Added LLC-specific appendix to Constitution.
This commit is contained in:
parent
87aeee9c56
commit
af82d5777b
100
constitution.md
100
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
|
amendment with the same text as a previously-rejected amendment
|
||||||
may be submitted.
|
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
|
[best-practices]: best_practices.md
|
||||||
[business]: business.md
|
[business]: business.md
|
||||||
[coc]: CODE_OF_CONDUCT.md
|
[coc]: CODE_OF_CONDUCT.md
|
||||||
|
|||||||
Loading…
x
Reference in New Issue
Block a user