From 464b1b31227cc7259312d7e24e730d1490a71ffb Mon Sep 17 00:00:00 2001 From: Charles N Wyble Date: Thu, 13 Mar 2025 02:04:19 +0000 Subject: [PATCH 01/13] Initial commit --- LICENSE | 235 ++++++++++++++++++++++++++++++++++++++++++++++++++++++ README.md | 2 + 2 files changed, 237 insertions(+) create mode 100644 LICENSE create mode 100644 README.md diff --git a/LICENSE b/LICENSE new file mode 100644 index 0000000..5293729 --- /dev/null +++ b/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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Limitation of Liability. + +IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MODIFIES AND/OR CONVEYS THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. + +17. 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/README.md b/README.md new file mode 100644 index 0000000..54d40ef --- /dev/null +++ b/README.md @@ -0,0 +1,2 @@ +# TSYSGovernance + From e3019187e7afefbd342e356f58a99068c83f1da3 Mon Sep 17 00:00:00 2001 From: ReachableCEO Date: Wed, 12 Mar 2025 21:41:19 -0500 Subject: [PATCH 02/13] it begins --- Input-human/DocumentsToCreate.md | 82 +++++++++ Input-human/README.md | 9 + ...keyNetworkSystemsLLC-OperatingAgreement.md | 172 ++++++++++++++++++ future-clinerules | 9 + 4 files changed, 272 insertions(+) create mode 100644 Input-human/DocumentsToCreate.md create mode 100644 Input-human/README.md create mode 100644 Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md create mode 100644 future-clinerules diff --git a/Input-human/DocumentsToCreate.md b/Input-human/DocumentsToCreate.md new file mode 100644 index 0000000..fd96900 --- /dev/null +++ b/Input-human/DocumentsToCreate.md @@ -0,0 +1,82 @@ +# Documents to create + +## Introduction + +This is a comprehensive list of documents to be created for this project. + +## Public RWSCP LP / Governance Documents (needed for RWSCP fundraise) + + ⁃ Turnkey Network Systems LLC (Company) operating agreement + ⁃ Turnkey Network Systems LLC Board charter + ⁃ Turnkey Network Systems LLC Board committees charters + + ⁃ Wyble Family Office Group Founding Collection LLC Operating Agreement (only reference the Company LLC agreement, not the Wyble Family Office LLC Operating Agreement (as the Wyble Family Office Operating Agreement specifically freezes in place the Founding Collection LLCs as bootstrap LLCs with no ability to change them) + ⁃ Wyble Family Office Group Founding Collection - (memberco) LLC (template) operating agreement for series which are sole permanent members of Turnkey Network Systems LLC and its bootstrap series. + + ⁃ Known Element Enterprises Group LLC comprehensive operating agreement and series service contract template + ⁃ The Campus Trading Company Group LLC comprehensive operating agreement and series service contract template + ⁃ Redwood Family Office Group LLC comprehensive operating agreement and series service contract template + + ⁃ Redwood Springs Capital Partners Group LLC operating agreement + ⁃ Redwood Springs Capital Partners Group LLC board charter + ⁃ Redwood Springs Capital Partners Group LLC standing board committees charter + ⁃ Redwood Springs Capital Partners Group LLC investment committee charter + ⁃ Redwood Springs Capital Partners Group Management Company LLC operating agreement + ⁃ Redwood Springs Capital Partners Group Fund GP LLC operating agreement + ⁃ Redwood Springs Capital Partners Group Fund LLC subscription agreement template + +## Non profit affiliated entities founding documents (needed for donor and RWSCP fundraise activities) (as they are heavily affiliated with the for profit business interests that RWSCP will be funding) + + ⁃ Americans for a better network INC (intended to be a 501c3) bylaws + ⁃ Americans for a better network INC board charter + ⁃ Americans for a better network INC board committees charter + ⁃ Side Door Group Political Action Committee INC bylaws + ⁃ Side Door Group Political Action Committee INC board charter + ⁃ Side Door Solutions Group INC (intended to be a 501c4) + +## For Profit affiliate standalone legal LLC entities founding documents + + ⁃ RackRental.net Operating Company LLC + ⁃ RackRental.net Operating Company LLC franchise agreement (template) (docassembly) + ⁃ Suborbital Systems.net Development Company LLC + +## For profit subsidiary operating series + + ⁃ Ap4ap.org LLC + +- Starting Line Productions LLC + ⁃ Sol-calc.com LLC + ⁃ ThePeerNet.com LLC + ⁃ RackRental.net LLC + ⁃ Suborbital-Systems.net LLC + +## Cooperative subsidiary operating series + + ⁃ HFNOC + ⁃ HFNOC Flight Services + ⁃ HFNOC Public Sector General Flight Services + ⁃ HFNOC Public Sector National Security Flight Services + ⁃ HFNFC + +## Free / libre / open projects operating series + + ⁃ EzEda.org LLC + ⁃ EzPodStack.org LLC + +## Series foundational documents + + ⁃ Child series operating agreement - operating series (template) + ⁃ Child series operating agreement - asset holding series (template) + ⁃ Child series operating agreement - Cell series (template) + +## Policy Documents + + ⁃ Code of conduct + ⁃ AML + ⁃ KYC + ⁃ Anti Conflict of interest + ⁃ Anti Fraud Waste & Abuse + ⁃ Anti harassment + ⁃ Anti retaliation + - Social Networking + - Media diff --git a/Input-human/README.md b/Input-human/README.md new file mode 100644 index 0000000..3d0597a --- /dev/null +++ b/Input-human/README.md @@ -0,0 +1,9 @@ +# Input-human README + +## Introduction + +This directory contains a set of markdown files which will be used as initial prompts to the anthropic API. + +The content in here is written by humans and fed to Anthropic API for re-writing into LLM optimized format. + +The re-written input files are saved to input-lim with the same name with an llm- prefix added. \ No newline at end of file diff --git a/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md new file mode 100644 index 0000000..5cc70a1 --- /dev/null +++ b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -0,0 +1,172 @@ +# TSYS Parent LLC Prompt + +Create a comprehensive fully self contained operating agreement for a Texas series LLC. + +general formatting instructions : + + ⁃ 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. + +Contract language instructions : + + ⁃ Include language which over rides all possible sections of the Texas Business Organizations Code to the maximum legal extent possible. + ⁃ Include standard boilerplate contract clauses. + ⁃ 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. + ⁃ Include securities exemption disclaimers at the front of the document. + ⁃ Scope the agreement very tightly to the parent LLC. + ⁃ The parent LLC is hereafter referred to as the Company. + ⁃ The Company name is Turnkey Network Systems LLC. + ⁃ The Company will have a single member called The Wyble Family Office Group LLC - TSYS Series. No other members can be added to the company. The Wyble Family Office Group LLC - TSYS Series cannot be removed as a member from The Company. + ⁃ This is the second version of the operating agreement and it replaces the previous version. + ⁃ The sole purpose of The Company is to administer series. The Company shall conduct no business. The Company cannot enter into contracts. + ⁃ The Company shall be perpetual to the maximum legal extent possible. + ⁃ Individual LLC Series may be created and destroyed without affecting the perpetual nature of The Company. + ⁃ All series must be fully isolated in the strongest possible sense. + ⁃ 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 will 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 series (holds assets. No operations except contracting with another series. May not contract with The Company 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 bootstrap series defined at the time of executing the agreement. Those series can not have any members added or removed and will be perpetual. + + ⁃ Known Element Enterprises LLC (operating series) which will exclusively handle all IT functions for The Company and all series. + ⁃ The Campus Trading Company LLC (operating series) which will exclusively handle all transaction and treasury operations for The Company and all series. + ⁃ Redwood Family Office Group LLC (Cell Series) which will exclusively handle all insurance / legal / investment and any other member benefits for The Company and all series. + ⁃ Redwood Springs Capital Partners Group LLC (Cell Series) which will exclusively handle all capital raising activities as the venture capital division of The Company. + ⁃ Wyble Family Office Group LLC (Cell Series) which will be the sole member of the previous four series. Wyble Family Office Group LLC will have a single member: Charles Wyble And Patti Wyble Living Trust. + +All non bootstrap operating series of The Company are required to use the first four bootstrap series for the respective functions provided by the four series. All non bootstrap series shall negotiate relevant contract terms with the first four bootstrap series. + +The Company and its series are overseen by a board of directors which provides governance . The series are managed by their members with oversight by the Board. + +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 + +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 + + ⁃ 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/future-clinerules b/future-clinerules new file mode 100644 index 0000000..5f7316c --- /dev/null +++ b/future-clinerules @@ -0,0 +1,9 @@ +# Project Guidelines + +## General Instructions + +- All output created in this working session should be created in markdown and given an .md extension and be able to pass a markdown linter, unless a specific file format is required for the task. +- All output will be tracked in source control, as this is a git repository. +- All output should be kept up to date as we collaborate. They should be complete and not just contain the latest update or be cut off. Use Claude's `update` command for minor changes and `rewrite` command for major revisions (or the equivalent calls in the Anthropic API). +- Use the output as persistent storage to maintain state and context across the conversation, helping to keep the context window manageable. +- The output files should be optimized by default for use by Claude/Anthropic API. Name them in the format: LLM-WorkingTopic-CurrentDateAndTime (using CST time in 24-hour format). For example: "LLM-DockerAPI-2025-03-12-1435-CST.md". \ No newline at end of file From 083d2ba932b3701869f869e8fdf39bd512c1241f Mon Sep 17 00:00:00 2001 From: ReachableCEO Date: Thu, 13 Mar 2025 13:53:35 -0500 Subject: [PATCH 03/13] about to ship to the LLM. merged bits from joplin and legacy repo. --- .../Contracts/PropertyTransferAgreement.md | 217 +++ .../Contracts/PropertyUsageAgreement.md | 184 ++ .../OperatingAgreements/Definitions.md | 178 ++ .../HFNOC-DraftOperatingAgreement.md | 1545 +++++++++++++++++ ...AndHFNFC-OperatingAgreementInstructions.md | 54 + .../RWSCP-DraftOperatingAgreement.md | 397 +++++ ...tForSeriesLLCofTurnkeyNetworkSystemsLLC.md | 508 ++++++ ...ectRequirements-TSYSGovernance-MonoRepo.md | 257 +++ Input-human/README.md | 9 - ...keyNetworkSystemsLLC-OperatingAgreement.md | 58 - README.md | 19 +- 11 files changed, 3358 insertions(+), 68 deletions(-) create mode 100644 Input-human/Contracts/PropertyTransferAgreement.md create mode 100644 Input-human/Contracts/PropertyUsageAgreement.md create mode 100644 Input-human/OperatingAgreements/Definitions.md create mode 100644 Input-human/OperatingAgreements/HFNOC-DraftOperatingAgreement.md create mode 100644 Input-human/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md create mode 100644 Input-human/OperatingAgreements/RWSCP-DraftOperatingAgreement.md create mode 100644 Input-human/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md create mode 100644 Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md delete mode 100644 Input-human/README.md diff --git a/Input-human/Contracts/PropertyTransferAgreement.md b/Input-human/Contracts/PropertyTransferAgreement.md new file mode 100644 index 0000000..f1f5e19 --- /dev/null +++ b/Input-human/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/Input-human/Contracts/PropertyUsageAgreement.md b/Input-human/Contracts/PropertyUsageAgreement.md new file mode 100644 index 0000000..a1f920f --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/Definitions.md b/Input-human/OperatingAgreements/Definitions.md new file mode 100644 index 0000000..5b2f11c --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/HFNOC-DraftOperatingAgreement.md b/Input-human/OperatingAgreements/HFNOC-DraftOperatingAgreement.md new file mode 100644 index 0000000..d588d38 --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md b/Input-human/OperatingAgreements/HFNOCAndHFNFC-OperatingAgreementInstructions.md new file mode 100644 index 0000000..ac7ba8d --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/RWSCP-DraftOperatingAgreement.md b/Input-human/OperatingAgreements/RWSCP-DraftOperatingAgreement.md new file mode 100644 index 0000000..fb7a180 --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md b/Input-human/OperatingAgreements/TemplateAgreementForSeriesLLCofTurnkeyNetworkSystemsLLC.md new file mode 100644 index 0000000..994f8a7 --- /dev/null +++ b/Input-human/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/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md b/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md new file mode 100644 index 0000000..5933e3f --- /dev/null +++ b/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md @@ -0,0 +1,257 @@ +# 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) + - [Entity Information](#entity-information) + - [For Profit Entities](#for-profit-entities) + - [Minor subsidiary series (ancillary business ventures) of Turnkey Network Systems LLC](#minor-subsidiary-series-ancillary-business-ventures-of-turnkey-network-systems-llc) + - [ThePeerNet.com](#thepeernetcom) + - [Ap4ap.org](#ap4aporg) + - [RackRental](#rackrental) + - [Starting Line Productions](#starting-line-productions) + - [TeamRental.net](#teamrentalnet) + - [YourDreamNameHere.com](#yourdreamnameherecom) + - [MerchantsOfHope.org](#merchantsofhopeorg) + - [Ezeda.org](#ezedaorg) + - [Ezpodstack.org](#ezpodstackorg) + - [Sol-calc.com](#sol-calccom) + - [Major subsidiary series of Turnkey Network Systems LLC](#major-subsidiary-series-of-turnkey-network-systems-llc) + - [Axios Heart Studios](#axios-heart-studios) + - [Redwood Springs Capital Partners](#redwood-springs-capital-partners) + - [Redwood Family Office](#redwood-family-office) + - [Suborbital Systems](#suborbital-systems) + - [Standalone LLCs need to have operating agreements drafted as well. They are not series LLCs](#standalone-llcs-need-to-have-operating-agreements-drafted-as-well-they-are-not-series-llcs) + - [Non profit entities](#non-profit-entities) + - [Americans For A Better Network INC](#americans-for-a-better-network-inc) + - [Side Door Group INC](#side-door-group-inc) + - [Side Door Solutions Group INC](#side-door-solutions-group-inc) + - [Requirements for the main operating agreement](#requirements-for-the-main-operating-agreement) + - [Document Formatting Information](#document-formatting-information) + - [Typst Instructions](#typst-instructions) + - [Milestone deliverable critical path/plan](#milestone-deliverable-critical-pathplan) + - [Meta Information](#meta-information) + +## 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. + +## Entity Information + +Two sets of top level entities exist : + +### For Profit Entities + +1. The top level for profit company is called Turnkey Network Systems LLC. It’s a Texas series LLC. It will have a web of subsidiary entities. + +#### Minor subsidiary series (ancillary business ventures) of Turnkey Network Systems LLC + +##### ThePeerNet.com + +##### Ap4ap.org + +##### RackRental + +##### Starting Line Productions + +##### TeamRental.net + +##### YourDreamNameHere.com + +##### MerchantsOfHope.org + +##### Ezeda.org + +##### Ezpodstack.org + +##### Sol-calc.com + +#### Major subsidiary series of Turnkey Network Systems LLC + +##### Axios Heart Studios + +##### Redwood Springs Capital Partners + +##### Redwood Family Office + +##### Suborbital Systems + +#### Standalone LLCs need to have operating agreements drafted as well. They are not series LLCs + +- RackRental.net Operating Company LLC (this entity exists solely to be a counterparty to a franchise agreement with anyone wanting to license the RackRental brand and control plane). + +- Suborbital Systems Development Company LLC (this entity exists to develop and sell high altitude balloons). + +### Non profit entities + +Three non profit corporations exist as well: + +#### Americans For A Better Network INC + +#### Side Door Group INC + +#### Side Door Solutions Group INC + +## Requirements for the main 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 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 +⁃ 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. + +## 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. +- 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 +- + +## 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 + +## Meta Information + +- This file is in a git repository +- This file is a markdown document += human written markdown files are in input-human +- llm optimized markdown files should be stored in output-llm diff --git a/Input-human/README.md b/Input-human/README.md deleted file mode 100644 index 3d0597a..0000000 --- a/Input-human/README.md +++ /dev/null @@ -1,9 +0,0 @@ -# Input-human README - -## Introduction - -This directory contains a set of markdown files which will be used as initial prompts to the anthropic API. - -The content in here is written by humans and fed to Anthropic API for re-writing into LLM optimized format. - -The re-written input files are saved to input-lim with the same name with an llm- prefix added. \ No newline at end of file diff --git a/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 5cc70a1..6be1126 100644 --- a/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -1,46 +1,13 @@ # TSYS Parent LLC Prompt -Create a comprehensive fully self contained operating agreement for a Texas series LLC. -general formatting instructions : - ⁃ 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. Contract language instructions : - ⁃ Include language which over rides all possible sections of the Texas Business Organizations Code to the maximum legal extent possible. - ⁃ Include standard boilerplate contract clauses. ⁃ 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. ⁃ Include securities exemption disclaimers at the front of the document. - ⁃ Scope the agreement very tightly to the parent LLC. - ⁃ The parent LLC is hereafter referred to as the Company. - ⁃ The Company name is Turnkey Network Systems LLC. - ⁃ The Company will have a single member called The Wyble Family Office Group LLC - TSYS Series. No other members can be added to the company. The Wyble Family Office Group LLC - TSYS Series cannot be removed as a member from The Company. - ⁃ This is the second version of the operating agreement and it replaces the previous version. - ⁃ The sole purpose of The Company is to administer series. The Company shall conduct no business. The Company cannot enter into contracts. - ⁃ The Company shall be perpetual to the maximum legal extent possible. - ⁃ Individual LLC Series may be created and destroyed without affecting the perpetual nature of The Company. - ⁃ All series must be fully isolated in the strongest possible sense. - ⁃ 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 will 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 series (holds assets. No operations except contracting with another series. May not contract with The Company 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 bootstrap series defined at the time of executing the agreement. Those series can not have any members added or removed and will be perpetual. - - ⁃ Known Element Enterprises LLC (operating series) which will exclusively handle all IT functions for The Company and all series. - ⁃ The Campus Trading Company LLC (operating series) which will exclusively handle all transaction and treasury operations for The Company and all series. - ⁃ Redwood Family Office Group LLC (Cell Series) which will exclusively handle all insurance / legal / investment and any other member benefits for The Company and all series. - ⁃ Redwood Springs Capital Partners Group LLC (Cell Series) which will exclusively handle all capital raising activities as the venture capital division of The Company. - ⁃ Wyble Family Office Group LLC (Cell Series) which will be the sole member of the previous four series. Wyble Family Office Group LLC will have a single member: Charles Wyble And Patti Wyble Living Trust. All non bootstrap operating series of The Company are required to use the first four bootstrap series for the respective functions provided by the four series. All non bootstrap series shall negotiate relevant contract terms with the first four bootstrap series. @@ -145,28 +112,3 @@ Here are your detailed instructions: ⁃ 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/README.md b/README.md index 54d40ef..91bed55 100644 --- a/README.md +++ b/README.md @@ -1,2 +1,19 @@ -# TSYSGovernance +# 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.... From 99a407b718396e86e35e5a1f21c813917fb49dd2 Mon Sep 17 00:00:00 2001 From: ReachableCEO Date: Fri, 14 Mar 2025 09:48:17 -0500 Subject: [PATCH 04/13] first cut of the (new from scratch) Turnkey Network Systems LLC operating agreement. --- Input-human/DocumentsToCreate.md | 229 ++++++-- ...ectRequirements-TSYSGovernance-MonoRepo.md | 257 --------- ...keyNetworkSystemsLLC-OperatingAgreement.md | 21 +- future-clinerules | 9 - input-llm/ProjectRequirements | 41 ++ ...atingAgreement-TurnkeyNetworkSystemsLLC.md | 489 ++++++++++++++++++ output-llm/WorkLog.md | 55 ++ requirements/CleanedProjectRequirements.md | 94 ++++ requirements/ProjectRequirements.md | 115 ++++ .../Requirements-TurnkeyNetworkSystemsLLC.md | 58 +++ requirements/TypstRequirements.md | 68 +++ 11 files changed, 1099 insertions(+), 337 deletions(-) delete mode 100644 Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md delete mode 100644 future-clinerules create mode 100644 input-llm/ProjectRequirements create mode 100644 output-llm/Draft-OperatingAgreement-TurnkeyNetworkSystemsLLC.md create mode 100644 output-llm/WorkLog.md create mode 100644 requirements/CleanedProjectRequirements.md create mode 100644 requirements/ProjectRequirements.md create mode 100644 requirements/Requirements-TurnkeyNetworkSystemsLLC.md create mode 100644 requirements/TypstRequirements.md diff --git a/Input-human/DocumentsToCreate.md b/Input-human/DocumentsToCreate.md index fd96900..1b6cc2e 100644 --- a/Input-human/DocumentsToCreate.md +++ b/Input-human/DocumentsToCreate.md @@ -1,82 +1,203 @@ # Documents to create -## Introduction +- [Documents to create](#documents-to-create) + - [Operating Agreements](#operating-agreements) + - [Turnkey Network Systems LLC](#turnkey-network-systems-llc) + - [ThePeerNet.com Group (series) LLC](#thepeernetcom-group-series-llc) + - [Ap4ap.org Group (series) LLC](#ap4aporg-group-series-llc) + - [RackRental Group (series) LLC](#rackrental-group-series-llc) + - [sol-calc.com Group (series) LLC](#sol-calccom-group-series-llc) + - [StartingLineProductions.com Group (series) LLC](#startinglineproductionscom-group-series-llc) + - [TeamRental.net Group (series) LLC](#teamrentalnet-group-series-llc) + - [YourDreamNameHere.com Group (series) LLC](#yourdreamnameherecom-group-series-llc) + - [MerchantsOfHope.org Group (series) LLC](#merchantsofhopeorg-group-series-llc) + - [Ezeda.org Group (series) LLC](#ezedaorg-group-series-llc) + - [Ezpodstack.org Group (series) LLC](#ezpodstackorg-group-series-llc) + - [Sol-calc.com Group (series) LLC](#sol-calccom-group-series-llc-1) + - [Axios Heart Studios Group (series) LLC](#axios-heart-studios-group-series-llc) + - [Redwood Springs Capital Partners Group (series) LLC](#redwood-springs-capital-partners-group-series-llc) + - [Redwood Family Office Group (series) LLC](#redwood-family-office-group-series-llc) + - [Suborbital Systems Group (series) LLC](#suborbital-systems-group-series-llc) + - [MeetMorse.com Group (series) LLC](#meetmorsecom-group-series-llc) + - [Wyble Family Office Group - Founding Collection (series) LLC](#wyble-family-office-group---founding-collection-series-llc) + - [Known Element Enterprises Group (series) LLC](#known-element-enterprises-group-series-llc) + - [The Campus Trading Company Group (series) LLC](#the-campus-trading-company-group-series-llc) + - [High Flight Network Operating Company Group (series) LLC](#high-flight-network-operating-company-group-series-llc) + - [High Flight Network Finance Company Group (series) LLC](#high-flight-network-finance-company-group-series-llc) + - [RackRental.net Operating Company LLC](#rackrentalnet-operating-company-llc) + - [Suborbital Systems Development Company LLC](#suborbital-systems-development-company-llc) + - [Bylaws](#bylaws) + - [Americans For A Better Network INC](#americans-for-a-better-network-inc) + - [Americans for a better network INC bylaws](#americans-for-a-better-network-inc-bylaws) + - [Side Door Group](#side-door-group) + - [Side Door Group Political Action Committee INC bylaws](#side-door-group-political-action-committee-inc-bylaws) + - [Side Door Solutions Group](#side-door-solutions-group) + - [Side Door Solutions Group INC](#side-door-solutions-group-inc) + - [Board and Board Committee Charters](#board-and-board-committee-charters) + - [Side Door Group Political Action Committee INC board charter](#side-door-group-political-action-committee-inc-board-charter) + - [Americans for a better network INC board charter](#americans-for-a-better-network-inc-board-charter) + - [Americans for a better network INC board committees charter](#americans-for-a-better-network-inc-board-committees-charter) + - [Turnkey Network Systems LLC Board charter](#turnkey-network-systems-llc-board-charter) + - [Redwood Springs Capital Partners Group LLC board charter](#redwood-springs-capital-partners-group-llc-board-charter) + - [Redwood Springs Capital Partners Group LLC standing board committees charter](#redwood-springs-capital-partners-group-llc-standing-board-committees-charter) + - [Redwood Springs Capital Partners Group LLC investment committee charter](#redwood-springs-capital-partners-group-llc-investment-committee-charter) + - [Turnkey Network Systems LLC Board committees charters](#turnkey-network-systems-llc-board-committees-charters) + - [Contracts](#contracts) + - [Known Element Enterprises Group LLC series service contract template](#known-element-enterprises-group-llc-series-service-contract-template) + - [The Campus Trading Company Group LLC series service contract template](#the-campus-trading-company-group-llc-series-service-contract-template) + - [Redwood Family Office Group LLC series service contract template](#redwood-family-office-group-llc-series-service-contract-template) + - [Redwood Springs Capital Partners Group Fund LLC subscription agreement template](#redwood-springs-capital-partners-group-fund-llc-subscription-agreement-template) + - [RackRental.net Operating Company LLC franchise agreement template](#rackrentalnet-operating-company-llc-franchise-agreement-template) + - [Policy Documents](#policy-documents) + - [Code of conduct](#code-of-conduct) + - [AML](#aml) + - [YC](#yc) + - [Anti Conflict of interest](#anti-conflict-of-interest) + - [Anti Fraud Waste \& Abuse](#anti-fraud-waste--abuse) + - [Anti harassment](#anti-harassment) + - [Anti retaliation](#anti-retaliation) + - [Social Networking](#social-networking) + - [Media](#media) + - [Template Operating Agreements](#template-operating-agreements) + - [Turnkey Network Systems LLC Child series operating agreement - operating series (template)](#turnkey-network-systems-llc-child-series-operating-agreement---operating-series-template) + - [Turnkey Network Systems LLC Child series operating agreement - tdcmps series (template)](#turnkey-network-systems-llc-child-series-operating-agreement---tdcmps-series-template) + - [Turnkey Network Systems LLC Child series operating agreement - cell series (template)](#turnkey-network-systems-llc-child-series-operating-agreement---cell-series-template) -This is a comprehensive list of documents to be created for this project. +## Operating Agreements -## Public RWSCP LP / Governance Documents (needed for RWSCP fundraise) +### Turnkey Network Systems LLC - ⁃ Turnkey Network Systems LLC (Company) operating agreement - ⁃ Turnkey Network Systems LLC Board charter - ⁃ Turnkey Network Systems LLC Board committees charters +#### ThePeerNet.com Group (series) LLC + +#### Ap4ap.org Group (series) LLC + +#### RackRental Group (series) LLC + +#### sol-calc.com Group (series) LLC + +#### StartingLineProductions.com Group (series) LLC + +#### TeamRental.net Group (series) LLC + +#### YourDreamNameHere.com Group (series) LLC + +#### MerchantsOfHope.org Group (series) LLC + +#### Ezeda.org Group (series) LLC + +#### Ezpodstack.org Group (series) LLC + +#### Sol-calc.com Group (series) LLC + +#### Axios Heart Studios Group (series) LLC + +#### Redwood Springs Capital Partners Group (series) LLC + + ⁃ Redwood Springs Capital Partners Group LLC operating agreement + ⁃ Redwood Springs Capital Partners Group Management Company LLC operating agreement + ⁃ Redwood Springs Capital Partners Group Fund GP LLC operating agreement + +#### Redwood Family Office Group (series) LLC + + ⁃ Redwood Family Office Group LLC comprehensive operating agreement + +#### Suborbital Systems Group (series) LLC + +#### MeetMorse.com Group (series) LLC + +#### Wyble Family Office Group - Founding Collection (series) LLC ⁃ Wyble Family Office Group Founding Collection LLC Operating Agreement (only reference the Company LLC agreement, not the Wyble Family Office LLC Operating Agreement (as the Wyble Family Office Operating Agreement specifically freezes in place the Founding Collection LLCs as bootstrap LLCs with no ability to change them) ⁃ Wyble Family Office Group Founding Collection - (memberco) LLC (template) operating agreement for series which are sole permanent members of Turnkey Network Systems LLC and its bootstrap series. - ⁃ Known Element Enterprises Group LLC comprehensive operating agreement and series service contract template - ⁃ The Campus Trading Company Group LLC comprehensive operating agreement and series service contract template - ⁃ Redwood Family Office Group LLC comprehensive operating agreement and series service contract template +#### Known Element Enterprises Group (series) LLC - ⁃ Redwood Springs Capital Partners Group LLC operating agreement - ⁃ Redwood Springs Capital Partners Group LLC board charter - ⁃ Redwood Springs Capital Partners Group LLC standing board committees charter - ⁃ Redwood Springs Capital Partners Group LLC investment committee charter - ⁃ Redwood Springs Capital Partners Group Management Company LLC operating agreement - ⁃ Redwood Springs Capital Partners Group Fund GP LLC operating agreement - ⁃ Redwood Springs Capital Partners Group Fund LLC subscription agreement template + ⁃ Known Element Enterprises Group LLC comprehensive operating agreement -## Non profit affiliated entities founding documents (needed for donor and RWSCP fundraise activities) (as they are heavily affiliated with the for profit business interests that RWSCP will be funding) +#### The Campus Trading Company Group (series) LLC - ⁃ Americans for a better network INC (intended to be a 501c3) bylaws - ⁃ Americans for a better network INC board charter - ⁃ Americans for a better network INC board committees charter - ⁃ Side Door Group Political Action Committee INC bylaws - ⁃ Side Door Group Political Action Committee INC board charter - ⁃ Side Door Solutions Group INC (intended to be a 501c4) + ⁃ The Campus Trading Company Group LLC comprehensive operating agreement -## For Profit affiliate standalone legal LLC entities founding documents +#### High Flight Network Operating Company Group (series) LLC + +#### High Flight Network Finance Company Group (series) LLC + +### RackRental.net Operating Company LLC ⁃ RackRental.net Operating Company LLC - ⁃ RackRental.net Operating Company LLC franchise agreement (template) (docassembly) + +### Suborbital Systems Development Company LLC + ⁃ Suborbital Systems.net Development Company LLC -## For profit subsidiary operating series +## Bylaws - ⁃ Ap4ap.org LLC +### Americans For A Better Network INC -- Starting Line Productions LLC - ⁃ Sol-calc.com LLC - ⁃ ThePeerNet.com LLC - ⁃ RackRental.net LLC - ⁃ Suborbital-Systems.net LLC +#### Americans for a better network INC bylaws -## Cooperative subsidiary operating series +### Side Door Group - ⁃ HFNOC - ⁃ HFNOC Flight Services - ⁃ HFNOC Public Sector General Flight Services - ⁃ HFNOC Public Sector National Security Flight Services - ⁃ HFNFC +#### Side Door Group Political Action Committee INC bylaws -## Free / libre / open projects operating series +### Side Door Solutions Group - ⁃ EzEda.org LLC - ⁃ EzPodStack.org LLC +#### Side Door Solutions Group INC -## Series foundational documents +## Board and Board Committee Charters - ⁃ Child series operating agreement - operating series (template) - ⁃ Child series operating agreement - asset holding series (template) - ⁃ Child series operating agreement - Cell series (template) +### Side Door Group Political Action Committee INC board charter + +### Americans for a better network INC board charter + +### Americans for a better network INC board committees charter + +### Turnkey Network Systems LLC Board charter + +### Redwood Springs Capital Partners Group LLC board charter + +### Redwood Springs Capital Partners Group LLC standing board committees charter + +### Redwood Springs Capital Partners Group LLC investment committee charter + +### Turnkey Network Systems LLC Board committees charters + +## Contracts + +### Known Element Enterprises Group LLC series service contract template + +### The Campus Trading Company Group LLC series service contract template + +### Redwood Family Office Group LLC series service contract template + +### Redwood Springs Capital Partners Group Fund LLC subscription agreement template + +### RackRental.net Operating Company LLC franchise agreement template ## Policy Documents - ⁃ Code of conduct - ⁃ AML - ⁃ KYC - ⁃ Anti Conflict of interest - ⁃ Anti Fraud Waste & Abuse - ⁃ Anti harassment - ⁃ Anti retaliation - - Social Networking - - Media +### Code of conduct + +### AML + +### YC + +### Anti Conflict of interest + +### Anti Fraud Waste & Abuse + +### Anti harassment + +### Anti retaliation + +### Social Networking + +### Media + +## Template Operating Agreements + +### Turnkey Network Systems LLC Child series operating agreement - operating series (template) + +### Turnkey Network Systems LLC Child series operating agreement - tdcmps series (template) + +### Turnkey Network Systems LLC Child series operating agreement - cell series (template) diff --git a/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md b/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md deleted file mode 100644 index 5933e3f..0000000 --- a/Input-human/ProjectRequirements-TSYSGovernance-MonoRepo.md +++ /dev/null @@ -1,257 +0,0 @@ -# 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) - - [Entity Information](#entity-information) - - [For Profit Entities](#for-profit-entities) - - [Minor subsidiary series (ancillary business ventures) of Turnkey Network Systems LLC](#minor-subsidiary-series-ancillary-business-ventures-of-turnkey-network-systems-llc) - - [ThePeerNet.com](#thepeernetcom) - - [Ap4ap.org](#ap4aporg) - - [RackRental](#rackrental) - - [Starting Line Productions](#starting-line-productions) - - [TeamRental.net](#teamrentalnet) - - [YourDreamNameHere.com](#yourdreamnameherecom) - - [MerchantsOfHope.org](#merchantsofhopeorg) - - [Ezeda.org](#ezedaorg) - - [Ezpodstack.org](#ezpodstackorg) - - [Sol-calc.com](#sol-calccom) - - [Major subsidiary series of Turnkey Network Systems LLC](#major-subsidiary-series-of-turnkey-network-systems-llc) - - [Axios Heart Studios](#axios-heart-studios) - - [Redwood Springs Capital Partners](#redwood-springs-capital-partners) - - [Redwood Family Office](#redwood-family-office) - - [Suborbital Systems](#suborbital-systems) - - [Standalone LLCs need to have operating agreements drafted as well. They are not series LLCs](#standalone-llcs-need-to-have-operating-agreements-drafted-as-well-they-are-not-series-llcs) - - [Non profit entities](#non-profit-entities) - - [Americans For A Better Network INC](#americans-for-a-better-network-inc) - - [Side Door Group INC](#side-door-group-inc) - - [Side Door Solutions Group INC](#side-door-solutions-group-inc) - - [Requirements for the main operating agreement](#requirements-for-the-main-operating-agreement) - - [Document Formatting Information](#document-formatting-information) - - [Typst Instructions](#typst-instructions) - - [Milestone deliverable critical path/plan](#milestone-deliverable-critical-pathplan) - - [Meta Information](#meta-information) - -## 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. - -## Entity Information - -Two sets of top level entities exist : - -### For Profit Entities - -1. The top level for profit company is called Turnkey Network Systems LLC. It’s a Texas series LLC. It will have a web of subsidiary entities. - -#### Minor subsidiary series (ancillary business ventures) of Turnkey Network Systems LLC - -##### ThePeerNet.com - -##### Ap4ap.org - -##### RackRental - -##### Starting Line Productions - -##### TeamRental.net - -##### YourDreamNameHere.com - -##### MerchantsOfHope.org - -##### Ezeda.org - -##### Ezpodstack.org - -##### Sol-calc.com - -#### Major subsidiary series of Turnkey Network Systems LLC - -##### Axios Heart Studios - -##### Redwood Springs Capital Partners - -##### Redwood Family Office - -##### Suborbital Systems - -#### Standalone LLCs need to have operating agreements drafted as well. They are not series LLCs - -- RackRental.net Operating Company LLC (this entity exists solely to be a counterparty to a franchise agreement with anyone wanting to license the RackRental brand and control plane). - -- Suborbital Systems Development Company LLC (this entity exists to develop and sell high altitude balloons). - -### Non profit entities - -Three non profit corporations exist as well: - -#### Americans For A Better Network INC - -#### Side Door Group INC - -#### Side Door Solutions Group INC - -## Requirements for the main 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 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 -⁃ 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. - -## 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. -- 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 -- - -## 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 - -## Meta Information - -- This file is in a git repository -- This file is a markdown document -= human written markdown files are in input-human -- llm optimized markdown files should be stored in output-llm diff --git a/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 6be1126..362ee47 100644 --- a/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -1,31 +1,23 @@ # 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. - ⁃ Include securities exemption disclaimers at the front of the document. -All non bootstrap operating series of The Company are required to use the first four bootstrap series for the respective functions provided by the four series. All non bootstrap series shall negotiate relevant contract terms with the first four bootstrap series. - -The Company and its series are overseen by a board of directors which provides governance . The series are managed by their members with oversight by the Board. No employees. Only members or contractors. Contractors will fall into two classes: -Adjunct +Adjunct: Short term, 1099, fired at will. -Short term, 1099, fired at will. - -Vendor -will be on retainer and have an engagement letter and be +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 @@ -93,8 +85,6 @@ Your firm has been jointly engaged and retained by: ⁃ 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: @@ -105,10 +95,7 @@ Here are your detailed instructions: ⁃ 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 : diff --git a/future-clinerules b/future-clinerules deleted file mode 100644 index 5f7316c..0000000 --- a/future-clinerules +++ /dev/null @@ -1,9 +0,0 @@ -# Project Guidelines - -## General Instructions - -- All output created in this working session should be created in markdown and given an .md extension and be able to pass a markdown linter, unless a specific file format is required for the task. -- All output will be tracked in source control, as this is a git repository. -- All output should be kept up to date as we collaborate. They should be complete and not just contain the latest update or be cut off. Use Claude's `update` command for minor changes and `rewrite` command for major revisions (or the equivalent calls in the Anthropic API). -- Use the output as persistent storage to maintain state and context across the conversation, helping to keep the context window manageable. -- The output files should be optimized by default for use by Claude/Anthropic API. Name them in the format: LLM-WorkingTopic-CurrentDateAndTime (using CST time in 24-hour format). For example: "LLM-DockerAPI-2025-03-12-1435-CST.md". \ No newline at end of file diff --git a/input-llm/ProjectRequirements b/input-llm/ProjectRequirements new file mode 100644 index 0000000..eaa2db1 --- /dev/null +++ b/input-llm/ProjectRequirements @@ -0,0 +1,41 @@ +# TSYS Governance Requirements + +## Metadata +- project_type: governance_system +- document_format: typst +- jurisdiction: Texas +- entity_type: series_llc +- version: 2.0 + +## Core Requirements +- operating_agreement: + - securities_disclaimers: required + - tboc_overrides: maximum_extent + - series_types: [tdcmsp, operating, cell] + - initial_series: 5 + - governance_model: sociocracy + - profit_interests_only: true + - service_providers: [known_element, campus_trading] + - electronic_governance: required + +## Document Structure +- title_page: securities_disclaimers +- toc: required +- definitions: comprehensive +- main_articles: [formation, series_types, governance, membership, financials, services, capital, amendments, general] +- schedules: [it_services, transactions, capital] + +## Formatting +- markdown_linting: required +- whitespace: liberal +- lists: bulleted_only +- cross_references: validated +- headings: consistent_numbering + +## Typst Features +- index: required +- toc: required +- cross_references: required +- glossary: [general, specific] +- formatting: consistent +- build_system: required diff --git a/output-llm/Draft-OperatingAgreement-TurnkeyNetworkSystemsLLC.md b/output-llm/Draft-OperatingAgreement-TurnkeyNetworkSystemsLLC.md new file mode 100644 index 0000000..bbc8c87 --- /dev/null +++ b/output-llm/Draft-OperatingAgreement-TurnkeyNetworkSystemsLLC.md @@ -0,0 +1,489 @@ +# AMENDED AND RESTATED OPERATING AGREEMENT OF TURNKEY NETWORK SYSTEMS LLC + +**A Texas Series Limited Liability Company** + +**Effective Date: March 14, 2025** + +## SECURITIES DISCLAIMER + +THE MEMBERSHIP INTERESTS DESCRIBED IN THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE MEMBERSHIP INTERESTS ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. THE MEMBERSHIP INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OPERATING AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. + +THE MEMBERSHIP INTERESTS INVOLVE A HIGH DEGREE OF RISK AND ARE SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. PROSPECTIVE MEMBERS SHOULD CAREFULLY REVIEW THIS OPERATING AGREEMENT AND CONSULT WITH THEIR OWN LEGAL, TAX, AND FINANCIAL ADVISORS BEFORE MAKING ANY INVESTMENT DECISION. + +THIS OPERATING AGREEMENT DOES NOT CONSTITUTE LEGAL, TAX, OR FINANCIAL ADVICE. ALL MEMBERS AND PROSPECTIVE MEMBERS ARE STRONGLY ENCOURAGED TO CONSULT WITH THEIR OWN PROFESSIONAL ADVISORS BEFORE MAKING ANY DECISIONS RELATED TO THE COMPANY OR ANY SERIES THEREOF. + +## ARTICLE I: DEFINITIONS AND INTERPRETATION + +### Section 1.1 Definitions + +As used in this Operating Agreement, the following terms shall have the meanings set forth below: + +**"Act"** means the Texas Business Organizations Code, as amended from time to time. + +**"Agreement"** means this Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time. + +**"Asset Management Series"** means a Series created for the purpose of holding tools, dies, casts, materials, supplies, intellectual property, and other assets, with no operations allowed except entering into usage agreements with Operating Series. + +**"Board"** means the Board of Directors of the Company, which provides governance for the Company and its Series. + +**"Cell Series"** means a Series that may contain subsidiary Asset Management Series and Operating Series and will have its own Board of Directors. + +**"Class A Member"** means a Member holding Class A Membership Interests in the Company or any Series. + +**"Class B Member"** means a Member holding Class B Membership Interests in the Company or any Series. + +**"Class C Member"** means a Member holding Class C Membership Interests in the Company or any Series. + +**"Company"** means Turnkey Network Systems LLC, a Texas series limited liability company. + +**"FairShares Model"** means the approach to membership categorization that recognizes different stakeholder contributions (Founders, Investors, Users, and Workers) and provides appropriate rights and responsibilities to each category. + +**"Founder Category"** means the membership category for individuals who established the Company or a Series. + +**"Investor Category"** means the membership category for individuals or entities that provide financial capital to the Company or a Series. + +**"Member"** means any Person holding Membership Interests in the Company or any Series. + +**"Membership Interest"** means a Member's entire interest in the Company or any Series, including the Member's economic interest, voting rights, and right to participate in management. + +**"Operating Series"** means a Series created to operate a distinct line of business meant to function as an independent enterprise. + +**"Person"** means an individual, corporation, partnership, limited liability company, trust, estate, association, joint venture, or other entity or governmental body. + +**"Profit Interest"** means a Membership Interest that entitles the holder to share in the profits and losses of the Company or a Series, but does not include any right to receive distributions upon liquidation of the Company or Series with respect to capital contributions. + +**"Series"** means a series of the Company established in accordance with this Agreement and the Act. + +**"Sociocracy"** means a system of governance that seeks to create harmonious social environments and productive organizations through consent-based decision-making and organizational structure. + +**"User Category"** means the membership category for individuals or entities that use the products or services of the Company or a Series. + +**"Worker Category"** means the membership category for individuals who contribute labor, knowledge, skills, or other non-financial resources to the Company or a Series. + +### Section 1.2 Interpretation + +In this Agreement, unless the context otherwise requires: + +(a) Words importing the singular include the plural and vice versa; + +(b) Words importing a gender include every gender; + +(c) References to "Article," "Section," or another subdivision are to an article, section, or subdivision of this Agreement; + +(d) The headings in this Agreement do not affect its interpretation; + +(e) References to any statute or statutory provision include that statute or provision as amended, extended, or re-enacted from time to time; + +(f) References to "include" or "including" shall be deemed to be followed by the words "without limitation"; and + +(g) References to "writing" or "written" include electronic forms of writing. + +## ARTICLE II: ORGANIZATION + +### Section 2.1 Formation + +The Company was formed as a limited liability company under the laws of the State of Texas by the filing of a Certificate of Formation with the Texas Secretary of State. This Agreement amends and restates in its entirety any previous operating agreements of the Company. All actions duly taken under any previous operating agreement are valid and continue in full force and effect. This includes, but is not limited to, all resolutions, appointments, contracts, and other actions properly authorized under the previous operating agreement. + +### Section 2.2 Name + +The name of the Company is "Turnkey Network Systems LLC." The business of the Company may be conducted under that name or any other name that the Board deems appropriate. + +### Section 2.3 Purpose + +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. + +### Section 2.4 Principal Office + +The principal office of the Company shall be at such place as the Board may designate from time to time. + +### Section 2.5 Registered Agent and Office + +The registered agent and registered office of the Company shall be as designated in the Certificate of Formation, or as the Board may designate from time to time. + +### Section 2.6 Term + +The Company shall have perpetual existence to the extent allowed by law, unless dissolved in accordance with this Agreement or the Act. + +### Section 2.7 Override of Texas Business Organizations Code + +To the maximum extent permitted by applicable law, the provisions of this Agreement shall override all provisions of the Texas Business Organizations Code that would otherwise apply to the Company or any Series but that may be modified or overridden by agreement of the Members. If any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be deemed to be amended to the smallest degree possible to make such provision effective under the Act. + +### Section 2.8 Prior Agreements Superseded + +This Agreement constitutes the entire agreement among the Members with respect to the affairs of the Company and the conduct of its business and supersedes all prior agreements, whether oral or written. 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. Notwithstanding the foregoing, all membership grants issued under any previous operating agreement remain in effect and shall be re-issued as Class A Profit Interests under this Agreement. + +## ARTICLE III: MEMBERSHIP + +### Section 3.1 Sole Member + +The Company has a sole Member, which is: Turnkey Network Systems - Wyble Family Office Group - Founding Collection - TSYSMemberCo (series) LLC. The sole Member may not be removed, and no new Members may be added to the Company. + +### Section 3.2 Capital Contributions and Capital Accounts + +(a) **Prohibition on Capital Interests and Capital Accounts**: Under no circumstances may the Company or its Series grant capital interests or maintain Capital accounts for the Company or any Series. Only Profit Interests may be granted. This prohibition applies to the Company and all Series created under this Agreement. + +(b) **Initial Capital Contribution**: The sole Member has made an initial capital contribution to the Company, the receipt and sufficiency of which are hereby acknowledged. + +(c) **Existing Membership Grants**: All membership grants issued under any previous operating agreement of the Company or any Series thereof remain in effect and shall be re-issued as Class A Profit Interests under this Agreement. This re-issuance shall not affect the rights, privileges, or obligations of any Member with respect to such membership interests, except as specifically provided in this Agreement. + +### Section 3.3 Liability of Members + +No Member shall be liable for the debts, obligations, or liabilities of the Company or any Series solely by reason of being a Member. + +### Section 3.4 Voting Rights + +The sole Member shall have one vote with respect to matters requiring Member approval for the Company. For Series, each Member, regardless of the size of their Profit Interest, shall have one vote. One Member, one vote shall be the rule for all Series. + +## ARTICLE IV: SERIES ESTABLISHMENT AND GOVERNANCE + +### Section 4.1 Establishment of Series + +(a) The Company may establish one or more Series in accordance with the Act and this Agreement. + +(b) Each Series shall have separate rights, powers, or duties with respect to specified property or obligations of the Company or profits and losses associated with specified property or obligations. + +(c) 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 such Series only, and not against the assets of the Company generally or any other Series. + +### Section 4.2 Types of Series + +The Company allows three kinds of Series to be created: + +(a) **Asset Management Series**: These Series may hold tools, dies, casts, materials, supplies, intellectual property, and other assets. No operations are allowed except entering into a usage agreement with an Operating Series. Asset Management Series are forbidden from entering into an agreement with the Company itself or any outside entity. + +(b) **Operating Series**: These Series are created to operate a distinct line of business meant to function as an independent enterprise. + +(c) **Cell Series**: These Series may contain subsidiary Asset Management Series and Operating Series and will have their own Board of Directors. + +### Section 4.3 Initial Series + +The Company will have five Series defined at the time of executing this Agreement. These Series cannot have any Members added or removed and will be perpetual: + +(a) **Known Element Enterprises LLC** (type: Operating Series), which will handle all IT functions for the Company and all Series. + +(b) **The Campus Trading Company LLC** (type: Operating Series), which will handle all transaction and treasury operations for the Company and all Series. + +(c) **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. + +(d) **Redwood Springs Capital Partners Group LLC** (type: Cell Series), which will handle all capital raising activities as the venture capital division of the Company. + +(e) **Wyble Family Office Group LLC** (type: Cell Series), which exists for the founders of the Company to handle their private wealth and affairs. + +### Section 4.4 Series Naming + +All Series shall be properly legally named and identified as Series of Turnkey Network Systems LLC. The proper naming convention shall be "[Series Name] LLC, a series of Turnkey Network Systems LLC." + +### Section 4.5 Series Isolation + +All Series must be fully isolated in the strongest possible sense. 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 such Series only, and not against the assets of the Company generally or any other Series. + +### Section 4.6 Series Operating Agreements + +(a) Each Series may adopt its own operating agreement, which shall govern the operations and affairs of such Series, subject to the provisions of this Agreement. + +(b) Series have broad latitude in setting their own operating agreement parameters, but they cannot override anything that is set for the entire LLC in this Agreement. + +(c) All Series operating agreements must include a spousal/domestic partner/significant other community property disclaimer supplement. + +### Section 4.7 Series Management + +(a) By default, all Series shall be member-managed, with the Board providing governance, not management. + +(b) Series have broad latitude in capital deployment, Members, operations, hiring/firing, engaging into contracts, etc. They may elect to be member-managed, manager-managed, or a hybrid. + +(c) By default, Series will be nominally overseen by the Company Committee of the Board. + +### Section 4.8 Series Membership + +(a) **FairShares Model**: Series shall use the FairShares Model for categories of membership by default but may select whatever categories they want in their own discretion. + +(b) **Membership Classes**: All categories of membership will have three classes of membership (A, B, C) at minimum. These classes may not be removed or altered. Additional classes may be added by Series as needed at their sole discretion (with Board oversight; the Board may veto the additional classes with a 3/4 vote). + +(c) **Investor Category**: 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. + +(d) **Profit Interests Only**: Series may only grant Profit Interests. No capital interests will be offered, and no capital accounts will be maintained by any Series. + +### Section 4.9 Required Service Providers + +(a) **IT Services**: All Series created under the Company must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Schedule A attached to this Agreement provides a comprehensive list of services. The official list and terms are available at https://contract.knownelement.com. The referenced contract overrides this Agreement and can be updated by the relevant Board committees without Members needing to authorize the update process. + +(b) **Transaction/Treasury Services**: All Series created under the Company must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Schedule B attached to this Agreement provides a comprehensive list of services. The official list and terms are available at https://contract.thecampustradingcompany.com. The referenced contract overrides this Agreement and can be updated by the relevant Board committees without Members needing to authorize the update process. + +(c) **Capital Raising**: All Series created under the Company must use Redwood Springs Capital Partners LLC for any external equity capital raising. + +### Section 4.10 Capital Raising and Financing + +(a) Series may directly receive capital from non-dilutive sources such as SBIR, economic development funds (grants) without going through Redwood Springs Capital Partners Group LLC. + +(b) Series may directly raise capital from Members in exchange for Profit Interests (without going through Redwood Springs Capital Partners Group LLC). + +(c) Series may take loans from Members, but the loan must come through a Redwood Springs Capital Partners fund. + +## ARTICLE V: BOARD OF DIRECTORS AND GOVERNANCE + +### Section 5.1 Board of Directors + +(a) The Company and its Series shall be overseen by a Board of Directors, which shall provide governance. + +(b) The Board shall consist of at least five (5) directors, with the exact number determined by the sole Member. + +(c) Directors shall be appointed by the sole Member and shall serve until their successors are duly appointed or until their earlier death, resignation, or removal. + +(d) The Board shall meet at least quarterly and may meet more frequently as needed. + +(e) A majority of the directors shall constitute a quorum for the transaction of business. + +(f) The Board shall act by majority vote of the directors present at a meeting at which a quorum is present, except as otherwise provided in this Agreement. + +### Section 5.2 Board Committees + +(a) The Board shall establish the following committees: + +1. **Executive Committee**: Responsible for overall strategic direction and oversight of the Company and its Series. + +2. **Audit and Finance Committee**: Responsible for financial oversight, including review of financial statements, audit processes, and financial controls. + +3. **Governance Committee**: Responsible for Board governance, including Board composition, director nominations, and governance policies. + +4. **Risk and Compliance Committee**: Responsible for oversight of risk management and compliance with laws, regulations, and internal policies. + +5. **Technology and Innovation Committee**: Responsible for oversight of technology strategy, innovation initiatives, and digital transformation. + +6. **Company Committee**: Responsible for nominal oversight of Series that do not have dedicated committees or boards. + +(b) Each committee shall have at least three (3) members, who shall be appointed by the Board. + +(c) Each committee shall have a charter that sets forth its purpose, responsibilities, and procedures. + +(d) Committee charters are separate from this Agreement and can be updated independently of this Agreement, but updates must be approved by Series Members. + +### Section 5.3 Series Governance + +(a) Lower-level entities may have a board oversight component ranging from the default of nominal oversight by the Company Committee, or a dedicated committee, to a full independent Board with complete autonomy. + +(b) Cell Series shall have their own Board of Directors, which shall be appointed in accordance with the operating agreement of such Series. + +### Section 5.4 Sociocracy Principles + +(a) The Company and its Series shall use sociocracy principles blended with the Board structure, allowing for centralized strategic planning but highly distributed decision-making. + +(b) Key sociocracy principles to be applied include: + +1. **Consent-Based Decision-Making**: Decisions are made when there are no reasoned and paramount objections. + +2. **Circle Structure**: Governance occurs in circles (groups) with defined domains and responsibilities. + +3. **Double-Linking**: Two members of each circle participate in the next higher circle to ensure flow of information and alignment. + +4. **Elections by Consent**: People are elected to roles by consent after open discussion. + +### Section 5.5 Electronic Governance + +All signatures, record-keeping, voting, and other governance and operations shall be done electronically with no exceptions. + +## ARTICLE VI: ALLOCATIONS AND DISTRIBUTIONS + +### Section 6.1 Allocations of Profits and Losses + +(a) The profits and losses of each Series shall be allocated to the Members of such Series in accordance with their respective Profit Interests. + +(b) The Company itself shall not have any profits or losses, as it does not conduct any business. + +### Section 6.2 Distributions + +(a) Each Series may make distributions to its Members in accordance with its operating agreement, subject to the provisions of this Agreement and applicable law. + +(b) No distribution shall be 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. + +## ARTICLE VII: TRANSFERS OF MEMBERSHIP INTERESTS + +### Section 7.1 Restrictions on Transfer + +(a) The sole Member of the Company may not transfer its Membership Interest. + +(b) Members of Series may transfer their Membership Interests only in accordance with the operating agreement of such Series and this Agreement. + +### Section 7.2 Permitted Transfers + +(a) A Member of a Series may transfer all or any portion of its Membership Interest only: + +1. With the consent of all other Members of such Series; + +2. To the Series itself; + +3. To another Member of such Series; or + +4. As otherwise permitted by the operating agreement of such Series. + +(b) Any transfer in violation of this Article shall be null and void. + +## ARTICLE VIII: DISSOLUTION AND WINDING UP + +### Section 8.1 Dissolution of the Company + +The Company shall be dissolved and its affairs wound up only upon the occurrence of any of the following events: + +(a) The determination by the sole Member to dissolve the Company; + +(b) The entry of a decree of judicial dissolution under the Act; or + +(c) As otherwise required by the Act. + +### Section 8.2 Dissolution of a Series + +(a) A Series may be dissolved without affecting the perpetual nature of the Company. + +(b) A Series shall be dissolved and its affairs wound up upon the occurrence of any of the following events: + +1. The determination by the Members of such Series to dissolve the Series, in accordance with the operating agreement of such Series; + +2. The entry of a decree of judicial dissolution with respect to such Series under the Act; or + +3. As otherwise required by the Act or the operating agreement of such Series. + +### Section 8.3 Winding Up + +(a) Upon dissolution of the Company or any Series, the Board or the Members of such Series, as applicable, shall wind up the affairs of the Company or such Series. + +(b) The assets of the Company or such Series shall be liquidated, and the proceeds shall be applied in the following order: + +1. To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company or such Series; + +2. To Members in accordance with their positive capital account balances, taking into account all capital account adjustments for the fiscal year in which the liquidation occurs; and + +3. To Members in accordance with their respective Profit Interests. + +## ARTICLE IX: INDEMNIFICATION AND LIMITATION OF LIABILITY + +### Section 9.1 Indemnification + +(a) 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 by reason of the fact that such person is or was a Member, director, officer, employee, or agent of the Company or any Series, or is or was serving at the request of the Company or any Series as a director, officer, employee, or agent of another entity, to the fullest extent permitted by law. + +(b) Expenses incurred by a person seeking indemnification under this Section in defending any action, suit, or proceeding may be paid by the Company or the applicable Series 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 or such Series. + +### Section 9.2 Limitation of Liability + +(a) No Member, director, officer, employee, or agent of the Company or any Series shall be liable to the Company, any Series, or any other Member for any act or omission based upon errors of judgment or other fault in connection with the business or affairs of the Company or any Series, except for any such liability for losses, claims, damages, liabilities, or expenses that a court of competent jurisdiction determines resulted from the person's gross negligence, willful misconduct, or violation of law. + +(b) The debts, obligations, and liabilities of the Company or any Series, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company or such Series, and no Member, director, officer, employee, or agent of the Company or any Series shall be obligated personally for any such debt, obligation, or liability solely by reason of being a Member, director, officer, employee, or agent. + +## ARTICLE X: AMENDMENTS + +### Section 10.1 Amendment of Certificate of Formation + +The Certificate of Formation may be amended only with the written consent of the sole Member. + +### Section 10.2 Amendment of Operating Agreement + +This Agreement may be amended only with the written consent of the sole Member. + +### Section 10.3 Amendment of Series Operating Agreements + +The operating agreement of a Series may be amended in accordance with the terms of such operating agreement, subject to the provisions of this Agreement. + +## ARTICLE XI: MISCELLANEOUS + +### Section 11.1 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 or conflict of law provisions. + +### Section 11.2 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. + +### Section 11.3 Binding Effect + +This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns. + +### Section 11.4 Counterparts + +This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. + +### Section 11.5 Notices + +All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by electronic mail, sent by certified or registered mail, return receipt requested, or sent by a nationally recognized overnight courier service, to the parties at their addresses set forth in the records of the Company. + +### Section 11.6 No Third-Party Beneficiaries + +This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, shall give or be construed to give to any person, other than the parties hereto and such permitted assigns, any legal or equitable rights hereunder. + +### Section 11.7 Entire Agreement + +This Agreement 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, relating to such subject matter. + +### Section 11.8 Waiver + +No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof. + +## SCHEDULE A: KNOWN ELEMENT ENTERPRISES LLC SERVICES + +The following is a non-exhaustive list of IT and business operations systems and services provided by Known Element Enterprises LLC to the Company and all Series: + +1. Information Technology Infrastructure Management +2. Software Development and Maintenance +3. Cybersecurity Services +4. Data Management and Analytics +5. Cloud Computing Services +6. Technical Support and Help Desk +7. Website Development and Maintenance +8. Email and Communication Systems +9. Network Administration +10. Business Process Automation +11. Project Management Systems +12. Document Management Systems +13. Customer Relationship Management Systems +14. Enterprise Resource Planning Systems +15. Business Intelligence and Reporting + +For the complete and current list of services and terms, please refer to https://contract.knownelement.com. + +## SCHEDULE B: THE CAMPUS TRADING COMPANY LLC SERVICES + +The following is a non-exhaustive list of transaction and treasury services and systems provided by The Campus Trading Company LLC to the Company and all Series: + +1. Payment Processing +2. Accounts Receivable Management +3. Accounts Payable Management +4. Cash Flow Management +5. Financial Reporting +6. Treasury Management +7. Foreign Exchange Services +8. Risk Management +9. Working Capital Management +10. Liquidity Management +11. Investment Management +12. Banking Relationship Management +13. Financial Analysis +14. Transaction Monitoring +15. Compliance Reporting + +For the complete and current list of services and terms, please refer to https://contract.thecampustradingcompany.com. + +## SPOUSAL/DOMESTIC PARTNER/SIGNIFICANT OTHER COMMUNITY PROPERTY DISCLAIMER SUPPLEMENT + +By signing below, the spouse, domestic partner, or significant other of a Member acknowledges and agrees that: + +1. The Member's Membership Interest in the Company or any Series is the Member's separate property. + +2. The spouse, domestic partner, or significant other has no community property interest in the Member's Membership Interest. + +3. The spouse, domestic partner, or significant other waives any right, title, or interest in the Member's Membership Interest. + +4. The spouse, domestic partner, or significant other consents to any future transactions by the Member with respect to the Member's Membership Interest without further consent or approval. + +5. This disclaimer shall be binding upon the spouse, domestic partner, or significant other and their heirs, executors, administrators, and assigns. + +## ELECTRONIC EXECUTION + +This Agreement shall be executed solely by electronic means in accordance with Section 5.5 of this Agreement. All parties acknowledge and agree that: + +1. This Agreement shall be signed electronically pursuant to the Texas Uniform Electronic Transactions Act (UETA), Texas Business & Commerce Code § 322.001 et seq., and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq. + +2. Electronic signatures to this Agreement shall have the same legal effect, validity, and enforceability as a manually executed signature to the fullest extent permitted by applicable law. + +3. Non-electronic signatures are not required and will not be accepted for this Agreement or any amendments, supplements, or modifications hereto. + +4. The electronic record of this Agreement shall be the authoritative version for all legal purposes. + +5. By electronically signing this Agreement, each party represents that they have the authority to bind the entity they represent to this Agreement. + +The effective date of this Agreement shall be the date when the last required party electronically signs this Agreement. diff --git a/output-llm/WorkLog.md b/output-llm/WorkLog.md new file mode 100644 index 0000000..ba23d1f --- /dev/null +++ b/output-llm/WorkLog.md @@ -0,0 +1,55 @@ +# TSYS Governance Work Log + +## Operating Agreement Plan + +### Document Structure +- Title Page: Securities Disclaimers +- TOC +- Definitions +- Main Articles: + * Formation/Purpose + * Series Types + * Governance + * Membership/Profit + * Financials + * Services + * Capital + * Amendments + * General +- Schedules: + * A: IT Services + * B: Transactions + * C: Capital + +### Key Modifications +- Add securities disclaimers +- Strengthen TBOC overrides +- Formalize series types +- Incorporate sociocracy +- Add profit interest details +- Mandate service providers +- Require electronic governance + +### Open Questions +1. Specific securities disclaimer language? +2. Additional series restrictions? +3. Sociocratic governance elements? +4. Sample profit interest calculations? +5. Additional service requirements? + +### Key Requirements +- TBOC overrides +- Three series types (TDCMSP, Operating, Cell) +- Five initial perpetual series +- Sociocratic governance +- Profit interests only +- Exclusive service providers +- Electronic governance + +### Governance Structure +- Board oversight +- Multiple committees +- Sociocratic principles +- Centralized strategy +- Distributed decision-making +- Electronic operations diff --git a/requirements/CleanedProjectRequirements.md b/requirements/CleanedProjectRequirements.md new file mode 100644 index 0000000..3f918b8 --- /dev/null +++ b/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/requirements/ProjectRequirements.md b/requirements/ProjectRequirements.md new file mode 100644 index 0000000..f5a5b90 --- /dev/null +++ b/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/requirements/Requirements-TurnkeyNetworkSystemsLLC.md b/requirements/Requirements-TurnkeyNetworkSystemsLLC.md new file mode 100644 index 0000000..d7de35d --- /dev/null +++ b/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/requirements/TypstRequirements.md b/requirements/TypstRequirements.md new file mode 100644 index 0000000..aecba8d --- /dev/null +++ b/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. + From ae722679a1a53f2f18ac255d65663bae87a441b9 Mon Sep 17 00:00:00 2001 From: ReachableCEO Date: Fri, 14 Mar 2025 14:58:25 -0500 Subject: [PATCH 05/13] a big merge event. mdbook in the interim. i am now using a combo of claude app and deepsek api. --- .gitignore | 1 + Input-human/CorePrinciples.md | 14 + .../TurnkeyNetworkSystemsLLC/1.0/md5Initial | 2 + .../1.0/operating-agreement.docx | Bin 0 -> 27308 bytes .../1.0/operating-agreement.md | 1353 +++++ Input-human/NonProfitFormationPrompt.md | 61 + .../OriginalThoughts-MergeLater.md | 33 + .../RequirementsAndInstructions.md | 112 + .../TurnkeyNetworkSystemsLLC-PreRework.md | 5145 +++++++++++++++++ ...SystemsLLC-OperatingAgreement-PreRework.md | 5145 +++++++++++++++++ .../BA_TheConnection_202456.pdf | Bin 0 -> 2901645 bytes .../CleanedProjectRequirements.md | 0 .../requirements}/ProjectRequirements.md | 0 .../Requirements-TurnkeyNetworkSystemsLLC.md | 0 .../requirements}/TypstRequirements.md | 0 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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/Input-human/NonProfitFormationPrompt.md b/Input-human/NonProfitFormationPrompt.md new file mode 100644 index 0000000..36b5bbc --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/OriginalThoughts-MergeLater.md b/Input-human/OperatingAgreements/OriginalThoughts-MergeLater.md new file mode 100644 index 0000000..47cd53e --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/RequirementsAndInstructions.md b/Input-human/OperatingAgreements/RequirementsAndInstructions.md new file mode 100644 index 0000000..97af551 --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/TurnkeyNetworkSystemsLLC-PreRework.md b/Input-human/OperatingAgreements/TurnkeyNetworkSystemsLLC-PreRework.md new file mode 100644 index 0000000..ea8639c --- /dev/null +++ b/Input-human/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/Input-human/OperatingAgreements/legacy-TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md b/Input-human/OperatingAgreements/legacy-TurnkeyNetworkSystemsLLC-OperatingAgreement-PreRework.md new file mode 100644 index 0000000..ea8639c --- /dev/null +++ b/Input-human/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/Input-human/Reference material/BA_TheConnection_202456.pdf b/Input-human/Reference material/BA_TheConnection_202456.pdf new file mode 100644 index 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