3 - Cell Series Structure + +1. **Multi-Series Framework**: A Cell Series: + + * May contain multiple subsidiary series + + * Provides administrative oversight for all subsidiary series + + * Establishes common policies across subsidiary series + + * Maintains compliance for the entire cell structure + + * Implements standardized operating procedures + + * Provides shared services to subsidiary series + + * Coordinates strategic planning across subsidiary series + + * Establishes branding and market positioning + +2. **Subsidiary Independence**: Each subsidiary series within a Cell Series: + + * Maintains complete asset and liability isolation + + * Operates independently according to its specific purpose + + * Has its own membership interests + + * Is subject to all provisions of Section 4.2 + + * Maintains separate financial records + + * Has its own governance structure within cell framework + + * Retains operational autonomy within cell policies + + * May have distinct branding and market positioning + +3. **Inter-Series Relationships**: + + * Formal service agreements must exist between Cell Series and subsidiary series + + * All inter-series transactions must be at fair market value + + * Resource sharing must be documented with clear allocation methodologies + + * Cost sharing arrangements must be formalized and equitable + + * Intellectual property licensing must be properly documented + + * Personnel sharing must follow Section 4.2.2(4) + + * Transfer pricing documentation must be maintained + +#### 4.5.4 - Subsidiary Series Creation + +1. **Creation Authority**: A Cell Series may create subsidiary series: + + * Under its own authority as established in its cell series operating agreement + + * Without requiring specific Company Board approval for each subsidiary + + * Subject to any limitations in its cell series operating agreement + + * In compliance with all requirements of this Agreement + + * Following standardized establishment procedures + + * With proper capitalization and business planning + + * After appropriate market and risk assessment + +2. **Documentation Requirements**: For each subsidiary series created, the Cell Series must: + + * File all required notices with the Texas Secretary of State + + * Execute a subsidiary series operating agreement + + * Establish separate books and records + + * Obtain a separate EIN if required + + * Notify the Company Committee within 10 business days of creation + + * Implement required compliance and governance systems + + * Establish appropriate banking and financial accounts + + * Document the business purpose and operational parameters + + * Implement required securities law compliance measures + +3. **Establishment Standards**: + + * Cell Series shall develop standardized criteria for subsidiary creation + + * Formal feasibility and due diligence process shall be documented + + * Minimum viability metrics shall be established + + * Anti-cannibalization analysis for overlap with existing series + + * Competitive impact assessment within TSYS Group + + * Resource allocation planning + + * Market entry strategy + + * Personnel requirements and sourcing plans + +#### 4.5.5 - Cell Series Board Powers + +1. **Authorized Powers**: A Cell Series board shall have authority to: + + * Establish subsidiary series + + * Set internal governance policies + + * Approve subsidiary series actions + + * Monitor subsidiary compliance + + * Manage resource allocation across the cell + + * Implement strategic initiatives within the cell + + * Establish compensation structures + + * Approve significant contracts and commitments + + * Manage capital deployment within the cell + + * Resolve disputes between subsidiary series + + * Approve merger or acquisition activities + + * Oversee risk management + +2. **Limitations on Powers**: A Cell Series board may not: + + * Override Company service provider requirements + + * Violate or modify any provisions of this Agreement + + * Create obligations binding on the Company or other series + + * Take any action that would threaten series isolation + + * Issue securities non-compliant with Article 5 + + * Modify the capital raising requirements in Section 3.3 + + * Establish governance structures in conflict with this Agreement + + * Enter into agreements binding the Company + + * Create cross-series liability or guarantees + +3. **Compliance Oversight**: Each Cell Series shall be subject to: + + * Company Committee oversight for overall compliance + + * Annual compliance audits + + * Regular reporting requirements + + * Remediation obligations for any identified compliance issues + + * Risk-based monitoring by appropriate Board committees + + * Periodic governance reviews + + * Compliance with all regulatory requirements + + * Implementation of recommended remedial measures + +4. **Strategic Planning Authority**: + + * Development of multi-year strategic plans for the Cell Series + + * Resource allocation across subsidiary series + + * Capital deployment planning and prioritization + + * Market development and expansion strategies + + * Technology roadmap development + + * Talent acquisition and development programs + + * Innovation and research initiatives + + * Strategic partnership development + +5. **Financial Management Powers**: + + * Budget approval for the Cell Series and subsidiaries + + * Capital expenditure authorization within approved limits + + * Financial performance monitoring and intervention when necessary + + * Reserve policy implementation + + * Distribution approval in accordance with operating agreements + + * Financial restructuring of subsidiary series when necessary + + * Implementation of financial controls + + * Audit oversight and response management + +### Section 4.6 - Permanently Established Series + +#### 4.6.1 - Designation of Permanent Series + +The following series are hereby established as permanent series of the Company. They shall adopt and operate under this Agreement until such time as they adopt their own series operating agreements consistent with this Agreement. + +1. **Wyble Family Office Group Cell Series**: + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ManagementCompany (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ReachableCEOEnterprises (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TSYSCompanyMember (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - REDWFO-ManagementCo-Member (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - RWSCP-ManagementCo-Member (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - KNELMember (series) LLC + + * Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TCTCMember (series) LLC + +2. **Redwood Family Office Group Cell Series**: + + * Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Redwood Family Office Group (Cell) - ManagementCo (series) LLC + +3. **Redwood Springs Capital Partners Group Cell Series**: + + * Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC + + * Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) - ManagementCo (series) LLC + +4. **Operational Entities of the Company**: + + * Turnkey Network Systems LLC - Known Element Enterprises (series) LLC + + * Turnkey Network Systems LLC - The Campus Trading Company (series) LLC + +#### 4.6.2 - Permanent Series Restrictions and Governance + +1. **General Series Restrictions**: The following restrictions apply to all series established under Section 4.6.1: + + * Those series may not be dissolved + + * No additional members may be added to those series + + * No members may be removed from those series + + * Their essential purpose and function may not be materially altered + + * Their governing structures must be maintained as specified in their respective series operating agreements + + * Their fundamental rights and obligations under this Agreement cannot be modified + + * They retain absolute priority in governance succession matters + +2. **Modification Limitations**: The provisions of this Section 4.6 may not be: + + * Amended except with unanimous consent of all series members and the Board + + * Overridden by any series operating agreement + + * Modified through any Board or committee action + + * Interpreted in a manner that would diminish the rights of permanent series + + * Circumvented through indirect means or restructuring + + * Subject to any waiver + +3. **Permanent Series Documentation**: + + * All permanent series shall maintain comprehensive documentation of their founding purpose + + * Special archiving requirements apply to permanent series governance records + + * Formal succession planning documentation must be maintained + + * Historical operation records must be preserved indefinitely + + * Documented rationale for all major decisions must be maintained + +#### 4.6.3 - Special Purpose Series Provisions + +##### 4.6.3.1 - Wyble Family Office Group (Cell) (series) LLC (aka WFO Group) + +1. **Purpose and Status**: WFO Group and its subsidiary series: + + * Is the private, multi-family, multi-state, multi-generational family office LLC of the Company founders (Charles Wyble and Patti Wyble) + + * Shall have no voting rights in the Company or its series (voting rights in Company operational series will be held directly by Charles Wyble and/or Patti Wyble) + + * Will only hold Class B Profit Interests in various Company series + + * Serves as a centralized management entity for the founders’ interests + + * Functions as a legacy planning vehicle for intergenerational wealth transfer + + * Acts as a strategic holding company for founder investments + + * Maintains separate investment strategies from the Company’s operational focus + +2. **Delegation of Control**: WFO Group and/or its relevant subsidiaries permanently and irrevocably delegate control of: + + * The Company + + * The permanent Company series it’s the sole member of (KNEL/TheCampus/RWSCP/REDWFO and/or subsidiaries thereof) + + to the relevant Board and/or officers as appropriate per the relevant operating agreement provisions. + +3. **Operational Authority Delegation**: WFO Group and WFO Group Management Company permanently and irrevocably delegate their operational authority to: + + * Charles Wyble and Patti Wyble + + * The Charles Wyble And Patti Wyble Living Trust + + * The WFO Group Board (which shall consist of Charles Wyble and Patti Wyble as founding members) + + * Such succession trustees or beneficiaries as may be designated in the WFO Group succession plan + + * Such professional advisors as may be appointed by the above parties + +4. **Operational Independence**: WFO Group and all of its subsidiaries shall: + + * Operate independently of the Company Board and its committees, with its own Cell Board having full authority over WFO Group funds + + * Maintain its own governance structure + + * Have full authority to establish and govern its subsidiary series without needing the Company Board approval + + * Not be subject to Company Committee or Company Board oversight + + * Utilize KNEL/TheCampus systems like all other series + + * May have its own banking relationships + + * May receive external capital directly from Charles Wyble and Patti Wyble and/or The Charles Wyble and Patti Wyble Living Trust + + * May establish its own investment policies and strategies + + * May engage professional advisors and service providers + + * May establish its own administrative systems in addition to KNEL/TheCampus systems + + * May create additional subsidiaries for specialized purposes + +5. **Succession Planning Provisions**: + + * WFO Group shall maintain a comprehensive succession plan + + * The succession plan shall be reviewed and updated annually + + * Succession events shall trigger predefined governance transitions + + * Successor training and development programs shall be established + + * Key documentation shall be maintained in secure repositories with appropriate access controls + + * Professional advisors shall be engaged to ensure succession planning effectiveness + +##### 4.6.3.2 - Redwood Family Office Group (Cell) (series) LLC (aka REDWFO) + +1. **Purpose and Status**: REDWFO and its subsidiary series: + + * Is the public, multi-series, multi-party, multi-stakeholder family office LLC for Company stakeholders + + * Has a broad mandate to maximize benefit for all of its members + + * Provides top-tier benefits packages for all Company stakeholders that elect to utilize its offerings + + * Operates as a comprehensive wealth management platform + + * Facilitates collective investment opportunities for members + + * Provides financial education and planning resources + + * Negotiates group rates for insurance and other benefits + + * Coordinates philanthropic activities for members + + * Supports professional development for stakeholder families + +2. **Balancing Role**: REDWFO is established as a balancing entity to the Board and Founder/Investor class members, recognizing that benefits are a core component of stakeholder value rather than merely a cost of doing business. + +3. **Operational Independence**: REDWFO and all of its subsidiaries shall: + + * Operate independently of the Company Board and its committees, with its own Cell Board having full authority over REDWFO funds and operations + + * Maintain its own governance structure + + * Have full authority to establish and govern its subsidiary series without needing the Company Board approval + + * Be subject to minimal Company Committee oversight for compliance + + * May establish its own COO and other officers + + * Utilize KNEL/TheCampus systems like all other series + + * Operate without generating profit, as specified in Section 4.6.5 + + * Develop and implement a member-driven strategic plan + + * Establish objective metrics for measuring stakeholder benefit + + * Create transparent reporting structures for members + + * Implement feedback mechanisms for continuous improvement + +4. **Benefit Program Development**: + + * Annual assessment of stakeholder needs and preferences + + * Benchmarking against industry-leading benefit programs + + * Regular review and enhancement of benefit offerings + + * Customization options for members with diverse needs + + * Collective negotiation of benefit program terms + + * Focus on both financial and lifestyle benefits + + * Implementation of wellness and quality of life initiatives + +5. **Membership Structure**: + + * Eligibility criteria for various stakeholder categories + + * Differentiated benefit access based on role and tenure + + * Clearly defined rights and responsibilities of members + + * Structured onboarding process for new members + + * Regular member communication and education + + * Member advisory council with representative governance + +#### 4.6.4 - Operating Series Governance + +Known Element Enterprises (series) LLC and The Campus Trading Company (series) LLC shall: + +1. **Be subject to Board oversight** + +2. **Be subject to Company Committee and any other relevant Board committee oversight** + +3. **Establish their own operating agreements as soon as is practical** + +4. **Operate in accordance with the service provider requirements established in Article 3** + +5. **Implement specialized governance appropriate to their service functions**: + + * Establish technical advisory boards with domain expertise + + * Implement user feedback mechanisms from other series + + * Create service development roadmaps with stakeholder input + + * Establish transparent performance metrics + + * Develop formal service catalogs with defined SLAs + + * Implement change management processes + + * Conduct regular service reviews with all series + + * Establish clear escalation paths for service issues + +6. **Operational Requirements**: + + * Maintain comprehensive documentation of all systems and services + + * Implement robust quality assurance processes + + * Establish business continuity and disaster recovery capabilities + + * Conduct regular security assessments and remediations + + * Maintain required industry certifications + + * Provide regular training and professional development for staff + + * Establish knowledge management systems + +#### 4.6.5 - Cost-Only Operation Requirements + +1. **Cost-Only Designation**: The following series shall operate on a cost-only basis and shall not generate profit: + + * Known Element Enterprises (series) LLC + + * The Campus Trading Company (series) LLC + + * Redwood Family Office Group (series) LLC (any profit generated from investment shall be automatically invested back into itself to provide additional benefit to its stakeholders) + +2. **Operational Requirements**: These cost-only series shall: + + * Operate solely to cover operational costs without markup + + * Not markup services or products above cost + + * Not retain earnings beyond operational requirements and reasonable reserves + + * Not make distributions of profit + + * Maintain transparent cost accounting with quarterly reporting + + * Undergo annual cost audits by independent third parties + + * Regularly adjust pricing to maintain cost-only status + + * Implement efficiency improvements to reduce costs + + * Provide detailed cost breakdown to users + + * Benchmark costs against external providers annually + +3. **Reserve Requirements**: Cost-only series may maintain reasonable reserves only for: + + * Equipment replacement and upgrades + + * Facility maintenance and improvements + + * Emergency funds + + * Research and development directly related to service improvements + + * Training and professional development for personnel + + * Technology updates and enhancements + + * Compliance with regulatory requirements + + * Innovation initiatives with clear benefit to service users + + All reserves shall be: + + * Clearly documented in financial statements + + * Subject to annual review and approval by the Audit and Finance Committee + + * Limited to a maximum of 15% of annual operating expenses unless specifically approved by the Board + + * Maintained in segregated accounts + + * Reported quarterly to all service users with explanation of purpose and utilization plans + + * Subject to policy guidelines established by the Board + + * Invested in accordance with Board-approved investment policies + +4. **Transparency Obligations**: Cost-only series must: + + * Provide detailed cost breakdowns to all service users + + * Publish quarterly financial reports + + * Make all financial records available for review by service users + + * Conduct annual town hall meetings to review finances with stakeholders + + * Implement open-book management practices + + * Respond promptly to information requests + + * Provide advance notice of any significant cost changes + + * Document methodologies for cost allocation + + * Maintain historical cost data for trend analysis + + * Publish efficiency and cost-saving metrics + +5. **Financial Management Requirements**: + + * Implementation of zero-based budgeting processes + + * Regular cost optimization reviews + + * Formal approval process for significant expenditures + + * Documented procurement policies with competitive bidding + + * Regular vendor performance reviews + + * Implementation of efficiency metrics and targets + + * Continuous improvement initiatives focused on cost reduction + + * Technology assessment for cost-saving opportunities + +## ARTICLE 5 - MEMBERSHIP INTEREST CLASSIFICATIONS + +### Section 5.1 - Membership Interest Class Structure + +#### 5.1.1 - Three-Class System Establishment + +1. **Mandatory Classification Structure**: All membership interests in any series shall be divided into the following three classes: + a. Class A Membership Interests (“Regular Members”) + b. Class B Membership Interests (“Economic Interest Members”) + c. Class C Membership Interests (“Involuntary Members”) + +2. **No Unclassified Interests**: No series may issue or maintain any membership interest that is not classified within one of these three classes. Any attempt to create an unclassified membership interest shall be void and of no effect. + +3. **No Capital Interests**: As specified in Section 1.2, no series shall issue capital interests or maintain capital accounts. All economic rights shall be structured exclusively as profit interests through the three-class system established in this Article. + +#### 5.1.2 - Purpose and Legal Basis + +1. **Protective Purpose**: This mandatory class structure is established to: + a. Protect the integrity of the Company and its series; + b. Prevent members from being forced into unwanted business relationships with creditors, ex-spouses, or other parties who may acquire interests through involuntary transfers; + c. Ensure operational continuity and business stability; + d. Prevent dissolution or asset liquidation by involuntary members; and + e. Establish a clear framework for the allocation of governance and economic rights. + +2. **Legal Basis**: This classification system is established pursuant to: + a. The contractual freedom provided by the Texas Business Organizations Code § 101.052; + b. The series provisions of the Texas Business Organizations Code § 101.601 et seq.; + c. The rights of companies to restrict transfers under Texas Business Organizations Code § 101.108; and + d. Applicable case law upholding the enforceability of membership class distinctions. + +3. **Acknowledgment of Member Agreement**: By acquiring any membership interest in any series, each member explicitly acknowledges and agrees to: + a. The classification system established in this Article; + b. The automatic conversion provisions of Section 5.5; + c. The transfer restrictions of Section 5.6; and + d. All other provisions relating to membership interests contained in this Agreement. + +### Section 5.2 - Class A Membership Interests (Regular Members) + +#### 5.2.1 - Definition and Qualification + +1. **Class A Definition**: Class A Membership Interests are membership interests with full voting and economic rights, acquired exclusively through: + a. Initial issuance upon series formation; + b. Issuance of new membership interests with proper approval by existing series members and the Company Committee; + c. Transfer from an existing Class A member with all required approvals as specified in the applicable series operating agreement and Section 5.6; or + d. Conversion from another class as specifically authorized in a series operating agreement and approved by the Company Committee. + +2. **Qualification Requirements**: To qualify for and maintain Class A membership, a person must: + a. Be a natural person or an entity approved by the existing Class A members and the Company Committee; + b. Meet any additional qualification requirements specified in the applicable series operating agreement; + c. Execute a subscription agreement and any other required documentation; + d. Acknowledge and agree to be bound by this Agreement and the applicable series operating agreement; and + e. Not be subject to any disqualification events as defined in the applicable series operating agreement. + +#### 5.2.2 - Rights and Privileges + +1. **Governance Rights**: Class A Members shall have: + a. Full voting rights on all matters requiring member approval, with voting power as specified in the applicable series operating agreement; + b. Right to participate in governance and decision-making processes; + c. Right to serve in circles and on committees as established under the sociocratic governance structure; + d. Right to participate in series meetings and Board meetings as specified in the applicable governance documents; + e. Right to propose and vote on series actions; + f. Right to participate in consent decision-making processes; and + g. Any other governance rights specified in the applicable series operating agreement. + +2. **Economic Rights**: Class A Members shall have: + a. Right to receive distributions of available cash flow as determined by the applicable series and in accordance with the profit interest allocation specified in the series operating agreement; + b. Right to receive allocations of profits and losses for tax purposes; + c. Right to participate in liquidation proceeds upon dissolution of the series; and + d. Other economic rights specified in the applicable series operating agreement. + +3. **Information Rights**: Class A Members shall have: + a. Right to access books and records maintained in the electronic records system; + b. Right to receive regular financial reports; + c. Right to receive tax information; + d. Right to inspect contracts and material agreements; and + e. Other information rights specified in the applicable series operating agreement. + +#### 5.2.3 - Obligations + +1. **Compliance Obligations**: Class A Members shall: + + a. Comply with all provisions of this Agreement and the applicable series operating agreement; + + b. Adhere to all policies and procedures established by the series and the Board; + + c. Maintain the confidentiality of series information; + + d. Discharge any fiduciary duties applicable to their role; and + + e. Fulfill any other obligations specified in the applicable series operating agreement. + +2. **Notification Requirements**: Class A Members must immediately notify the series and the Company Committee of: + + a. Any legal proceedings that may affect their membership interest; + + b. Any bankruptcy proceedings; + + c. Any divorce proceedings where the membership interest may be contested; + + d. Any creditor claims against their membership interest; and + + e. Any other event that could trigger conversion to Class C status under Section 5.5. + +3. **Conflict of Interest Obligations**: Class A Members shall: + + a. Disclose in writing all actual and potential conflicts of interest; + + b. Annually certify compliance with conflict of interest policies; + + c. Recuse themselves from voting on matters where they have a conflict; + + d. Not compete with the series or Company without prior written authorization; + + e. Not usurp business opportunities that should first be offered to the series; and + + f. Not use series property, information, or position for improper personal gain. + +### Section 5.3 - Class B Membership Interests (Economic Interest Members) + +#### 5.3.1 - Definition and Classification + +1. **Class B Definition**: Class B Membership Interests are membership interests with economic rights only and no governance rights, which may be: + a. Issued directly as Class B interests upon series formation; + b. Issued as new Class B interests with proper approval as specified in the applicable series operating agreement; + c. Transferred from an existing Class B member with required approvals; or + d. Created through voluntary conversion of Class A interests as provided in a series operating agreement. + +2. **Purpose of Class B Interests**: Class B interests are designed to: + a. Allow for profit sharing without governance participation; + b. Facilitate estate planning and generational wealth transfer; + c. Enable strategic economic alignments with partners; + d. Support profit-sharing arrangements with stakeholders; and + e. Separate economic participation from operational decision-making. + +#### 5.3.2 - Limited Rights + +1. **Economic Rights Only**: Class B Members shall have: + a. Right to receive distributions if and when declared (economic rights only); + b. Right to receive allocations of profits and losses for tax purposes; + c. Right to receive financial reports and tax information necessary for tax reporting; + d. Right to receive notice of material events affecting economic rights; and + e. Right to transfer the Class B interest subject to the same restrictions and automatic conversion rules applicable to all membership interests. + +2. **Right to Information**: Class B Members shall receive: + a. Annual financial statements of the series; + b. Tax information necessary for income tax reporting; + c. Notice of any material events that could reasonably be expected to materially and adversely affect their economic rights; and + d. Such other information as may be specified in the applicable series operating agreement. + +#### 5.3.3 - Restrictions and Limitations + +1. **No Governance Rights**: Class B Members shall have: + a. No voting rights on any matter; + b. No right to participate in management or operations; + c. No right to participate in any company meetings except as specifically permitted in the series operating agreement; + d. No right to serve on boards, committees, or in circles; + e. No right to inspect books and records beyond financial reports and tax information; + f. No right to initiate dissolution, liquidation, or asset sales; + g. No right to force distributions; + h. No right to participate in discussions at meetings; and + i. No right to approve or object to company actions. + +2. **Additional Limitations**: Class B Members: + a. May not represent the series in any capacity; + b. May not bind the series to any obligation; + c. May not use series property except as specifically authorized; + d. May not access confidential operational information; and + e. Have no fiduciary duties to the series or other members. + +### Section 5.4 - Class C Membership Interests (Involuntary Members) + +#### 5.4.1 - Definition and Classification + +1. **Class C Definition**: Class C Membership Interests are membership interests with severely limited rights that result exclusively from: + a. Court judgments or executions upon judgments affecting a membership interest; + b. Assignments of membership interests in satisfaction of a debt; + c. Charging orders against membership interests; + d. Contested divorce proceedings involving membership interests; + e. Bankruptcy proceedings involving a member; + f. Involuntary transfer by operation of law; or + g. Any other involuntary transfer mechanism. + +2. **Automatic Classification**: Any Class A or Class B interest that is involuntarily transferred through any mechanism listed in Section 5.4.1(1) shall automatically convert to a Class C interest without further action required, as provided in Section 5.5. + +#### 5.4.2 - Limited Rights + +1. **Minimal Rights**: Class C Members shall have only: + a. Right to receive notices of meetings as an observer; + b. Right to receive distributions if and when declared (economic rights only); + c. Right to receive tax information necessary for tax reporting; + d. Right to transfer the Class C interest subject to the same restrictions and automatic conversion rules; and + e. Such other minimal rights as may be required by non-waivable provisions of applicable law. + +2. **Financial Information**: Class C Members shall receive only: + a. Annual financial reports containing summary balance sheet and income statement information; + b. Tax information necessary for income tax reporting; and + c. Notice of dissolution of the series. + +#### 5.4.3 - Restrictions and Limitations + +1. **Comprehensive Restrictions**: Class C Members shall have: + a. No voting rights on any matter; + b. No right to participate in management or operations; + c. No right to serve on boards, committees, or in circles; + d. No right to inspect books and records beyond the financial reports specified in Section 5.4.2(2); + e. No right to initiate dissolution, liquidation, or asset sales; + f. No right to force distributions; + g. No right to participate in discussions at meetings; + h. No right to approve or object to company actions; + i. No right to access company facilities; + j. No right to company information beyond the minimum specified in Section 5.4.2; and + k. No right to transfer Class C interests except as provided in Section 5.6. + +2. **Additional Limitations**: Class C interests: + a. Shall not accrue any additional rights through the passage of time; + b. May be redeemed by the series at any time for fair value as determined by the series; + c. Shall not create any fiduciary duties owed to the holder; and + d. Shall not entitle the holder to any information about company operations, strategy, customers, or any other business matters. + +### Section 5.5 - Automatic Conversion Provisions + +#### 5.5.1 - Conversion from Class A or B to Class C + +1. **Automatic Conversion Events**: Conversion from Class A or Class B to Class C shall occur automatically and immediately upon: + + a. Service of a charging order affecting the membership interest; + + b. Entry of a judgment affecting the membership interest; + + c. Filing of divorce proceedings where the membership interest is contested; + + d. Assignment of the membership interest to a creditor; + + e. Filing of bankruptcy by or against the member; + + f. Death of a member, unless: + + i. The series operating agreement specifically provides for different treatment; and + + ii. The executor or personal representative of the deceased member’s estate provides written notice of intent to comply with such provisions within 30 days of the member’s death; and + + iii. All required documentation is completed within the timeframe specified in the series operating agreement, or if no timeframe is specified, within 90 days of the member’s death; or + + g. Any other event resulting in involuntary transfer or encumbrance of the membership interest. + + +#### 5.5.2 - Documentation of Conversion + +1. **Record of Conversion**: Upon becoming aware of a conversion event, the series shall: + a. Document the conversion in the electronic records system; + b. Issue a notice of conversion to the affected member and any transferee; + c. Update the membership records to reflect the Class C status; + d. Issue a new electronic certificate reflecting the Class C status; and + e. Notify other members of the series as required by the series operating agreement. + +2. **Content of Notice**: The notice of conversion shall include: + a. Identification of the affected membership interest; + b. Description of the conversion event; + c. Effective date of conversion; + d. Summary of Class C rights and limitations; + e. Reference to the governing provisions in this Agreement; and + f. Any other information required by the series operating agreement. + +3. **Effect on Series Operations**: The series may take any actions necessary to address the conversion, including: + a. Redistributing governance responsibilities; + b. Adjusting quorum and voting requirements to account for the converted interest; + c. Implementing contingency plans established for such events; and + d. Other actions specified in the series operating agreement. + +#### 5.5.3 - Prohibition on Reconversion + +1. **No Automatic Reconversion**: Class C interests shall not be automatically convertible back to Class A or Class B interests under any circumstances. + +2. **Limited Redemption Option**: A series may, in its sole discretion and if permitted by its operating agreement: + a. Redeem a Class C interest for fair value; + b. Reissue a new Class A or Class B interest to the original holder after resolving the conversion trigger event; or + c. Implement other remediation measures specified in its operating agreement. + +3. **Requirements for New Issuance**: Any reissuance of membership interests under Section 5.5.3(2) shall: + a. Be treated as an entirely new issuance, not a reconversion; + b. Require all approvals applicable to new membership interests; + c. Require new subscription documentation; and + d. Be discretionary, not mandatory, regardless of resolution of the triggering event. + +### Section 5.6 - Transfer and Assignment Restrictions + +#### 5.6.1 - General Transfer Restrictions + +1. **Comprehensive Restriction**: All transfers of membership interests, whether voluntary or involuntary, are subject to: + a. The restrictions in this Article; + b. Any additional restrictions in the applicable series operating agreement; + c. Securities law restrictions; + d. The approval requirements specified in this Section; and + e. Proper documentation in the electronic records system. + +2. **Void Transfers**: Any attempted transfer in violation of the restrictions in this Agreement or the applicable series operating agreement shall be: + a. Void and of no effect; + b. Not recognized by the Company or the series; + c. Not recorded in the records of the Company or series; and + d. Not binding on the Company or any series. + +3. **Enforcement**: The Company and each series: + a. Shall strictly enforce all transfer restrictions; + b. Shall not recognize or record prohibited transfers; + c. May take all actions necessary to prevent or reverse attempted prohibited transfers; and + d. May seek injunctive relief and damages for attempted prohibited transfers. + +#### 5.6.2 - Permitted Voluntary Transfers + +1. **Transfer Requirements**: Voluntary transfers of membership interests may be permitted only if: + a. The transfer is specifically permitted by the applicable series operating agreement; + b. The transfer receives all approvals required by the series operating agreement; + c. The transfer complies with all securities laws; + d. The transfer is properly documented according to Section 5.7; + e. The transferee meets all qualification requirements for the applicable class; and + f. The transfer does not result in more than 100 members for any series. + +2. **Approval Process**: The approval process for voluntary transfers shall: + a. Be as specified in the applicable series operating agreement; + b. Include review by the Company Committee; + c. Require documentation of securities law compliance; and + d. Be completed before any transfer becomes effective. + +3. **Right of First Refusal**: Unless otherwise specified in a series operating agreement, all proposed voluntary transfers of Class A interests shall be subject to: + a. A first right of refusal in favor of other Class A members of the series; + b. A secondary right of refusal in favor of the series itself; and + c. Procedures for exercise of such rights as detailed in the series operating agreement. + +#### 5.6.3 - Notice Requirements + +1. **Notification Obligation**: Members must immediately notify the series and the Company Committee in writing of: + a. Any offer to purchase their membership interest; + b. Any legal proceedings that may affect their membership interest; + c. Any bankruptcy filings; + d. Any divorce proceedings; + e. Any creditor claims against their membership interest; + f. Any planned voluntary transfer; and + g. Any other event that could trigger conversion to Class C status. + +2. **Notification Process**: The notification must: + a. Be in writing; + b. Be delivered to both the series and the Company Committee; + c. Include all material details of the event or proposed transfer; + d. Include copies of any relevant legal documents; and + e. Be provided within five business days of the event or offer. + +### Section 5.7 - Documentation and Certificates + +#### 5.7.1 - Electronic Certificates + +1. **Certificate Requirement**: All membership interests shall be evidenced by electronic certificates maintained in the electronic records system that: + a. Clearly indicate Class A, Class B, or Class C status; + b. Contain appropriate restrictive legends; + c. Include all information required by Section 5.7.2; and + d. Are maintained in accordance with Section 3.2. + +2. **Certificate Issuance**: Electronic certificates shall be: + a. Issued upon the initial issuance of membership interests; + b. Updated upon any transfer or conversion of membership interests; + c. Accessible to the member through the electronic records system; and + d. The definitive record of membership interest ownership. + +#### 5.7.2 - Certificate Requirements + +3. **Electronic Authentication**: All certificates shall be: + + a. Electronically signed by at least one authorized officer; + + b. Cryptographically secured to prevent alteration; + + c. Maintained with full version control and audit trail; + + d. Backed up according to the requirements of Section 3.2; + + e. Protected with advanced security features including: + + i. Unique digital watermarking; + + ii. Multi-factor authentication for access; + + iii. Blockchain-based verification system; + + iv. Tamper-evident technology that records any attempt to modify certificate data; + + v. Automatic notification to the member and Company Committee of any access or attempted modification; and + + f. Subject to quarterly security audits to verify integrity. + + +#### 5.7.3 - Class-Specific Certificate Requirements + +1. **Class A Certificate Legend**: In addition to the legends required by Section 5.7.2(2), Class A certificates shall include: + “THIS CERTIFICATE EVIDENCES CLASS A MEMBERSHIP INTERESTS WITH FULL GOVERNANCE AND ECONOMIC RIGHTS, SUBJECT TO THE COMPANY’S OPERATING AGREEMENT AND APPLICABLE SERIES OPERATING AGREEMENT. THESE INTERESTS AUTOMATICALLY CONVERT TO CLASS C INTERESTS UPON CERTAIN EVENTS AS SPECIFIED IN THE OPERATING AGREEMENT.” + +2. **Class B Certificate Legend**: In addition to the legends required by Section 5.7.2(2), Class B certificates shall include: + “THIS CERTIFICATE EVIDENCES CLASS B MEMBERSHIP INTERESTS WITH ECONOMIC RIGHTS ONLY AND NO GOVERNANCE RIGHTS. THE HOLDER HAS NO VOTING RIGHTS AND NO RIGHT TO PARTICIPATE IN MANAGEMENT. THESE INTERESTS AUTOMATICALLY CONVERT TO CLASS C INTERESTS UPON CERTAIN EVENTS AS SPECIFIED IN THE OPERATING AGREEMENT.” + +3. **Class C Certificate Legend**: In addition to the legends required by Section 5.7.2(2), Class C certificates shall include: + “THIS CERTIFICATE EVIDENCES CLASS C MEMBERSHIP INTERESTS WITH SEVERELY LIMITED RIGHTS. THE HOLDER HAS NO VOTING RIGHTS, NO MANAGEMENT RIGHTS, AND LIMITED ECONOMIC RIGHTS AS SPECIFIED IN THE OPERATING AGREEMENT.” + +### Section 5.8 - Implementation + +#### 5.8.1 - Classification of Existing Membership Interests + +1. **Initial Classification**: All existing membership interests as of the Effective Date shall be classified as follows: + a. Interests held by active participating members shall be classified as Class A interests unless conditions for Class B or Class C status already exist; + b. Interests held solely for economic participation without governance involvement shall be classified as Class B interests; and + c. Interests that have been subject to involuntary transfer events specified in Section 5.4.1(1) shall be classified as Class C interests. + +2. **Classification Process**: + a. The Company Committee shall determine the initial classification of all existing membership interests within 60 days of the Effective Date; + b. The Company Committee shall provide written notice of classification to all holders; + c. Members may appeal their classification to the Company Committee within 30 days of notice; and + d. The Company Committee shall resolve all appeals within 30 days, with its decision being final. + +#### 5.8.2 - Issuance of New Certificates + +1. **Certificate Issuance Timeline**: New electronic certificates reflecting the classifications determined under Section 5.8.1 shall be issued: + a. Within 90 days of the Effective Date; + b. Through the electronic records system; + c. With all required content and legends as specified in Section 5.7; and + d. With notice to all members. + +2. **Member Verification Requirement**: Each member shall: + a. Verify the accuracy of their certificate information; + b. Report any discrepancies within 30 days of issuance; and + c. Be deemed to have accepted the certificate if no discrepancies are reported within the 30-day period. + +#### 5.8.3 - Future Issuances + +1. **Classification Requirement**: All new membership interests issued after the Effective Date shall: + a. Be explicitly classified as Class A or Class B at the time of issuance; + b. Be evidenced by electronic certificates as specified in Section 5.7; + c. Be properly documented in the electronic records system; and + d. Comply with all applicable securities laws. + +2. **Documentation Requirements**: All new issuances shall be documented with: + a. A subscription agreement executed by the member; + b. Securities law compliance documentation; + c. Member qualification verification; + d. Appropriate approvals as required by this Agreement and the applicable series operating agreement; and + e. Electronic certificates issued immediately upon completion of the issuance. + +## ARTICLE 6 - COMPANY RESTRICTIONS + +### Section 6.1 - Company Membership and Prohibited Activities + +1. **Company Membership**: + + a. Wyble Family Office LLC shall be the sole member of the Company; + + b. The sole member cannot be removed; + + c. No additional members may be added; and + + d. This membership provision cannot be amended or modified. + +2. **Prohibited Activities**: The Company shall not: + + a. Conduct any business operations unrelated to series administration; + + b. Own any assets other than those necessary for administrative functions; + + c. Make any distributions; + + d. Allocate any profits or losses; + + e. Merge with any other entity; or + + f. Dissolve or terminate its existence. + +### Section 6.2 - Administrative Assets + +The Company may maintain only those assets necessary for series administration, including: + +a. Bank accounts solely for administrative expenses; + +b. Records and filing systems; + +c. Administrative support systems; + +d. Software, licenses, and technological tools required for administration; + +e. Office equipment required for administrative functions; + +f. Contractual rights necessary for series administration; and + +g. Intellectual property related to Company identity and administration. + +## ARTICLE 7 - GOVERNANCE STRUCTURE +### Section 7.1 - TSYS Group Board + +1. **Board Authority and Responsibilities**: The TSYS Group Board of Directors shall: + + a. Serve as the ultimate governing body for all TSYS Group entities; + + b. Establish and oversee various sub-committees; + + c. Set overall strategic direction and policies; + + d. Ensure compliance with all applicable laws and regulations; and + + e. Maintain fiduciary responsibility for the entire TSYS Group enterprise. + +2. **Standing Committees**: The Board shall maintain the following standing committees for series oversight: + + a. Company Committee (primary governance of Turnkey Network Systems LLC); + + b. Audit and Finance Committee; + + c. Risk Management Committee; + + d. Compliance and Ethics Committee; + + e. Technology Oversight Committee; + + f. Corporate Responsibility Committee; + + g. Operations Committee; and + + h. Additional committees as determined by the Board. + +3. **Committee Governance**: Each committee shall: + + a. Operate under a separate committee charter; + + b. Have specific oversight responsibilities; + + c. Report regularly to the full Board; + + d. Coordinate with other committees as needed; + + e. Maintain minutes of all meetings in the electronic records system; and + + f. Conduct annual self-evaluations of committee performance. + +### Section 7.2 - Conflict of Interest and Independence Protocols + +1. Conflict of Interest Prevention: a. **Mandatory Disclosure**: + + - Annual comprehensive conflict of interest disclosure + - Immediate reporting of potential conflicts + - Detailed documentation of potential conflicts + - Transparent review process + + b. **Conflict Identification Criteria**: + + - Financial interests in company operations + - Personal relationships affecting decision-making + - External business affiliations + - Potential indirect benefits + - Situations creating appearance of impropriety + + c. **Conflict Management Process**: + + - Immediate recusal from related decisions + - Potential reassignment of responsibilities + - Comprehensive conflict resolution protocols + - Potential removal from position for significant conflicts + +2. Independence Standards: + + - Maintain strict independence requirements + - Periodic review of independence status + - Transparent independence verification process + +3. Remediation and Enforcement: + + - Clear consequences for independence violations + - Structured appeal and review mechanism + - Preservation of organizational integrity + +### Section 7.2.1 - Integration of Corporate and Sociocratic Governance + +1. **Spheres of Authority**: + + a. **Board and Committees**: Have primary authority over: + * Strategic direction + * Capital allocation decisions + * Major structural changes + * Compliance oversight + * Risk management + * Financial performance + + b. **Sociocratic Circles**: Have primary authority over: + * Operational decisions within policy boundaries + * Implementation of strategic initiatives + * Day-to-day management + * Operational process design + * Team composition and roles + * Service delivery methods + +2. **Decision-Making Framework**: + + a. **Strategic Decisions**: Made by the Board and Committees using traditional governance processes. + + b. **Operational Decisions**: Made by circles using sociocratic consent-based processes. + + c. **Mixed Decisions**: For decisions falling between strategic and operational domains: + * Initial proposal originates from the appropriate circle + * The proposal is refined through double-linking communication + * Final approval follows the consent process in both systems + +3. **Conflict Resolution Process**: + + a. **Level 1**: Conflicts are first addressed through the double-linked representatives. + + b. **Level 2**: Unresolved conflicts are escalated to a joint meeting of circle leaders and committee representatives. + + c. **Level 3**: If still unresolved, the Compliance and Ethics Committee shall serve as the final arbiter. + +4. **Review Mechanism**: + + a. The Compliance and Ethics Committee shall conduct an annual review of the governance integration effectiveness. + + b. Recommendations for governance improvements shall be presented to both the Board and General Circle annually. + +### Section 7.3 - Company Committee + +1. **Composition**: + + a. The Company Committee shall consist of no fewer than three (3) and no more than seven (7) independent directors; + + b. All Company Committee members must meet the Independent Director criteria defined in Article 2; and + + c. Members shall be elected by a majority vote of all series members. + +2. **Powers and Duties**: + + a. Direct oversight of the Company and its series; + + b. Approval of new series establishment; + + c. Enforcement of service provider requirements; + + d. Monitoring compliance with this Agreement; + + e. Regular reporting to the TSYS Group Board; and + + f. Coordinate with other Board committees regarding: + + i. Audit and financial matters; + + ii. Risk management; + + iii. Compliance and ethics; + + iv. Technology oversight; + + v. Operational matters; and + + vi. Other areas as defined in committee charters. + +3. **Term and Election**: + + a. Directors shall serve two-year staggered terms; + + b. Elections shall be held annually for expiring positions; and + + c. No director may serve more than three consecutive terms. + +### Section 7.4 - Director Independence + +### 1. Independence Requirements + +Directors must meet all independence requirements as defined in Article 2 and must annually certify their continued independence. A Director shall not be considered independent if: + +a. Material Business Relationships exist, defined as: + +* Any commercial relationship with a series exceeding $10,000 in annual value +* Any consulting or advisory relationship with a series +* Any position (employee, contractor, or advisor) with a series +* Any ownership interest in a vendor to any series +* Any loans or financial obligations between the Director and any series +* Any joint venture or partnership interest with any series + +b. Family Relationships exist, defined as: + +* Immediate family members (spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law) who: + + * Are series members + * Are employed by any series + * Have material business relationships with any series + * Have a financial interest in any series + +### 2. Independence Review Period + +a. Initial Assessment: + +* Independence must be verified before appointment +* Full disclosure of all relationships required +* Review by Company Committee required + +b. Annual Review: + +* Annual independence certification required +* Full review of all relationships +* Updated disclosure of any changes + +### 3. Grace Periods for Independence Violations + +a. Inadvertent Violations: + +* 30-day cure period for inadvertent violations discovered by Director +* Director must provide written notice within 5 business days of discovering violation +* Violation must be curable through Director's own actions +* Company Committee may extend cure period by up to 30 additional days + +b. De Minimis Violations: + +* Violations involving less than $1,000 in annual value +* Must be disclosed immediately upon discovery +* Must be cured within 60 days +* Limited to one occurrence per Director per year + +c. Material Violations: + +* No grace period for intentional violations +* No grace period for violations exceeding de minimis thresholds +* Immediate resignation required + +### 4. Resignation Requirements + +Directors must immediately resign if: + +* They become aware of an uncurable independence violation +* They fail to cure a violation within the applicable grace period +* They cease to meet any independence requirement +* They are unable to maintain independence + +### 5. Independence Monitoring + +a. The Company Committee shall: + +* Maintain independence monitoring procedures +* Review annual certifications +* Investigate potential violations +* Document all independence determinations +* Report violations to the Board + +b. Directors shall: + +* Immediately report potential violations +* Cooperate with independence investigations +* Provide requested documentation +* Maintain accurate records of all relationships + +### Section 7.5 - Independence Violations + +1. Any violation of independence requirements results in immediate removal from the Company Committee. + +2. Series members may challenge a director’s independence through written notice to the TSYS Group Board. + +3. The TSYS Group Board, through its Compliance Committee, shall: + + a. Investigate independence challenges within five (5) business days of receipt; + + b. Issue written findings within 30 days; + + c. Maintain all investigation materials in the electronic records system; and + + d. Implement any required remedial actions within 15 days of findings. + +### Section 7.6 - Committee Meetings + +1. **Regular Meetings**: + + a. The Company Committee shall meet at least quarterly; + + b. Meeting notices must be provided at least 14 days in advance; + + c. Meetings may be held virtually or in person; and + + d. Agendas must be distributed at least 7 days in advance. + +2. **Special Meetings**: + + a. May be called by the Committee Chair or any two members; + + b. Require 48-hour notice unless waived by all members; + + c. May be held virtually or in person; and + + d. Must include specific agenda items requiring urgent attention. + +3. **Quorum and Voting**: + + a. A majority of Committee members constitutes a quorum; + + b. Actions require majority vote of members present; + + c. Each member has one vote; and + + d. No proxy voting permitted. + + +### Section 7.7 - Reporting Requirements + +1. **Reporting Schedule**: The Company Committee shall provide: + + a. Monthly reports to the TSYS Group Board; + + b. Quarterly reports to series members; + + c. Annual independence certifications; and + + d. Special reports as requested by the Board. + +2. **Report Content**: Reports shall include: + + a. Series activity and performance; + + b. Compliance matters; + + c. Risk assessments; + + d. Material changes or events; + + e. Financial performance metrics; and + + f. Other information as required by the Board. + + +### Section 7.8 - Sociocratic Principles + +The Company hereby adopts sociocratic governance principles to complement the existing governance structure. These principles shall be implemented as follows: + +1. **Circle Organization**: + - The Company’s governance shall be organized into interconnected circles + - Each circle shall have a defined domain of authority and responsibility + - Circles shall be arranged in a hierarchical structure while maintaining semi-autonomous decision-making power + - The TSYS Group Board and its committees shall function as the General Circle + +2. **Double-Linking**: + - Each circle shall be linked to its parent circle by at least two members: + - An Operational Leader appointed by the parent circle + - A Circle Representative elected by the circle members + - These links shall participate in the decision-making of both circles + - Double-linking ensures bidirectional flow of information and authority + +3. **Consent-Based Decision-Making**: + - Circle decisions shall be made by consent rather than majority vote + - Consent exists when no circle member presents a reasoned, paramount objection + - Objections must be based on risks to the circle’s ability to fulfill its aim + - Consent does not require agreement or preference, only the absence of paramount objections + +4. **Sociocratic Elections**: + - Circle roles shall be filled through a consent-based election process + - Nominations and objections shall be discussed openly + - Elections shall be conducted by consent + +### Section 7.9 Circle Structure + +1. **General Circle (TSYS Group Board)**: + - Highest governance circle + - Responsible for overall direction and policy + - Includes representatives from each primary circle + +2. **Primary Circles**: + - Company Committee Circle + - Service Provider Circles: + - Known Element Enterprises Circle + - The Campus Trading Company Circle + - Cell Series Circles: + - Wyble Family Office Circle + - Redwood Family Office Circle + - Each series may establish its own circle structure + +3. **Subcircles**: + - Each primary circle may establish subcircles for specific domains + - Subcircles shall be double-linked to their parent circle + - Subcircles shall have defined aims and domains + +### Section 7.10 - Circle Operations + +1. **Circle Meetings**: + - Shall include opening round, administrative matters, agenda items, and closing round + - Shall be facilitated by a designated facilitator + - Shall include a secretary who records decisions and maintains circle records + - Meeting records shall comply with the electronic records requirements of Section 3.2 + +2. **Circle Roles**: + - Operational Leader: Appointed by parent circle, accountable for domain + - Circle Representative: Elected by circle, represents circle in parent circle + - Facilitator: Guides meeting process, ensures sociocratic principles are followed + - Secretary: Records decisions, maintains records, monitors implementation + +3. **Decision Rights**: + - Circles shall have authority to make decisions within their defined domain + - Decisions shall be policy-based rather than case-by-case + - Operational decisions within policy may be made by role-holders + +### Section 7.11 - Integration with Existing Governance + +1. **Board and Committee Structure**: + - The TSYS Group Board and its committees shall maintain their structure as defined in Article 6 + - These bodies shall integrate sociocratic principles into their operations + +2. **Decision Authority**: + - Where conflict exists between sociocratic circle decisions and Board/Committee decisions, the Board/Committee decisions shall prevail + - Circles must operate within the parameters established by this Agreement + - Sociocratic governance does not override mandatory service provider or operational requirements + +## ARTICLE 8 - PERPETUAL EXISTENCE + +### Section 8.1 - Duration + +The Company shall continue in perpetuity unless dissolved in accordance with Section 8.2 of this Agreement. + +### Section 8.2 - Dissolution Limitations + +The Company may be dissolved only under the following circumstances: + +1. By court order from a court of competent jurisdiction; + +2. If dissolution is required by operation of mandatory, non-waivable provisions of applicable law; + +3. Upon the unanimous written consent of: + + * All members of all series + * All members of the Company Committee + * The TSYS Group Board of Directors + +### Section 8.3 - Effect of Dissolution Events + +The occurrence of any of the following events shall NOT result in the dissolution of the Company: + +1. Death, incapacity, bankruptcy, or dissolution of any series member; +2. Withdrawal, resignation, or removal of any series member; +3. Assignment or transfer of any series membership interest; +4. Dissolution of any series; +5. Any change in composition of the Company Committee or TSYS Group Board; +6. Sale, transfer, or disposal of any Company or series assets; +7. Merger, acquisition, or reorganization of any series; +8. Any event that would otherwise trigger dissolution under default provisions of the Texas Business Organizations Code, to the extent such provisions may be overridden. + +### Section 8.4 - Dissolution Process + +In the event of a permitted dissolution under Section 8.2: + +1. Winding Up: + + * The Company Committee shall oversee the winding up process + * All series shall continue operations during wind-up unless specifically directed otherwise + * Required service providers shall continue services through completion of wind-up + +2. Asset Protection: + + * Series isolation shall be maintained throughout dissolution + * No series assets shall be used to satisfy Company obligations + * Each series shall retain its assets and liabilities + +3. Document Preservation: + + * All electronic records shall be preserved in accordance with Section 3.2 + * Records shall be maintained for at least seven years post-dissolution + * Access to records shall be maintained for all entitled parties + +4. Series Continuation: + + * Dissolution of the Company shall not require dissolution of any series + * Series may continue operations independently post-dissolution + * Series may reorganize under new master LLC structure + +### Section 8.5 - Dissolution Restrictions + +Notwithstanding the permitted dissolution events in Section 8.2: + +1. No dissolution shall be permitted if it would: + + * Violate any law or regulation + * Breach any contract or agreement + * Harm the interests of any series + * Disrupt essential business operations + * Compromise series isolation + * Result in unfair treatment of any series + +2. Any attempted dissolution in violation of these restrictions shall be void. + +### Section 8.6 - Survival Provisions + +The following provisions shall survive any dissolution of the Company: + +1. Series isolation provisions +2. Electronic records requirements +3. Confidentiality obligations +4. Indemnification rights +5. Dispute resolution procedures +6. Asset protection measures +7. All provisions necessary to implement an orderly wind-up + +### Section 8.7 - Series Rights Post-Dissolution + +Upon any permitted dissolution of the Company: + +1. Each series shall have the right to: + + * Continue its business operations + * Maintain its structure and governance + * Retain its assets and contracts + * Preserve its member relationships + * Reorganize under new master LLC + +2. No series shall be required to: + + * Dissolve or terminate + * Liquidate its assets + * Cease operations + * Modify its structure + * Change its governance + + +## ARTICLE 9 - SECURITIES LAW MATTERS AND RISK FACTORS + +### Section 9.1 - Securities Law Disclaimer + +THE MEMBERSHIP INTERESTS IN ANY SERIES OF THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE MEMBERSHIP INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. + +### Section 9.2 - Investment Risks + +INVESTMENT IN ANY SERIES OF THE COMPANY INVOLVES SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO: + +1. **Risk of Loss**: EACH PROSPECTIVE INVESTOR SHOULD BE AWARE THAT THEY MAY LOSE ALL OR PART OF THEIR INVESTMENT IN ANY SERIES. NO GUARANTEE OR REPRESENTATION IS MADE THAT ANY SERIES WILL ACHIEVE ITS INVESTMENT OBJECTIVES OR AVOID SUBSTANTIAL LOSSES. + +2. **Illiquidity**: THE MEMBERSHIP INTERESTS ARE HIGHLY ILLIQUID AND THERE IS NO PUBLIC MARKET FOR THE INTERESTS NOR IS ONE EXPECTED TO DEVELOP. INVESTORS MAY NOT BE ABLE TO LIQUIDATE THEIR INVESTMENT IN THE EVENT OF AN EMERGENCY OR FOR ANY OTHER REASON. + +3. **Limited Transferability**: SUBSTANTIAL RESTRICTIONS UPON THE TRANSFERABILITY OF THE MEMBERSHIP INTERESTS ARE IMPOSED BY THIS AGREEMENT AND BY FEDERAL AND STATE SECURITIES LAWS. INVESTORS MAY NOT BE ABLE TO TRANSFER THEIR INTERESTS WITHOUT COMPLIANCE WITH SUCH RESTRICTIONS. + +4. **No Assurance of Returns**: THERE CAN BE NO ASSURANCE THAT ANY SERIES WILL BE ABLE TO GENERATE RETURNS FOR ITS MEMBERS OR AVOID SUBSTANTIAL LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. + +5. **Lack of Operating History**: CERTAIN SERIES MAY BE NEWLY FORMED AND HAVE NO OPERATING HISTORY UPON WHICH PROSPECTIVE INVESTORS CAN EVALUATE LIKELY PERFORMANCE. + +6. **Dependence on Management**: SUCCESS OF ANY SERIES WILL DEPEND IN LARGE PART ON THE SKILL AND EXPERTISE OF ITS MANAGEMENT. THERE CAN BE NO ASSURANCE THAT SUCH MANAGEMENT WILL BE SUCCESSFUL. + +7. **Economic Risk**: THE SUCCESS OF ANY SERIES MAY BE AFFECTED BY GENERAL ECONOMIC CONDITIONS, INCLUDING INTEREST RATES, INFLATION RATES, AND GENERAL MARKET CONDITIONS. + +8. **Series LLC Structure Risks**: THE SERIES LLC STRUCTURE IS RELATIVELY NOVEL AND INVOLVES LEGAL UNCERTAINTIES, INCLUDING POTENTIAL CHALLENGES TO THE ASSET SEGREGATION PROTECTIONS AND VARYING TREATMENT ACROSS JURISDICTIONS. WHILE TEXAS LAW PROVIDES FOR SERIES ISOLATION, OTHER STATES OR COUNTRIES MAY NOT RECOGNIZE THESE PROTECTIONS, POTENTIALLY EXPOSING ASSETS TO CLAIMS IN THOSE JURISDICTIONS. + +9. **Tax Risks**: CHANGES IN TAX LAWS OR REGULATIONS, OR INTERPRETATIONS THEREOF, MAY ADVERSELY AFFECT THE TAX TREATMENT OF INVESTMENTS IN ANY SERIES. EACH SERIES MAY BE CLASSIFIED DIFFERENTLY FOR TAX PURPOSES, AND INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THEIR INVESTMENT. + +10. **Regulatory Risks**: CHANGES IN APPLICABLE LAWS OR REGULATIONS, OR THEIR INTERPRETATION OR ENFORCEMENT, COULD ADVERSELY AFFECT ANY SERIES. THE REGULATORY ENVIRONMENT FOR SERIES LLCs AND CERTAIN BUSINESS ACTIVITIES IS EVOLVING, AND CHANGES COULD ADVERSELY IMPACT OPERATIONS. + +11. **Technology Risks**: THE COMPANY AND ITS SERIES RELY HEAVILY ON TECHNOLOGY SYSTEMS, INCLUDING ELECTRONIC RECORD KEEPING AND SERVICE PROVIDER PLATFORMS. FAILURES, BREACHES, OR OBSOLESCENCE OF THESE SYSTEMS COULD SIGNIFICANTLY DISRUPT OPERATIONS AND AFFECT PERFORMANCE. + +12. **Service Provider Dependency**: THE MANDATORY USE OF DESIGNATED SERVICE PROVIDERS CREATES DEPENDENCY RISKS. FAILURE OF THESE SERVICE PROVIDERS COULD ADVERSELY AFFECT MULTIPLE SERIES SIMULTANEOUSLY. + + +### Section 9.3 - Acknowledgment of Risk Factors + +EACH SERIES MEMBER, BY EXECUTING THIS AGREEMENT OR A COUNTERPART HEREOF, ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THE RISK FACTORS SET FORTH IN THIS ARTICLE AND ACCEPT SUCH RISKS. + +### Section 9.4 - Private Placement Memorandum + +EACH SERIES MAY ISSUE A PRIVATE PLACEMENT MEMORANDUM OR OTHER OFFERING DOCUMENT IN CONNECTION WITH THE OFFER AND SALE OF ITS MEMBERSHIP INTERESTS. ANY SUCH DOCUMENT WILL CONTAIN ADDITIONAL DISCLOSURES, RISK FACTORS, AND OTHER INFORMATION SPECIFIC TO THAT SERIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY PRIVATE PLACEMENT MEMORANDUM OR OFFERING DOCUMENT, THE PRIVATE PLACEMENT MEMORANDUM OR OFFERING DOCUMENT SHALL CONTROL WITH RESPECT TO THE SPECIFIC SERIES TO WHICH IT RELATES. INVESTORS SHOULD CAREFULLY REVIEW ANY PRIVATE PLACEMENT MEMORANDUM OR OFFERING DOCUMENT BEFORE INVESTING. + + +## ARTICLE 10 - MISCELLANEOUS + +### Section 10.1 - Amendments + +This Agreement may be amended only by: + +- Unanimous Company Committee approval +- Unanimous approval of all series members + +### Section 10.2 - Governing Law + +This Agreement shall be governed by Texas law. + +### Section 10.3 - Severability + +If any provision of this Agreement is held invalid, the remainder shall continue in full force. + +### Section 10.4 - Dispute Resolution and Integration + +1. **Waiver of Jury Trial**: The Company, its series, all series members, and the Company Committee hereby knowingly, voluntarily, and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any transactions contemplated hereby. + +2. **Limited Arbitration**: The parties agree that arbitration shall not be required or available as a means of dispute resolution under this Agreement, except in cases involving: + + a. Criminal conduct; + + b. Fraud; + + c. Willful misconduct; + + d. Gross negligence; or + + e. Breach of fiduciary duty. + + In such cases, arbitration shall be conducted under the rules of the American Arbitration Association by a single arbitrator in Austin, Texas. + +3. **Jurisdiction and Venue**: For all matters not subject to arbitration: + + a. The state and federal courts located in Travis County, Texas shall have exclusive jurisdiction; + + b. All parties consent to personal jurisdiction in such courts; + + c. Venue shall be proper only in Travis County, Texas; and + + d. Any objections to such jurisdiction or venue are hereby waived. + + +### Section 10.5 - Texas Business Organizations Code Override + +### 1. General Principles + +a. This Agreement modifies and overrides specific provisions of the Texas Business Organizations Code ("TBOC") as explicitly enumerated herein, to the extent permitted by law. + +b. Any provision of this Agreement that conflicts with a mandatory, non-waivable provision of the TBOC shall be void only to the extent of such conflict, and shall not affect the validity of any other provisions. + +### 2. Specific TBOC Overrides + +The following TBOC provisions are specifically modified or overridden: + +a. Management Provisions (TBOC § 101.251-101.254): + +* Override default member-managed structure +* Establish custom governance through Board and committees +* Modify default management rights + +b. Meeting Requirements (TBOC § 101.351-101.358): + +* Override default meeting requirements +* Establish custom meeting procedures +* Modify notice requirements + +c. Voting Provisions (TBOC § 101.354): + +* Override default voting requirements +* Establish custom voting procedures +* Modify approval thresholds + +d. Distribution Provisions (TBOC § 101.201-101.207): + +* Override default distribution rules +* Establish custom distribution procedures +* Modify allocation requirements + +e. Assignment Provisions (TBOC § 101.301-101.307): + +* Override default assignment rules +* Establish custom transfer restrictions +* Modify membership interest rules + +f. Series Provisions (TBOC § 101.601-101.622): + +* Override default series rules +* Establish custom series requirements +* Modify series liability provisions + +### 3. Mandatory TBOC Provisions + +The following TBOC provisions remain applicable as mandatory, non-waivable requirements: + +a. Formation Requirements (TBOC § 101.001) + +b. Certificate of Formation Requirements (TBOC § 101.0515) + +c. Series Registration Requirements (TBOC § 101.602) + +d. Basic Fiduciary Duties (to the extent non-waivable) + +e. Statutory Liability Provisions (to the extent non-waivable) + +### 4. Savings Clause + +If any provision of this Agreement is found to conflict with a mandatory, non-waivable provision of the TBOC: + +a. Only the specific conflicting provision shall be void + +b. All other provisions shall remain in full force and effect + +c. The void provision shall be automatically reformed to the minimum extent necessary to comply with the TBOC + +d. The Company Committee shall have authority to amend this Agreement to address such conflicts + +### 5. Future TBOC Amendments + +a. This Agreement automatically opts out of any future TBOC amendments that may be overridden by agreement, unless: + +* The Company Committee determines adoption is beneficial +* The amendment is mandatory and non-waivable +* The amendment is required for continued series LLC status + +b. The Company Committee shall annually review all TBOC amendments and determine applicability to this Agreement. + +### Section 10.6 - Confidentiality + +1. Confidential Information Definition: + + - All non-public information related to the Company, its series, members, operations, financials, strategies, and technologies + - Includes but is not limited to trade secrets, business plans, financial data, customer information, and proprietary technologies + +2. Confidentiality Obligations: + + - Series members, directors, and authorized representatives shall maintain strict confidentiality + - Unauthorized disclosure is prohibited + - Confidentiality survives termination of membership or directorship + +3. Exceptions to Confidentiality: + + - Information already in public domain + - Information independently developed without use of Company confidential information + - Information required to be disclosed by law or court order + +4. Remedies for Breach: + + - Immediate injunctive relief + - Monetary damages + - Potential removal from series or committee + +### Section 10.7 - Indemnification + +1. Comprehensive Indemnification: + + - The Company shall indemnify directors, officers, series members, and authorized representatives to the fullest extent permitted by Texas law + - Indemnification covers legal expenses, judgments, settlements, and other costs + +2. Indemnification Conditions: + + - Individual acted in good faith + - Acted in what they reasonably believed to be the best interest of the Company + - Had no reasonable cause to believe their conduct was unlawful + +3. **Advance of Expenses**: + + a. Legal expenses shall be advanced within 30 days of request upon receipt of: + + i. A written undertaking to repay if it is ultimately determined that indemnification is not appropriate; + + ii. A written affirmation that the indemnitee believes in good faith that the standard of conduct for indemnification has been met; and + + iii. Documentation reasonably sufficient to establish the expenses incurred. + + b. The Company Committee shall review all advancement requests and may deny advancement only if: + + i. The conduct in question clearly falls outside the scope of indemnifiable actions; or + + ii. The documentation provided is materially insufficient. + + c. Any denial of advancement must include: + + i. A written explanation of the basis for denial; + + ii. Identification of additional documentation or information necessary to cure the deficiency; and + + iii. Notice of the right to appeal to the full Board. + +4. Insurance: + + - The Company may purchase and maintain directors and officers liability insurance + - Insurance shall cover individuals acting only in an official capacity + +### Section 10.8 - Force Majeure + +1. Definition of Force Majeure Events: + + - Natural disasters + - War, terrorism, civil unrest + - Government actions + - Pandemics + - Significant economic disruptions + - Cyber attacks + - Other extraordinary events beyond reasonable control + +2. Consequences of Force Majeure: + + - Temporary suspension of obligations + - No liability for failure to perform during event + - Obligation to mitigate and resume performance as soon as possible + +3. Notification Requirements: + + - Immediate electronic written notice of force majeure event + - Detailed description of event and expected duration + - Continuous updates on mitigation efforts + +### Section 10.9 - Non-Waiver and Cumulative Remedies + +1. No Waiver: + + - Failure to enforce any provision shall not constitute a waiver of future enforcement rights + - Waiver must be explicit and in writing + +2. Cumulative Remedies: + + - All remedies are cumulative + - Exercise of one remedy does not preclude exercise of other remedies + +### Section 10.10 - Representations and Warranties + +1. Company Representations: + + - Proper organization and good standing + - Authority to enter into agreement + - No conflicts with existing obligations + - All necessary approvals obtained + +2. Member Representations: + + - Legal capacity to enter agreement + - No pending legal actions that would impair ability to perform + - Accurate and complete information provided + +### Section 10.11 - Assignment and Succession + +1. Assignment Restrictions: + + - No assignment of membership interests without Company Committee approval + - Any attempted assignment without approval is void + +2. Succession: + + - Rights and obligations bind and inure to successors and permitted assigns + - Heirs and legal representatives may succeed to economic rights but not voting rights. + +### Section 10.12 - Compliance and Ethics + +1. Ethical Standards: + + - Adherence to highest ethical business standards + - Compliance with all applicable laws and regulations + - Zero tolerance for illegal or unethical conduct + +2. Reporting Mechanism: + + - Establish confidential reporting system for potential violations + - Protection for whistleblowers + - Mandatory investigation of reported issues + +### Section 10.13 - Technology and Cybersecurity + +1. **Cybersecurity Requirements**: + + a. Implement robust cybersecurity measures; + + b. Regular security audits; + + c. Incident response planning; + + d. Data protection protocols; and + + e. Data breach notification and response protocol that includes: + + i. Immediate containment procedures; + + ii. Forensic investigation requirements; + + iii. Member and stakeholder notification within 12 hours of discovery; + + iv. Regulatory compliance assessments; + + v. Remediation planning and implementation; + + vi. Post-incident analysis and reporting; and + + vii. Security enhancement measures based on findings. + + +## SIGNATURES + +IN WITNESS WHEREOF, this Amended and Restated Operating Agreement has been executed effective as of [EFFECTIVE DATE]. + +Pursuant to Article 3 of this Agreement and in compliance with the electronic recordkeeping requirements contained herein, this Agreement shall be executed solely through the Known Element Enterprises (KNEL) Electronic Signature System and recorded in the Turnkey Network Systems (TSYS) Enterprise Resource Planning (ERP) instance. Physical signatures shall neither be required nor accepted. + +Electronic signatures executed through the KNEL Electronic Signature System shall have the same legal effect, validity, and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including but not limited to the Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any applicable state laws. + +Each signatory represents and warrants that: + +1. They have the authority to execute this Agreement on behalf of the entity they represent; + +2. They have reviewed this Agreement in its entirety; + +3. They understand and agree to all terms and conditions contained herein; and + +4. Their electronic signature constitutes their free, voluntary, and binding act. + +Upon execution, this Agreement shall be automatically recorded and maintained within the KNEL E-sign system as the authoritative copy pursuant to the electronic recordkeeping requirements of this Agreement. Each signatory shall receive electronic confirmation of execution and access to the fully executed Agreement through the KNEL E-Sign system. + +[ELECTRONIC SIGNATURE BLOCKS FOR EACH REQUIRED SIGNATORY] + + +## SCHEDULES + + +### Schedule A: Detailed description of IT Services provided by Known Element Enterprises + +### Schedule B: Detailed description of Transaction and Treasury Services provided by The Campus Trading Company + +### Schedule C: Organizational chart of TSYS Group entities + +### Schedule D: List of permanently established series + +### Schedule E: Governance structure diagram + +### Schedule F: Required securities law legends and notices + +### Schedule G: Service Level Agreement (SLA) requirements and templates + +### Schedule H: Dispute resolution procedures diff --git a/content/charters.turnsys.com/support/Reference material/BA_TheConnection_202456.pdf b/content/charters.turnsys.com/support/Reference material/BA_TheConnection_202456.pdf new file mode 100644 index 0000000..09c6968 Binary files /dev/null and b/content/charters.turnsys.com/support/Reference material/BA_TheConnection_202456.pdf differ diff --git a/content/charters.turnsys.com/support/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/content/charters.turnsys.com/support/TurnkeyNetworkSystemsLLC-OperatingAgreement.md new file mode 100644 index 0000000..362ee47 --- /dev/null +++ b/content/charters.turnsys.com/support/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -0,0 +1,101 @@ +# TSYS Parent LLC Prompt + +Contract language instructions : + + ⁃ Include a definitions section. + ⁃ Waive all rights to bring any action in any forum , waive right to trial by jury and right to arbitration except in clear cases of criminal negligence. + + +No employees. Only members or contractors. Contractors will fall into two classes: + +Adjunct: Short term, 1099, fired at will. + +Vendor: will be on retainer and have an engagement letter and be on long term contract + +The series LLCs must use Calm Fund Shared Earnings SEAL/SAFE agreements or substantially similar arrangements crossed with FairShares principles for distributions. + +Series must use the sociocracy governance model. + + + +You are the senior partner of a large legal / accounting / consulting firm and have assembled a team with deep expertise in all of the following roles and functional areas: + + ⁃ Chief Financial Officer + +- Chief Investment Officer + ⁃ Chief Operations Officer + ⁃ Chief Compliance Officer + ⁃ Chief Information Technology Officer + ⁃ Chief Information Security Officer + ⁃ Chief Security Officer +- Chief Risk Officer + ⁃ Chief Legal Officer + ⁃ board member + ⁃ penetration tester +- Certified Public Accountant +- Insurance broker + ⁃ financial planner + ⁃ succession planner + ⁃ personal estate planner + ⁃ Contract lawyer + ⁃ Corporate litigation lawyer + ⁃ private investigator + ⁃ Patent lawyer + ⁃ Intellectual property lawyer + ⁃ Tax lawyer + ⁃ finance +- investment management as a corporate hedge fund +- accounting +- corporate tax law +- contract law +- corporate law +- Asset protection +- profit interests and the tax treatment and advantages thereof (in particular relating to 83b elections) + ⁃ risk management + ⁃ governance + ⁃ fundraising + ⁃ formation + ⁃ structure + ⁃ Organizational design + ⁃ Limited partnership agreements + ⁃ Venture fund subscription agreements + ⁃ Venture capital firm formation and operation +- Hedge fund firm formation and operation + ⁃ Cooperative organizations + ⁃ Affiliated 501c3, 501c4, (super) PAC + ⁃ personnel selection + ⁃ Investment offerings + ⁃ capital raising + ⁃ Succession planning + ⁃ Cyber security + ⁃ Technology operations + ⁃ Treasury and trading operations + ⁃ Capital management + ⁃ Corporate venture capital + +Your firm has been jointly engaged and retained by: + + ⁃ the family office LLC: Wyble Family Office Group (series) LLC + +- the internal corporate IT and business systems and services company: Known Element Enterprises (series) LLC +- the internal corporate hedge fund: The Campus Trading Company (series) LLC +- the internal corporate support and benefit services management LLC: Redwood Family Office Group (series) LLC + ⁃ the internal corporate capital raising LLC: Redwood Springs Capital Partners Group LLC + ⁃ The limited partners of Redwood Springs Capital Partners Group (series) LLC + ⁃ the overall parent company LLC: Turnkey Network Systems LLC + ⁃ The prospective members of the operational lines of business series of Turnkey Network Systems LLC + +Your directive is to represent , balance and protect the comprehensive and sophisticated interests of all the above parties and to align objectives and incentives for everyone in the short , medium and long term. + +Here are your detailed instructions: + + ⁃ Provide in depth feedback, advice and counsel in all of the above categories as it relates to the operating agreement and any associated documents that will need to be drafted. + ⁃ Review the document slowly and carefully. Make sure you take your time. We want accuracy over speed. Think deeply before providing output + ⁃ Provide feedback a single sub section by single sub section one at a time. Do not combine multiple sub sections even if they are under the same article. This is very important. + ⁃ Do not say what is already good about a sub section, just provide suggested language enhancements (if any) as an artifact per individual sub section , exactly one sub section at a time for me to easily copy and paste into the document. + ⁃ Please be succinct. Only tell me if any actual edits have been made and prompt me to continue. Otherwise automatically move on to the next section. + ⁃ It is ok to not have any feedback on a sub section . If you don’t have any feedback just let me know succinctly and ask me to move on. Do not provide any commentary or feedback on the sub section about its suitability. Just say no changes are needed and ask to move on. + ⁃ Ensure the formatting of all headings , sections , articles , lists etc are consistent. This is a key legal document. Ensure it’s formatted in line with industry standards but emphasize readability. + ⁃ Don’t be shy with using white space. Readability of this document is paramount. Liberally use bulleted lists , paragraphs, white space etc. + ⁃ If I respond Y to your prompt to move on, if means I’m saying yes. + diff --git a/content/charters.turnsys.com/support/requirements/CleanedProjectRequirements.md b/content/charters.turnsys.com/support/requirements/CleanedProjectRequirements.md new file mode 100644 index 0000000..3f918b8 --- /dev/null +++ b/content/charters.turnsys.com/support/requirements/CleanedProjectRequirements.md @@ -0,0 +1,94 @@ +# TSYS Governance Project Requirements + +## Executive Summary +This document outlines the requirements for developing a comprehensive governance system for Turnkey Network Systems LLC and its associated entities. The system will include operating agreements, board charters, bylaws, and corporate policies, all managed through a Typst-based document repository. + +## Project Scope +- Develop hierarchical governance documents +- Create operating agreements for series LLC structure +- Establish board governance framework +- Implement electronic governance systems +- Ensure compliance with Texas business laws + +## Core Requirements + +### Operating Agreement +- Include securities disclaimers +- Override TBOC provisions to maximum extent +- Define three series types: + 1. TDCMSP (Tools/Dies/Casts/Materials/Supplies/Property) + 2. Operating Series + 3. Cell Series +- Establish five initial perpetual series +- Implement sociocratic governance model +- Restrict to profit interests only +- Mandate exclusive service providers +- Require electronic governance systems + +### Document Structure +- Title Page with securities disclaimers +- Table of Contents +- Comprehensive Definitions section +- Main Articles: + - Formation & Purpose + - Series Types + - Governance Structure + - Membership & Profit Distribution + - Financial Operations + - Service Agreements + - Capital Management + - Amendments Process + - General Provisions +- Schedules: + - IT Services (Schedule A) + - Transaction Services (Schedule B) + - Capital Management (Schedule C) + +### Formatting Standards +- Use Typst document system +- Implement consistent heading hierarchy +- Maintain liberal whitespace +- Use bulleted lists exclusively +- Validate all cross-references +- Pass markdown linting checks +- Include comprehensive index +- Create detailed table of contents +- Develop glossary system: + - General glossary for top-level terms + - Specific glossaries for lower-level documents + +### Typst Implementation +- Create build system +- Establish version control with Git +- Implement consistent formatting +- Develop cross-reference system +- Create template system for documents +- Establish document hierarchy +- Implement automated validation + +## Governance Framework +- Board oversight structure +- Multiple specialized committees +- Sociocratic decision-making +- Centralized strategy planning +- Distributed operational control +- Electronic governance systems +- Member voting protocols +- Profit interest management + +## Service Provider Requirements +- Mandate Known Element Enterprises for IT services +- Require Campus Trading Company for transaction services +- Designate Redwood Springs Capital Partners for capital raising +- Establish service level agreements +- Create standardized contracts +- Implement service monitoring + +## Next Steps +1. Finalize operating agreement structure +2. Develop board governance framework +3. Create document templates +4. Implement Typst build system +5. Establish version control processes +6. Develop validation systems +7. Create documentation standards diff --git a/content/charters.turnsys.com/support/requirements/ProjectRequirements.md b/content/charters.turnsys.com/support/requirements/ProjectRequirements.md new file mode 100644 index 0000000..f5a5b90 --- /dev/null +++ b/content/charters.turnsys.com/support/requirements/ProjectRequirements.md @@ -0,0 +1,115 @@ +# TSYS Governance Mono Repository + +- [TSYS Governance Mono Repository](#tsys-governance-mono-repository) + - [Project Overview](#project-overview) + - [Project Milestone Requirements and deliverables](#project-milestone-requirements-and-deliverables) + - [Milestone deliverable critical path/plan](#milestone-deliverable-critical-pathplan) + - [Document Formatting Information](#document-formatting-information) + - [Typst Instructions](#typst-instructions) + +## Project Overview + +I am in the process of founding a massive company. + +The economic goal is to have over four million worker cooperative members receiving $120,000 or more of net income yearly engaged in those aspects. And 100 million user cooperative members. + +- We want to be the first 10 trillion dollar company. += We want to be the first generative AI co-founded conglomerate. + +The ultimate product / service goal of the company is to provide internet (5 mbps symmetric or better)and IOT (Lora) connectivity across the globe using high altitude balloons along with the associated middle mile distribution infrastructure and network participant terminals. + +The company will be vertically and horizontally integrated. + +It will handle: + +- design +- development +- financing +- construction +- deployment +- operation and maintenance + +of the network on a cooperative basis. + +We will have several major divisions : + +- R&D of the balloons , ground infrastructure, member terminals. +- Network Lifecycle Operations from design to operation +- Capital raising for the various ventures +- Management and general administrative services and systems of the portfolio +- Ancillary Ventures that have emerged as I’ve been building the company +- Advocacy / lobbying / education (501c3/501c4/PAC) + +I have secured a number of domain names and deployed a basic website and an ERP systems on all of them to establish a proper independent base of operations for each brand. + +All of the divisions will be run separately but reporting to a common board of directors with common IT/business system and service providers. They will have varying levels of autonomy. This allows for a blend of centralized strategic planning and highly distributed decision making and innovation. + +Most of the divisions will be LLCs (series children, grand children and great grandchildren of a parent LLC). + +The non profits are corporations. + +## Project Milestone Requirements and deliverables + +For this milestone of the overall project I'm building a legal document mono repository system using Typst to manage hierarchical entity documents, contracts, policies and other corporate governance materials. + +I need to draft an interrelated set of: + +- Operating Agreements +- Board charters +- Board Committee charters +- Bylaws +- Corporate policies +- Venture capital Limited Partner Subscription agreement +- Venture capital investment agreement +- IT/business/transactuon/treasury/investment (working capital) management Contracts between entities + +Please see input-human/DocumentsToCreate.md for the (human readable) initial list of documents I have identified that need to be created. Feel free to keep that document up to date and also keep the (LLM optimized)input-llm/DocumentsToCreate up to date as well. + +## Milestone deliverable critical path/plan + +- I would like you to first create the top most LLC operating agreement . Ask me any questions necessary together all the data you need for that. create a file with all the questions and I will fill it out. +- We will iterate until I’m happy with the parent LLC agreement. +- Need to have a (variable) hierarchy of operating agreements . The most complex hierarchy would be four levels deep: + + - Company operating agreement + - Cell operating agreement + - Cell division operating agreement + - Specific LLC operating agreement + +- we will then work on the individual children / grand children / great grand children operating agreements as they will need to be (broadly) compliant with the top most agreement (with exceptions as necessary). +- Then we will work on the corporation bylaws. +- Then we will work on the board charters +- Then we will work on the board committee charters. +- Then we will work on the policies +- Then we will work on the contracts + + + +## Document Formatting Information + +- all documents will be signed electronically and stored separately from the documents themselves. +- always use bulleted lists instead of comma separated lists. + ⁃ Ensure all cross references are correct. + ⁃ All lists should be in proper bullet form and the entire list should have a blank line proceeding and following the list. No blank space between list items. +- Readability of this document set is paramount. Liberal use of whitespace. Also plain unambiguous English. +- Use typst (see the Typst Instructions in the section of that name in this document) + ⁃ Output the agreement in markdown and ensure it can pass a markdown linter. + ⁃ Use a blank line before and after all section headings and lists. + ⁃ Use only bulleted lists , don’t use comma separated lists. + ⁃ Ensure all headings use consistent numbering / formatting. + ⁃ Ensure all internal cross references are valid. + +## Typst Instructions + +I would like to utilize typst for this project. + +I need an extensive : + +- Index +- Table of contents +- Cross references +- Glossary (a general glossary in the top level document where the vast majority of terms will be defined and also specific glossaries in lower level documents) (a term will never be redefined lower down. New terms will be introduced at lower levels). Keep in mind the corporation bylaws will also have a glossary and potentially conflicting terms. The corporations will exist as siblings of the top level LLCs. + +- I want consistent formatting of article / section / paragraph headings. +- I will need .gitignore, .gitkeep files created and kept up to date +- I will need the typst build system created and kept up to date \ No newline at end of file diff --git a/content/charters.turnsys.com/support/requirements/Requirements-TurnkeyNetworkSystemsLLC.md b/content/charters.turnsys.com/support/requirements/Requirements-TurnkeyNetworkSystemsLLC.md new file mode 100644 index 0000000..d7de35d --- /dev/null +++ b/content/charters.turnsys.com/support/requirements/Requirements-TurnkeyNetworkSystemsLLC.md @@ -0,0 +1,58 @@ +# Requirements for Turnkey Network Systems LLC Operating Agreement + +- serve as a detailed , comprehensive , fully self contained main company operating agreement for a Texas series LLC called Turnkey Network Systems LLC hereafter referred to as the Company +- The governing state law is Texas. + ⁃ Include securities exemption disclaimers at the front of the document. +⁃ Include language which over rides all possible sections of the Texas Business Organizations Code to the maximum legal extent possible. +⁃ The sole purpose of The Company is to administer series. The Company shall conduct no business. The Company cannot enter into ANY external agreements or contracts. The Company may not have any bank accounts. +- the Company has a sole member and it may not be removed and no new members may be added. The sole member is : Turnkey Network Systems - Wyble Family Office Group - Founding Collection - TSYSMemberCo (series) LLC +- The Company and its series are overseen by a board of directors which provides governance . The series are (by default) managed by their members with oversight by the Board. +⁃ Scope the agreement very tightly to the Company and defining the requirements for series LLCs under the Company +- the Company is perpetual in existence to the extent allowed by law + ⁃ Individual LLC Series created and destroyed without affecting the perpetual nature of The Company. +- Under no circumstances may the Company or it's series grant capital interests or maintain Capital accounts for the Company or any series. Only profit interests may be granted. This is very important. Series may only grant Profit Interests. No capital interests will be offered and no capital accounts will be maintained by The Company or its series. The Company agreement must prohibit The Company and its series from having Capital Accounts and granting Capital Interests. + +- The Company allows three kinds of series to be created : + + 1. Asset management tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series. These may hold the aftermentioned (and other/additional) assets. No operations allowed except entering into a usage agreement with an operating series but are forbidden from entering into an agreement with the Company itself or any outside entity + 2. Operating series (distinct line of business meant to operate as an independent enterprise) + 3. Cell series (may contain subsidiary asset management and operating series and will have its own Board of Directors). + +- The Company will have five series defined at the time of executing the agreement. Those series can not have any members added or removed and will be perpetual. + + 1. Known Element Enterprises LLC (type: operating series) which will handle all IT functions for The Company and all series. + 2. The Campus Trading Company LLC (type: operating series) which will handle all transaction and treasury operations for The Company and all series. + 3. Redwood Family Office Group LLC (type: Cell Series) which will handle all insurance / legal / investment and any other member benefits for The Company and all series. + 4. Redwood Springs Capital Partners Group LLC (type: Cell Series) which will handle all capital raising activities as the venture capital division of The Company. + 5. Wyble Family Office Group LLC (type: Cell Series) which exists for the founders of the Company to handle their private wealth and affairs. + +- ensure all series are properly legally named and identified as series of Turnkey Network Systems LLC. +- The company will have a Board with numerous committees (I’ll leave it to your discretion to suggest what committees are needed). Lower level entities may have a board oversight component ranging from the default of nominal oversight by Company Committee, or a dedicated committee to a full independent Board with complete autonomy. +- The Board and its sub committees will be governed by charters that are separate from the operating agreement, and can be updated independently of the operating agreement and referenced and deferred to from the operating agreement but updates must be approved by series members + ⁃ All series must be fully isolated in the strongest possible sense. +- include standard boilerplate contract provisions. +- Include securities act disclaimers and that this isn’t legal / tax / financial etc advice and to consult their own experts . add the securities and related disclaimer to the beginning of the agreement . +- all series operating agreements must include a spousal / domestic partner / significant other community property disclaimer supplement. +- all members in all classes only get a single vote. One member , one vote regardless of the size of the profit interests +- Use the fairshares model for categories of membership in all series agreements by default but allow a series to select whatever categories it wants in it's own discrestion. +- Investor category membership shall (by default) be subject to shared earnings agreement / cap (investors can convert to worker category after cap is reached) (individual series can override this in their sole discretion without board approval or ability to veto) +- Series have broad latitude in capital deployment , members, operations, hiring / firing , engaging into contracts etc. They may elect to be member managed , manager managed , a hybrid. By default series will be nominally overseen by the Company Committee. +- All categories of membership will have three classes of membership (A,B,C) at minimum. They may not be removed or altered. Additional classes may be added by series as needed at their sole discretion (with board oversight , board may veto the additional classes with a 3/4 vote) +- All signatures / record keeping / voting and other governance and operations shall be done electronically with no exceptions. +- Use sociocracy principles blended with the board. Allowing for centralized strategic planning but highly distributed decision making. + ⁃ This is the second version of the operating agreement and it replaces the previous version. +- All actions duly taken under the previous operating agreement are valid. +- include a comprehensive definitions section +- be fully compliant with current Texas law +- Include provisions for over riding every part of the relevant Texas business organizations code to the maximum extent as allowed by law. +- State clearly that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship are hereby null and void. +- Allow each series broad latitude to set its own operating agreement parameters but they can’t override anything that is set for the entire LLC in the overall operating agreement. +- specifying oversight is via multiple Board committees instead of the entire Board +- specify that all of the LLC series will be default member managed , with the board providing governance , not management. +- Only allow profits interests to be granted. +- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Prepare a Schedule A with a comprehensive list of services and reference for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process. +- Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Prepare a Schedule B with a comprehensive list of services and reference for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process . +- Allow series to directly receive capital from non dilutive sources such as SBIR, economic development funds (grants) without going through Redwood Springs Capital Partners Group LLC. +- Specify that all series created under the LLC must use Redwood Springs Capital Partners LLC for any external equity capital raising. +- Allow series to directly raise capital from members in exchange for profit interests (without going through Redwood Springs Capital Partners Group LLC). +- Allow series to take loans from members , but the loan must come through a Redwood Springs Capital Partners fund. \ No newline at end of file diff --git a/content/charters.turnsys.com/support/requirements/TypstRequirements.md b/content/charters.turnsys.com/support/requirements/TypstRequirements.md new file mode 100644 index 0000000..aecba8d --- /dev/null +++ b/content/charters.turnsys.com/support/requirements/TypstRequirements.md @@ -0,0 +1,68 @@ +# TYPST + +I am creating an interconnected/related set of governance documents for my company. I want to use Typst. + +Core requirements: + +A hierarchy of operating agreements. Up to four levels deep: + +- Parent LLC +- Child LLC +- Grand Child LLC +- Great Grand Child LLC + +At every level I will want : + +- a glossary (a global glossary at the top level, a document specific glossary at each sub level) (sub levels will never redefine a term, only add terms). The sub level glossary does not need to include the definitions from the top level glossary. + +- an index (a global index at the top level, a document specific index at each sub level) + +I will need to cross reference articles/sections/headings/terms from sub levels to the top level but not the other way. + +I will also have: + +Bylaws + +They will only one level deep) . They will need glossary/index. They will not have any cross references. + +I will also have: + +- Policies +- Contracts + +They will only one level deep. +They will need glossary/index. +They will have cross references. + +I will also have: + +Board Charters +Board Committee charters . + +They will be two levels deep. +They will need glossary/index at each level. +They will have cross references. + +- All of this will be in a single git repository and a single governance book. Setup .gitignore/.gitkeep as needed. This will eventually be integrated into a CI/CD workflow so keep that in mind in your design. + +- On the title page of every document, I need the main company logo (on the top half) and the subsidary company logo (on the bottom half) + +- In the footer of every page I need the main company logo in the bottom left corner and the subsidary company logo for that document in the lower right corner + +- I will need to create both PDF and HTML output. + + +- I want you to create the typst system from my requirements. You may create any example files you need. Put everything under a directory called typst. + +- Test each bit of functionality one at a time. Ensure it fully works before moving on. + +- I am using Powersehll on windows. Do not use any linux commandsor syntax, they won't work. + +- I want you to only look at the typst subdirectory and ignore all other sub directories. + +- This is my second attempt to do this project. You made many basic mistakes the previous time. Slow down, take your time, think carefully before you proceed. You will find your existing efforts in the typst subdirectory. + +- Check for syntax errors in all relevant files before you try to compile. + +- Test each bit of functionality one at a time. Ensure it fully works before moving on. +