diff --git a/best_practices.md b/best_practices.md index 5b2385a..82b58c2 100644 --- a/best_practices.md +++ b/best_practices.md @@ -6,3 +6,15 @@ to protect ourselves as an organization from external threats. This document is maintained by the Infrastructure Committee. Any change to this document should be announced to the collective body. + +## Infrastructure Login Credentials & Authentication Information. + +The login credentials and other operating information (security +questions, recovery passphrases, etc) for +[core infrastructure](core_infrastructure.md), social media accounts, +and other systems associated with the Collective should be stored in +the Collective password manager vault tracked in the +[infrastructure](intrusive/infrastructure) repository. + +Such information should not be stored or recorded in any form or place +other than the Collective password manager vault. diff --git a/constitution.md b/constitution.md index a3cbb87..b8fb38f 100644 --- a/constitution.md +++ b/constitution.md @@ -577,12 +577,116 @@ 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 [core-infrastructure]: core_infrastructure.md [creative]: creative.md -[doc-repo]: https://git.of.the.spectacle.lol/intrusive/docs +[doc-repo]: https://git.intrusive.games/intrusive/docs [engineering]: engineering.md [infrastructure]: infrastructure.md [rcv]: https://en.wikipedia.org/wiki/Instant-runoff_voting diff --git a/core_infrastructure.md b/core_infrastructure.md index c5816d8..d40b011 100644 --- a/core_infrastructure.md +++ b/core_infrastructure.md @@ -26,6 +26,16 @@ share must be maintained in order to facilitate Collective meetings. This is currently implemented with the same Discord server as our [chat](#chat). +## Email + +The Collective must have a public contact email address for external +inquiries & communications. + +This email is currently hosted by [Proton Mail](https://proton.me/). + +The public contact email address for the Collective is +[contact@intrusive.games](mailto:contact@intrusive.games). + ## Git Host A git host must be maintained as a host for Collective source code @@ -33,7 +43,7 @@ assets. This is currently implemented with a [gitea](https://about.gitea.com/) instance hosted on a server at 23.239.29.92 -([git.of.the.spectacle.lol][spectacle]) +([git.intrusive.games][git-server]) ## Document Repository @@ -44,6 +54,6 @@ This is currently implemented with a repository on the aforementioned gitea instance, under [intrusive/docs][docs]. -[docs]: https://git.of.the.spectacle.lol/intrusive/docs +[docs]: https://git.intrusive.games/intrusive/docs [gitea]: https://about.gitea.com/ -[spectacle]: https://git.of.the.spectacle.lol/ +[git-server]: https://git.intrusive.games