From af82d5777bd0e9980db330407b2052963df8eed9 Mon Sep 17 00:00:00 2001 From: Rob Kelly Date: Tue, 30 Dec 2025 13:13:27 -0700 Subject: [PATCH] Added LLC-specific appendix to Constitution. --- constitution.md | 100 ++++++++++++++++++++++++++++++++++++++++++++++++ 1 file changed, 100 insertions(+) diff --git a/constitution.md b/constitution.md index 1d3b1c7..341d4d1 100644 --- a/constitution.md +++ b/constitution.md @@ -577,6 +577,106 @@ and spread our shared vision of a humane social order. amendment with the same text as a previously-rejected amendment may be submitted. +# Appendix A - LLC Operating Agreement + +This document, including this Appendix, shall also serve as the +Operating Agreement of Intrusive Thoughts LLC, a New Mexico limited +liability company (the "Company"). This agreement is entered into +effective as of December 25, 2025, by and among the Members as set +forth in the Company's records. + +## Article I. LLC Formation + +1. _Name._ The Company's name is Intrusive Thoughts LLC, alternately + doing business as the Intrusive Thoughts Creative Collective LC. + +2. _Registered Agent._ Registered agent and registered office: Whitman + La Torra, 3229 Risner Street, Las Cruces, NM 88011. + +3. _Formation._ The Company was formed under the New Mexico Limited + Liability Company Act by filing Articles of Organization with the + New Mexico Secretary of State on December 19, 2025. + +## Article II. LLC Members & Membership Structure + +1. _Members._ Membership is limited to individuals elected to the + Steering Committee (the "Office") by the Collective Body as + described in [Article V](#article-v-elections) of the + Constitution. The initial Members and their ownership interests + will be recorded in the Company's Membership Register. + +2. _Collective Body._ "Collective" means the full membership body, + including all individuals who participate in and are recognized by + the Collective Body regardless of whether they are recorded on the + Company's Membership Register. + +3. _Collective Ownership._ All capital contributions, property, and + intellectual property of the Company are owned collectively by the + Collective. Each person who is a member of the Collective holds + collective ownership rights as provided in this Agreement. The + Membership Register will record persons who are formal LLC Members + for regulatory and tax purposes, but such registration does not + alter or diminish the Collective’s collective ownership rights. + +4. _Member Rights._ Each Member has the rights set out in the + Agreement, the Company's records, and applicable law. Membership + interests are not freely transferable. + +5. _Transfer of Membership Interests._ Membership and membership + interest is rescinded at the end of the Member's term in the + Office, upon abdication of the Office, upon recall from the Office, + and/or upon that Member's death or incapacitation. Membership and + membership interest passes to individuals elected to the Office + upon the official announcement of election results. + +## Article III. Tax Treatment + +The Company shall be taxed as a multi-member LLC unless the Collective +approves an alternate election. The Steering Committee will cause +timely tax filings and distribution of Schedule K-1s or equivalents. + +## Article IV. Indemnification; Liability + +1. _Indemnification._ The Company will indemnify Members and officers + to the fullest extent permitted by New Mexico law for actions taken + in good faith and within the scope of their authority. + +2. _Insurance._ The Company may purchase liability insurance and + directors/officers insurance as approved by the Collective. + +## Article V. Dissolution; Winding Up + +1. _Events._ The Company may be dissolved by the procedure described in + [Article IX](#article-ix-dissolution) of the Constitution, or other + events required by law. + +2. _Winding Up._ Upon dissolution, the former members of the Steering + Committee prior to dissolution (or a liquidator appointed by the + Collective) will wind up affairs, pay creditors, and distribute + remaining assets to Members pro rata or as otherwise agreed by the + Collective, after satisfying liabilities and obligations. + +## Article VI. Dispute Resolution + +1. _Internal Resolution._ Members will first attempt mediation within + the Collective to resolve disputes. + +2. _Binding Arbitration._ If unresolved within 60 days, disputes will + be resolved by binding arbitration under the rules of the American + Arbitration Association in New Mexico, unless Members unanimously + choose litigation. + +## Article VII. Miscellaneous + +1. _Governing Law._ This Agreement is governed by New Mexico law. + +2. _Severability._ Invalid provisions will not affect remaining provisions. + +3. _Notices._ Notices delivered to Members at addresses in the Membership Register are effective upon delivery. + +4. _Entire Agreement._ This Agreement, Articles of Organization, and any consented amendments constitute the entire agreement among the Members. + + [best-practices]: best_practices.md [business]: business.md [coc]: CODE_OF_CONDUCT.md