WIP: LLC & related updates #6
@ -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.
|
||||
|
||||
106
constitution.md
106
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
|
||||
|
niamh marked this conversation as resolved
|
||||
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
|
||||
|
||||
@ -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
|
||||
|
||||
Loading…
x
Reference in New Issue
Block a user
Shouldn't this say wind down affairs?
I agree tbqh, but this is apparently the accepted terminology in contract law