WIP: LLC & related updates #6
@ -6,3 +6,15 @@ to protect ourselves as an organization from external threats.
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This document is maintained by the Infrastructure Committee. Any
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This document is maintained by the Infrastructure Committee. Any
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change to this document should be announced to the collective body.
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change to this document should be announced to the collective body.
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## Infrastructure Login Credentials & Authentication Information.
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The login credentials and other operating information (security
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questions, recovery passphrases, etc) for
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[core infrastructure](core_infrastructure.md), social media accounts,
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and other systems associated with the Collective should be stored in
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the Collective password manager vault tracked in the
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[infrastructure](intrusive/infrastructure) repository.
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Such information should not be stored or recorded in any form or place
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other than the Collective password manager vault.
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106
constitution.md
106
constitution.md
@ -577,12 +577,116 @@ and spread our shared vision of a humane social order.
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amendment with the same text as a previously-rejected amendment
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amendment with the same text as a previously-rejected amendment
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may be submitted.
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may be submitted.
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# Appendix A - LLC Operating Agreement
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This document, including this Appendix, shall also serve as the
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Operating Agreement of Intrusive Thoughts LLC, a New Mexico limited
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liability company (the "Company"). This agreement is entered into
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effective as of December 25, 2025, by and among the Members as set
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forth in the Company's records.
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## Article I. LLC Formation
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1. _Name._ The Company's name is Intrusive Thoughts LLC, alternately
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doing business as the Intrusive Thoughts Creative Collective LC.
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2. _Registered Agent._ Registered agent and registered office: Whitman
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La Torra, 3229 Risner Street, Las Cruces, NM 88011.
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3. _Formation._ The Company was formed under the New Mexico Limited
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Liability Company Act by filing Articles of Organization with the
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New Mexico Secretary of State on December 19, 2025.
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## Article II. LLC Members & Membership Structure
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1. _Members._ Membership is limited to individuals elected to the
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Steering Committee (the "Office") by the Collective Body as
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described in [Article V](#article-v-elections) of the
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Constitution. The initial Members and their ownership interests
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will be recorded in the Company's Membership Register.
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2. _Collective Body._ "Collective" means the full membership body,
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including all individuals who participate in and are recognized by
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the Collective Body regardless of whether they are recorded on the
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Company's Membership Register.
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3. _Collective Ownership._ All capital contributions, property, and
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intellectual property of the Company are owned collectively by the
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Collective. Each person who is a member of the Collective holds
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collective ownership rights as provided in this Agreement. The
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Membership Register will record persons who are formal LLC Members
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for regulatory and tax purposes, but such registration does not
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alter or diminish the Collective's collective ownership rights.
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4. _Member Rights._ Each Member has the rights set out in the
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Agreement, the Company's records, and applicable law. Membership
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interests are not freely transferable.
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5. _Transfer of Membership Interests._ Membership and membership
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interest is rescinded at the end of the Member's term in the
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Office, upon abdication of the Office, upon recall from the Office,
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and/or upon that Member's death or incapacitation. Membership and
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membership interest passes to individuals elected to the Office
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upon the official announcement of election results.
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## Article III. Tax Treatment
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The Company shall be taxed as a multi-member LLC unless the Collective
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approves an alternate election. The Steering Committee will cause
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timely tax filings and distribution of Schedule K-1s or equivalents.
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## Article IV. Indemnification; Liability
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1. _Indemnification._ The Company will indemnify Members and officers
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to the fullest extent permitted by New Mexico law for actions taken
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in good faith and within the scope of their authority.
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2. _Insurance._ The Company may purchase liability insurance and
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directors/officers insurance as approved by the Collective.
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## Article V. Dissolution; Winding Up
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1. _Events._ The Company may be dissolved by the procedure described in
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[Article IX](#article-ix-dissolution) of the Constitution, or other
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events required by law.
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2. _Winding Up._ Upon dissolution, the former members of the Steering
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Committee prior to dissolution (or a liquidator appointed by the
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Collective) will wind up affairs, pay creditors, and distribute
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niamh marked this conversation as resolved
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remaining assets to Members pro rata or as otherwise agreed by the
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Collective, after satisfying liabilities and obligations.
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## Article VI. Dispute Resolution
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1. _Internal Resolution._ Members will first attempt mediation within
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the Collective to resolve disputes.
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2. _Binding Arbitration._ If unresolved within 60 days, disputes will
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be resolved by binding arbitration under the rules of the American
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Arbitration Association in New Mexico, unless Members unanimously
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choose litigation.
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## Article VII. Miscellaneous
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1. _Governing Law._ This Agreement is governed by New Mexico law.
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2. _Severability._ Invalid provisions will not affect remaining
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provisions.
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3. _Notices._ Notices delivered to Members at addresses in the
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Membership Register are effective upon delivery.
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4. _Entire Agreement._ This Agreement, Articles of Organization, and
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any consented amendments constitute the entire agreement among the
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Members.
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[best-practices]: best_practices.md
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[best-practices]: best_practices.md
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[business]: business.md
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[business]: business.md
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[coc]: CODE_OF_CONDUCT.md
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[coc]: CODE_OF_CONDUCT.md
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[core-infrastructure]: core_infrastructure.md
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[core-infrastructure]: core_infrastructure.md
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[creative]: creative.md
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[creative]: creative.md
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[doc-repo]: https://git.of.the.spectacle.lol/intrusive/docs
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[doc-repo]: https://git.intrusive.games/intrusive/docs
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[engineering]: engineering.md
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[engineering]: engineering.md
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[infrastructure]: infrastructure.md
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[infrastructure]: infrastructure.md
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[rcv]: https://en.wikipedia.org/wiki/Instant-runoff_voting
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[rcv]: https://en.wikipedia.org/wiki/Instant-runoff_voting
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@ -26,6 +26,16 @@ share must be maintained in order to facilitate Collective meetings.
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This is currently implemented with the same Discord server as our
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This is currently implemented with the same Discord server as our
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[chat](#chat).
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[chat](#chat).
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## Email
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The Collective must have a public contact email address for external
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inquiries & communications.
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This email is currently hosted by [Proton Mail](https://proton.me/).
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The public contact email address for the Collective is
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[contact@intrusive.games](mailto:contact@intrusive.games).
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## Git Host
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## Git Host
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A git host must be maintained as a host for Collective source code
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A git host must be maintained as a host for Collective source code
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@ -33,7 +43,7 @@ assets.
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This is currently implemented with a [gitea](https://about.gitea.com/)
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This is currently implemented with a [gitea](https://about.gitea.com/)
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instance hosted on a server at 23.239.29.92
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instance hosted on a server at 23.239.29.92
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([git.of.the.spectacle.lol][spectacle])
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([git.intrusive.games][git-server])
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## Document Repository
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## Document Repository
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@ -44,6 +54,6 @@ This is currently implemented with a repository on the aforementioned
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gitea instance, under [intrusive/docs][docs].
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gitea instance, under [intrusive/docs][docs].
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[docs]: https://git.of.the.spectacle.lol/intrusive/docs
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[docs]: https://git.intrusive.games/intrusive/docs
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[gitea]: https://about.gitea.com/
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[gitea]: https://about.gitea.com/
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[spectacle]: https://git.of.the.spectacle.lol/
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[git-server]: https://git.intrusive.games
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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