Renumber businesses (00-sns-holding + 01-07); add operating agreements

- Rename solutions/ -> 00-sns-holding (parent), shift subsidiaries to 01-07
- Rename scaffold files + headers, fix all cross-references
- Add expanded operating-agreement.md for Holdings LLC (00-sns-holding/docs)
- Add expanded operating-agreement.md for SNS Infrastructure LLC (subsidiary)
- Fix logo-desgin.png -> logo-design.png in infrastructure branding
- Move brand assets into per-business branding/ folders (drop root branding/)
This commit is contained in:
Samuel James 2026-07-17 11:01:50 -05:00
parent 6d76305c6d
commit 8fcbcc3f2a
50 changed files with 591 additions and 53 deletions

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@ -20,14 +20,15 @@ sns-network-solutions/
│ ├── sns-infrastructure.md + six division briefs
│ ├── legal-structure.md Indiana holding-company formation plan
│ └── investment-research.md Owner investment research (reference)
└── businesses/ Working area — numbered by importance; each is repo-ready
├── 00-infrastructure/ ACTIVE — hiring, comp, cash-flow, branding, todo
├── 01-secure/ Planned
├── 02-support/ Planned
├── 03-systems/ Planned
├── 04-cloud/ Planned
├── 05-web/ Planned
└── 06-software/ Planned
└── businesses/ Working area — holding company + subsidiaries; each is repo-ready
├── 00-sns-holding/ Parent holding company (owns the brand + all subsidiaries)
├── 01-infrastructure/ ACTIVE — hiring, comp, cash-flow, branding, todo
├── 02-secure/ Planned
├── 03-support/ Planned
├── 04-systems/ Planned
├── 05-cloud/ Planned
├── 06-web/ Planned
└── 07-software/ Planned
```
## How it's organized
@ -47,7 +48,7 @@ sns-network-solutions/
- New to the company → [`sns.md`](./sns.md) · parent brief [`divisions/sns-network-solutions.md`](./divisions/sns-network-solutions.md)
- Legal / entity plan → [`divisions/legal-structure.md`](./divisions/legal-structure.md)
- Division catalog → [`divisions/README.md`](./divisions/README.md)
- Active business → [`businesses/00-infrastructure/`](./businesses/00-infrastructure/)
- Active business → [`businesses/01-infrastructure/`](./businesses/01-infrastructure/)
- All businesses → [`businesses/README.md`](./businesses/README.md)
---

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# SNS Infrastructure
See [`00-infrastructure.md`](./00-infrastructure.md) for scaffold, research, and TODO.

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# SnS Network Solutions — Holding Company Scaffold / TODO
**Entity:** SnS Network Solutions Holdings LLC · **Role:** Parent holding company
**Accent:** Parent Cyan `#10C8D8` — see [`branding.html`](./branding.html)
**Formal brief:** [`../../divisions/sns-network-solutions.md`](../../divisions/sns-network-solutions.md)
**Formation plan:** [`../../divisions/legal-structure.md`](../../divisions/legal-structure.md)
## What the holding company is (and isn't)
- **Is:** the owner. It holds the SNS brand/IP and is the **sole member** of each
operating subsidiary LLC. This is what makes each division a subsidiary.
- **Isn't:** an operating business. It does **no client work**, has **no employees
doing billable work**, and carries **no operating liability**. Keeping it that
way (no commingling, no client contracts) is what keeps the liability shield intact.
- **Owns:** `01-infrastructure` (SNS Infrastructure LLC, active) and — as each
launches — `02-secure``07-software`.
## TODO → Form the Holding Company (do FIRST — see legal-structure.md Steps 13, 6)
- [ ] Confirm name availability on INBiz: **SnS Network Solutions Holdings LLC**
- [ ] File Articles of Organization on INBiz (~$95)
- [ ] Get the parent's EIN (IRS online, free)
- [ ] Parent operating agreement — you as the member/owner of Holdings
- [ ] Open the parent's business bank account (separate from every subsidiary)
- [ ] Decide registered agent (yourself at South Bend address = free)
- [ ] (Optional) Assumed business name if trading publicly as "SnS Network Solutions"
## TODO → Own the Subsidiaries
- [ ] For each subsidiary: record **Holdings LLC as sole member** in its operating agreement
- [ ] Keep parent and subsidiary funds strictly separate (no commingling)
- [ ] Hold the brand, domain, and core IP at the parent level
## Ongoing (per legal-structure.md)
- [ ] Business Entity Report every 2 years (~$32 online)
- [ ] Separate bookkeeping + tax prep for the parent (CPA)
## Brand Custodian Role
The parent owns the master brand every subsidiary inherits — navy base + Cyan accent,
the shared type system, and the endorsed sub-brand logo lockup. Master brand sheet:
[`branding.html`](./branding.html); full foundation: [`../../sns.md`](../../sns.md).

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# SnS Network Solutions — Parent / Holding Company
**Entity:** SnS Network Solutions Holdings LLC · **Accent:** Parent Cyan `#10C8D8`
The parent **holding company***not* an operating business. It owns the brand/IP
and 100% of every subsidiary LLC (`01-infrastructure` … `07-software`), signs no
client work, and carries no operating liability. That separation is what protects
each subsidiary from the others' liability.
This is its working folder (master brand assets + holding-company setup). It sits
**unnumbered** on purpose — it's the owner of the numbered operating subsidiaries,
not one of them.
- Setup checklist → [`00-sns-holding.md`](./00-sns-holding.md)
- Master brand sheet + logo prompt → [`branding.html`](./branding.html)
- Brand assets → [`branding/`](./branding/)
- Formal brief → [`../../divisions/sns-network-solutions.md`](../../divisions/sns-network-solutions.md)
- Formation plan → [`../../divisions/legal-structure.md`](../../divisions/legal-structure.md)

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<!DOCTYPE html>
<!-- SnS Network Solutions (parent / master brand) — color scheme + logo prompt. Foundation: ../../sns.md -->
<html lang="en">
<head>
<meta charset="UTF-8">
<meta name="viewport" content="width=device-width, initial-scale=1.0">
<title>SnS Network Solutions — Master Brand Sheet</title>
<style>
:root{--navy:#0A1628;--darkgray:#20252B;--white:#F6F7F9;--parent-cyan:#10C8D8;--accent:#10C8D8;/* Parent Cyan */}
*{box-sizing:border-box;margin:0;padding:0}
body{background:var(--navy);color:var(--white);font-family:"IBM Plex Sans",Inter,system-ui,Arial,sans-serif;line-height:1.5;padding:48px 24px}
.wrap{max-width:920px;margin:0 auto}
h1{font-family:Oxanium,Sora,Rajdhani,system-ui,sans-serif;font-weight:700;font-size:2.2rem;letter-spacing:.5px}
h1 .light{font-weight:300;color:var(--accent)}
.tag{color:var(--parent-cyan);font-size:1.05rem;margin:4px 0}
.accent-bar{height:6px;width:120px;background:var(--accent);border-radius:3px;margin:14px 0 32px}
h2{font-family:Oxanium,Sora,sans-serif;font-weight:600;font-size:1.15rem;margin:34px 0 14px;text-transform:uppercase;letter-spacing:1.5px}
.grid{display:grid;grid-template-columns:repeat(auto-fill,minmax(150px,1fr));gap:14px}
.sw{border-radius:10px;overflow:hidden;border:1px solid rgba(255,255,255,.1)}
.chip{height:88px}
.meta{padding:10px 12px;background:var(--darkgray);font-size:.82rem}
.meta b{display:block;font-size:.9rem;margin-bottom:2px}
.hex{font-family:"IBM Plex Mono",monospace;color:var(--parent-cyan)}
.signature{grid-column:1/-1}
.signature .chip{height:120px;display:flex;align-items:flex-end;padding:12px}
.signature .lbl{background:rgba(10,22,40,.55);color:#fff;padding:4px 10px;border-radius:6px;font-size:.8rem}
.type{background:var(--darkgray);border-radius:10px;padding:18px 20px}
.type p{margin:4px 0;font-size:.95rem}
.promptbox{position:relative;background:#0d1a30;border:1px solid rgba(16,200,216,.4);border-radius:10px;padding:20px;margin-top:12px}
pre{white-space:pre-wrap;font-family:"IBM Plex Mono",ui-monospace,monospace;font-size:.85rem;color:#dfe7f5}
button{position:absolute;top:12px;right:12px;background:var(--accent);color:#06232a;border:0;padding:8px 14px;border-radius:6px;font-size:.8rem;cursor:pointer;font-weight:700}
button:active{transform:translateY(1px)}
.note{color:#8f9bb0;font-size:.82rem;margin-top:10px}
</style>
</head>
<body>
<div class="wrap">
<h1>SnS <span class="light">Network Solutions</span></h1>
<div class="tag">Parent / master brand · every division inherits this identity</div>
<div class="accent-bar"></div>
<h2>Signature Accent (Parent)</h2>
<div class="grid">
<div class="sw signature"><div class="chip" style="background:#10C8D8"><span class="lbl">Parent Cyan &nbsp; <span class="hex" style="color:#06232a">#10C8D8</span></span></div></div>
</div>
<h2>Full Base Palette</h2>
<div class="grid">
<div class="sw"><div class="chip" style="background:#0A1628"></div><div class="meta"><b>Primary Navy</b><span class="hex">#0A1628</span></div></div>
<div class="sw"><div class="chip" style="background:#00A8C6"></div><div class="meta"><b>Secondary Blue</b><span class="hex">#00A8C6</span></div></div>
<div class="sw"><div class="chip" style="background:#4CE0D2"></div><div class="meta"><b>Accent Teal</b><span class="hex">#4CE0D2</span></div></div>
<div class="sw"><div class="chip" style="background:#20252B"></div><div class="meta"><b>Dark Gray</b><span class="hex">#20252B</span></div></div>
<div class="sw"><div class="chip" style="background:#F6F7F9"></div><div class="meta" style="color:#20252B;background:#F6F7F9"><b>White</b><span class="hex" style="color:#00A8C6">#F6F7F9</span></div></div>
</div>
<h2>Per-Division Accents (inherited navy base + one signature hue)</h2>
<div class="grid">
<div class="sw"><div class="chip" style="background:#1E6FFF"></div><div class="meta"><b>Infrastructure</b><span class="hex">Signal Blue #1E6FFF</span></div></div>
<div class="sw"><div class="chip" style="background:#F5A623"></div><div class="meta"><b>Secure</b><span class="hex">Amber #F5A623</span></div></div>
<div class="sw"><div class="chip" style="background:#F97316"></div><div class="meta"><b>Support</b><span class="hex">Orange #F97316</span></div></div>
<div class="sw"><div class="chip" style="background:#10B981"></div><div class="meta"><b>Systems</b><span class="hex">Emerald #10B981</span></div></div>
<div class="sw"><div class="chip" style="background:#38BDF8"></div><div class="meta"><b>Cloud</b><span class="hex">Sky #38BDF8</span></div></div>
<div class="sw"><div class="chip" style="background:#EC4899"></div><div class="meta"><b>Web</b><span class="hex">Magenta #EC4899</span></div></div>
<div class="sw"><div class="chip" style="background:#7C5CFC"></div><div class="meta"><b>Software</b><span class="hex">Violet #7C5CFC</span></div></div>
</div>
<h2>Typography</h2>
<div class="type">
<p><b>Display:</b> Oxanium / Sora / Rajdhani — geometric, "SNS" heavier.</p>
<p><b>Body:</b> IBM Plex Sans / Inter — clean, highly legible.</p>
<p><b>Rule:</b> flat, no gradients, works in 1-color, black &amp; white, embroidery, laser, vinyl.</p>
</div>
<h2>ChatGPT Logo Prompt (Master Brand)</h2>
<div class="promptbox">
<button onclick="navigator.clipboard.writeText(document.getElementById('p').innerText)">Copy</button>
<pre id="p">Design a minimal, geometric master logo for "SnS Network Solutions" (SNS), a professional technology-infrastructure engineering company and the parent brand of a family of divisions. Flat vector style, no gradients, no 3D, no shadows — clean, precise, architectural and timeless, like the mark of a serious engineering firm rather than consumer tech.
Symbol: an abstract, engineered geometric monogram of the letters "SNS" — precise structural segments or connected nodes forming a stable, modular mark that reads as the foundation the whole company is built on. It must work icon-only and be recognizable without text, since every division will inherit it and add its own accent color.
Color: deep navy #0A1628 as the primary, a single cyan accent #10C8D8, and white #F6F7F9. Two colors maximum. Must also read cleanly in solid one-color and in pure black-and-white.
Typography: pair the icon with a clean geometric sans-serif wordmark "SnS Network Solutions" (in the style of Oxanium / Sora / IBM Plex Sans) — "SnS" heavier, "Network Solutions" lighter.
Layout: horizontal lockup, icon left and wordmark right, on a plain flat background. High contrast, generous negative space, centered, logo-sheet presentation.
Avoid: globes, ethernet cables, RJ45 connectors, wifi arcs, lightning bolts, shields, padlocks, computer monitors, clip art, gradients, drop shadows, mascots, and generic IT imagery.</pre>
</div>
<p class="note">This is the master mark. Each division reuses it and swaps only the accent color (see the per-division swatches above and each business's <code>branding.html</code>). Full brand foundation: <code>../../sns.md</code>.</p>
</div>
</body>
</html>

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# Operating Agreement for SnS Network Solutions Holdings LLC
> **Draft / template — not legal advice.** This document is a working draft for a
> single-member Indiana LLC. Have an Indiana-licensed attorney review and finalize it
> before you sign or rely on it. Items in `[brackets]` need your specific information;
> items marked `[TODO — attorney review]` should be confirmed with counsel.
**Entity:** SnS Network Solutions Holdings LLC (the "Company")
**State of formation:** Indiana
**Effective date:** `[Effective Date — the date this Agreement is adopted]`
---
## 1. Formation and Purpose
This Operating Agreement (the "Agreement") is entered into by the undersigned sole
Member, **Samuel S. James** (the "Member"), to govern the operations of **SnS Network
Solutions Holdings LLC**, a limited liability company organized under the Indiana
Business Flexibility Act (Indiana Code § 23-18).
The Company is formed to act as a **holding company**. Its primary purpose is to own,
manage, and oversee its subsidiary entities and other business interests. The Company
does not itself engage in operating or client-facing business, and it holds no
operating liability of its own.
## 2. Registered Office and Registered Agent
- **Principal office:** `[Principal business address — e.g., South Bend, IN]`
- **Registered agent:** `[Registered agent name — the Member may serve as agent]`
- **Registered office address:** `[Indiana street address of the registered agent]`
The Member may change the principal office or registered agent at any time, consistent
with Indiana filing requirements.
## 3. Member and Ownership
The sole Member of the Company is **Samuel S. James**, who holds **100%** of the
membership interest. As the only member, the Member is entitled to all allocations,
distributions, and voting rights of the Company.
## 4. Management
The Company shall be **Member-managed**. The Member has full and exclusive authority to
make all decisions regarding the Company's business, including, without limitation:
- Forming, acquiring, financing, and managing subsidiary entities;
- Opening and controlling bank and financial accounts;
- Entering into contracts and holding the Company's brand, intellectual property, and
other assets;
- Admitting new members (which would require amending this Agreement — see §12).
## 5. Subsidiary Management
The Company is authorized to form, acquire, and hold interests in subsidiary limited
liability companies and other entities. The Company shall act as the **sole member**
(or controlling owner) of such subsidiaries so that the parentsubsidiary relationship
is clearly maintained.
To preserve limited-liability protection for the Company, the Member, and each
subsidiary, the Member shall:
- Keep the Company's assets, accounts, and records **separate** from those of every
subsidiary and from the Member's personal affairs (no commingling of funds);
- Document ownership of each subsidiary (the Company as sole member) in that
subsidiary's own operating agreement;
- Observe ordinary formalities for the Company and each subsidiary.
## 6. Capital Contributions and Distributions
- **Capital contributions:** The Member may contribute capital to the Company as
needed. Contributions are recorded in the Company's books.
- **Distributions:** Distributions of available cash or profits are made to the Member
at the times and in the amounts the Member determines, subject to the Company's
financial obligations and applicable law (the Company may not make a distribution
that would render it unable to pay its debts as they come due).
## 7. Bank Accounts, Books, and Records
- The Company shall maintain **its own bank account(s)**, separate from the Member's
personal accounts and from every subsidiary's accounts.
- The Company shall keep accurate books and records of its finances, ownership
interests in subsidiaries, and material decisions.
- Records shall be maintained at the principal office and retained as required by
Indiana law.
## 8. Tax Treatment
As a single-member LLC, the Company is by default treated as a **disregarded entity**
for U.S. federal income tax purposes; its income and expenses are reported on the
Member's individual return. The Member may elect a different classification (for
example, S-corporation treatment) by filing the appropriate IRS election.
`[TODO — confirm tax treatment and any elections with a CPA/attorney.]`
- **EIN:** `[Company EIN — obtain from the IRS]`
- **Fiscal year:** `[Fiscal year — typically the calendar year]`
## 9. Liability and Indemnification
To the fullest extent permitted by Indiana law:
- The Member shall **not be personally liable** for the debts, obligations, or
liabilities of the Company solely by reason of being a member; and
- The Company shall **indemnify and hold harmless** the Member (and any authorized
manager or agent) against claims, losses, and expenses arising from the good-faith
management of the Company, except for acts of fraud, willful misconduct, or bad faith.
## 10. Succession on Death or Incapacity
If the Member dies or becomes incapacitated, the Member's membership interest shall pass
to the Member's successor(s) in interest as determined by the Member's estate plan, will,
or applicable Indiana law, and such successor(s) shall be admitted as member(s) with the
same rights the Member held. The Company shall **not dissolve** solely because of the
Member's death or incapacity, and shall continue under the successor(s).
`[TODO — coordinate this section with your will / estate plan and confirm with an attorney.]`
## 11. Transfer of Membership Interest
The Member may assign, pledge, or transfer all or part of the membership interest at the
Member's discretion. Any transferee that is to hold voting/management rights (rather than
purely economic rights) is admitted as a member only upon amendment of this Agreement
under §12.
## 12. Amendments
This Agreement may be amended only by a **written instrument signed by the Member** (and
by all members if additional members are later admitted). Amendments are effective on the
date stated in the amendment.
## 13. Dissolution
The Company shall continue in perpetuity unless dissolved by:
- The written election of the Member; or
- Operation of Indiana law.
Upon dissolution, the Company's assets shall be applied first to creditors (including the
Member, if owed), then distributed to the Member, after which Articles of Dissolution
shall be filed with the Indiana Secretary of State.
## 14. Governing Law and Severability
This Agreement is governed by and construed in accordance with the laws of the **State of
Indiana**. If any provision is held invalid or unenforceable, the remaining provisions
remain in full force and effect.
## 15. Definitions
- **"Company"** — SnS Network Solutions Holdings LLC.
- **"Member"** — Samuel S. James, and any successor or additional member admitted under
this Agreement.
- **"Membership Interest"** — the Member's ownership, economic, and (unless limited)
management rights in the Company.
- **"Subsidiary"** — any entity in which the Company holds a controlling or sole-member
interest.
---
## Execution
The undersigned, being the sole Member of SnS Network Solutions Holdings LLC, adopts and
agrees to this Operating Agreement as of the Effective Date first written above.
**SOLE MEMBER**
Signature: ______________________________________
Printed name: **Samuel S. James**
Date: ______________________________________
<br>
*Prepared as a working draft. Review with an Indiana-licensed attorney before signing.*

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# 00 · SNS Infrastructure — Scaffold / Research / TODO
# 01 · SNS Infrastructure — Scaffold / Research / TODO
**Status:** Business #1**ACTIVE** · **Tagline:** *The Physical Foundation*
**Entity:** SNS Infrastructure LLC (operating subsidiary of SnS Network Solutions Holdings LLC)

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# SNS Infrastructure
See [`01-infrastructure.md`](./01-infrastructure.md) for scaffold, research, and TODO.

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Recreation description
Create a premium industrial 3D logo presentation for SNS Infrastructure.
The logo uses a geometric, modular emblem formed from interlocking angular segments that create an abstract S-shaped structural mark. The emblem should suggest connected infrastructure, engineered pathways, network architecture, and physical construction without using literal cables, Wi-Fi symbols, globes, or connectors.
Place the emblem on the left, followed by a thin vertical signal-blue divider. On the right, display the word SNS in a bold, wide, angular geometric sans-serif typeface. Place Infrastructure beneath it in a thinner, modern technical sans-serif with generous letter spacing.
Use deep navy and charcoal metallic surfaces for the emblem, with controlled signal-blue accents on selected structural planes. Render “SNS” in brushed silver or light metallic gray and “Infrastructure” in a darker silver-gray finish.
Mount the logo as raised dimensional lettering on a rough, dark charcoal architectural wall with a subtle concrete or slate texture. Use shallow extrusion, crisp beveled edges, restrained directional lighting from the upper left, and realistic soft shadows beneath the raised pieces.
The overall composition should feel precise, masculine, architectural, engineered, and premium. Avoid glossy consumer-tech styling, excessive reflections, neon glow, dramatic lens effects, gradients in the underlying logo artwork, and overly deep extrusion.
Visual characteristics
Symbol
Hexagonal or vertically structured outer footprint
Interlocking angular segments
Abstract double-S or structural pathway appearance
Consistent geometric angles
Strong negative space
Small signal-blue structural accents
Recognizable at small sizes
Wordmark
SNS
Bold
Wide
Angular
Heavy geometric construction
Slightly extended proportions
Infrastructure
Thin or regular weight
Clean geometric sans-serif
Wider tracking
Approximately the same overall width as “SNS”
Positioned directly beneath it
Color system
Deep Navy: #0A1628
Signal Blue: #1E6FFF
Soft White: #F6F7F9
Charcoal: #20252B
Metallic Silver: visual mockup treatment only

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# Operating Agreement for SNS Infrastructure LLC
> **Draft / template — not legal advice.** This is a working draft for a single-member
> Indiana LLC that is a **subsidiary** of SnS Network Solutions Holdings LLC. Have an
> Indiana-licensed attorney review and finalize it before signing. Items in `[brackets]`
> need your specific information; items marked `[TODO — attorney review]` should be
> confirmed with counsel.
**Entity:** SNS Infrastructure LLC (the "Company")
**Parent / sole member:** SnS Network Solutions Holdings LLC (the "Parent Company")
**State of formation:** Indiana
**Effective date:** `[Effective Date — the date this Agreement is adopted]`
---
## 1. Formation and Purpose
This Operating Agreement (the "Agreement") is entered into by the sole Member, **SnS
Network Solutions Holdings LLC** (the "Parent Company"), to govern the operations of
**SNS Infrastructure LLC**, a limited liability company organized under the Indiana
Business Flexibility Act (Indiana Code § 23-18).
The Company is an **operating subsidiary** formed to provide low-voltage structured
cabling, networking, wireless, and related IT-infrastructure services to clients.
Unlike the Parent Company, the Company **does** conduct client-facing work and therefore
carries the operating liability associated with that work — which is precisely why it is
held in a separate LLC, so that liability is walled off from the Parent Company and from
the other subsidiaries.
## 2. Registered Office and Registered Agent
- **Principal office:** `[Principal business address — e.g., South Bend, IN]`
- **Registered agent:** `[Registered agent name]`
- **Registered office address:** `[Indiana street address of the registered agent]`
## 3. Member and Ownership
The sole Member of the Company is **SnS Network Solutions Holdings LLC**, which holds
**100%** of the membership interest. This sole-member ownership by the Parent Company is
what makes the Company a subsidiary within the holding-company structure.
## 4. Management
The Company shall be **Member-managed** by the Parent Company. The Parent Company acts
through its authorized representative, **Samuel S. James** (its sole member/manager), who
has authority to make all decisions regarding the Company's business, including:
- Entering into client contracts and performing infrastructure services;
- Hiring and directing employees and subcontractors;
- Opening and controlling the Company's bank and financial accounts;
- Procuring insurance and equipment for the Company's operations.
## 5. Separateness (Preserving the Liability Shield)
Because this is the operating entity that carries client-facing risk, the following
separateness practices are essential to protect the Parent Company and the other
subsidiaries:
- Keep the Company's funds, accounts, and records **strictly separate** from the Parent
Company's and from any sibling subsidiary (no commingling);
- Contract with clients, vendors, and subcontractors **in the Company's own name** (SNS
Infrastructure LLC), not the Parent's name;
- Maintain the Company's **own insurance** appropriate to low-voltage/on-site work
(general liability and workers' compensation) — `[TODO — bind coverage before field work]`;
- Observe ordinary business formalities and adequate capitalization.
## 6. Capital Contributions and Distributions
- **Capital contributions:** The Parent Company may contribute capital to the Company as
needed; contributions are recorded in the Company's books.
- **Distributions:** Distributions of available profits are made **to the Parent
Company** at the times and amounts it determines, subject to the Company's financial
obligations and applicable law. The Company may not make a distribution that would
render it unable to pay its debts as they come due.
## 7. Bank Accounts, Books, and Records
- The Company shall maintain **its own bank account(s)**, separate from the Parent
Company's and from every sibling subsidiary's accounts.
- The Company shall keep accurate books and records of its finances, contracts, and
material decisions, retained at the principal office as required by Indiana law.
## 8. Tax Treatment
The Company is a single-member LLC wholly owned by the Parent Company. By default it is
treated as a **disregarded entity** for U.S. federal income tax purposes; its income and
expenses flow up to its sole member (the Parent Company), which is itself a disregarded
entity flowing to its individual member. `[TODO — confirm tax treatment and any elections
with a CPA/attorney.]`
- **EIN:** `[Company EIN — obtain from the IRS]`
- **Fiscal year:** `[Fiscal year — typically the calendar year]`
## 9. Liability and Indemnification
To the fullest extent permitted by Indiana law:
- The Parent Company, as member, shall **not be liable** for the debts, obligations, or
liabilities of the Company solely by reason of being its member; and
- The Company shall **indemnify and hold harmless** the Parent Company (and any
authorized manager, representative, or agent) against claims, losses, and expenses
arising from the good-faith management of the Company, except for acts of fraud,
willful misconduct, or bad faith.
## 10. Continuity and Transfer of Membership Interest
- **Continuity:** The Company shall **not dissolve** solely because of a change affecting
the Parent Company's internal ownership; the membership interest remains held by the
Parent Company (or its successor) as provided in the Parent Company's operating
agreement and estate plan.
- **Transfer:** The Parent Company may assign or transfer the membership interest at its
discretion. Admission of any new member with management rights requires amendment of
this Agreement under §11.
## 11. Amendments
This Agreement may be amended only by a **written instrument signed by the Member** (the
Parent Company, acting through its authorized representative). Amendments are effective on
the date stated in the amendment.
## 12. Dissolution
The Company shall continue in perpetuity unless dissolved by the written election of the
Parent Company or by operation of Indiana law. Upon dissolution, the Company's assets
shall be applied first to creditors, then to the Parent Company, after which Articles of
Dissolution shall be filed with the Indiana Secretary of State.
## 13. Governing Law and Severability
This Agreement is governed by and construed in accordance with the laws of the **State of
Indiana**. If any provision is held invalid or unenforceable, the remaining provisions
remain in full force and effect.
## 14. Definitions
- **"Company"** — SNS Infrastructure LLC.
- **"Parent Company" / "Member"** — SnS Network Solutions Holdings LLC, and any successor.
- **"Membership Interest"** — the Parent Company's ownership, economic, and management
rights in the Company.
---
## Execution
The Parent Company, being the sole Member of SNS Infrastructure LLC, adopts and agrees to
this Operating Agreement as of the Effective Date first written above.
**SOLE MEMBER — SnS Network Solutions Holdings LLC**
By: ______________________________________
Name: **Samuel S. James**
Title: Authorized Representative / Sole Member of the Parent Company
Date: ______________________________________
<br>
*Prepared as a working draft. Review with an Indiana-licensed attorney before signing.*

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# SNS Secure
See [`01-secure.md`](./01-secure.md) for scaffold, research, and TODO.

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# 01 · SNS Secure — Scaffold / Research / TODO
# 02 · SNS Secure — Scaffold / Research / TODO
**Status:** Planned · natural **Business #2** front-runner · **Tagline:** *Protected by Design*
**Entity:** SNS Secure LLC (operating subsidiary of SnS Network Solutions Holdings LLC)

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# SNS Secure
See [`02-secure.md`](./02-secure.md) for scaffold, research, and TODO.

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# SNS Support
See [`02-support.md`](./02-support.md) for scaffold, research, and TODO.

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# 02 · SNS Support — Scaffold / Research / TODO
# 03 · SNS Support — Scaffold / Research / TODO
**Status:** Planned · natural **Business #2/#3** candidate · **Tagline:** *Always On*
**Entity:** SNS Support LLC (operating subsidiary of SnS Network Solutions Holdings LLC)

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# SNS Support
See [`03-support.md`](./03-support.md) for scaffold, research, and TODO.

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# SNS Systems
See [`03-systems.md`](./03-systems.md) for scaffold, research, and TODO.

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# SNS Cloud
See [`04-cloud.md`](./04-cloud.md) for scaffold, research, and TODO.

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# 03 · SNS Systems — Scaffold / Research / TODO
# 04 · SNS Systems — Scaffold / Research / TODO
**Status:** Planned · **Tagline:** *Systems That Endure*
**Entity:** SNS Systems LLC (operating subsidiary of SnS Network Solutions Holdings LLC)

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# SNS Systems
See [`04-systems.md`](./04-systems.md) for scaffold, research, and TODO.

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# 04 · SNS Cloud — Scaffold / Research / TODO
# 05 · SNS Cloud — Scaffold / Research / TODO
**Status:** Planned · **Tagline:** *Infrastructure Without Limits*
**Entity:** SNS Cloud LLC (operating subsidiary of SnS Network Solutions Holdings LLC)

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# SNS Cloud
See [`05-cloud.md`](./05-cloud.md) for scaffold, research, and TODO.

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# SNS Web
See [`05-web.md`](./05-web.md) for scaffold, research, and TODO.

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# SNS Software
See [`06-software.md`](./06-software.md) for scaffold, research, and TODO.

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# 05 · SNS Web — Scaffold / Research / TODO
# 06 · SNS Web — Scaffold / Research / TODO
**Status:** Planned · **Tagline:** *Your Presence, Engineered*
**Entity:** SNS Web LLC (operating subsidiary of SnS Network Solutions Holdings LLC)

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# SNS Web
See [`06-web.md`](./06-web.md) for scaffold, research, and TODO.

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# 06 · SNS Software — Scaffold / Research / TODO
# 07 · SNS Software — Scaffold / Research / TODO
**Status:** Planned · **Tagline:** *Software Engineered to Fit*
**Entity:** SNS Software LLC (operating subsidiary of SnS Network Solutions Holdings LLC)

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# SNS Software
See [`07-software.md`](./07-software.md) for scaffold, research, and TODO.

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# Businesses
Numbered directories, **ordered by importance**. Each is a self-contained unit that
can lift out into its own repo (with its own `legal/` folder) when it launches.
`divisions/` holds the formal one-page briefs; the working scaffold, research, todo,
branding, and (later) milestones live here.
The **parent holding company** plus its **operating subsidiaries**. `divisions/`
holds the formal one-page briefs; the working scaffold, research, todo, branding,
and (later) milestones live here. Each subsidiary is a self-contained unit that can
lift out into its own repo (with its own `legal/` folder) when it launches.
## Parent (holding company — not an operating business)
| Folder | Entity | Accent | Role |
|--------|--------|--------|------|
| [`00-sns-holding/`](./00-sns-holding/) | SnS Network Solutions Holdings LLC | Parent Cyan `#10C8D8` | Owns the brand + 100% of every subsidiary; no client work, no operating liability |
## Operating subsidiaries (numbered by importance)
| # | Business | Tagline | Accent | Status |
|---|----------|---------|--------|--------|
| [00](./00-infrastructure/) | SNS Infrastructure | The Physical Foundation | Signal Blue `#1E6FFF` | **Active** |
| [01](./01-secure/) | SNS Secure | Protected by Design | Amber `#F5A623` | Planned |
| [02](./02-support/) | SNS Support | Always On | Orange `#F97316` | Planned |
| [03](./03-systems/) | SNS Systems | Systems That Endure | Emerald `#10B981` | Planned |
| [04](./04-cloud/) | SNS Cloud | Infrastructure Without Limits | Sky `#38BDF8` | Planned |
| [05](./05-web/) | SNS Web | Your Presence, Engineered | Magenta `#EC4899` | Planned |
| [06](./06-software/) | SNS Software | Software Engineered to Fit | Violet `#7C5CFC` | Planned |
| [01](./01-infrastructure/) | SNS Infrastructure | The Physical Foundation | Signal Blue `#1E6FFF` | **Active** |
| [02](./02-secure/) | SNS Secure | Protected by Design | Amber `#F5A623` | Planned |
| [03](./03-support/) | SNS Support | Always On | Orange `#F97316` | Planned |
| [04](./04-systems/) | SNS Systems | Systems That Endure | Emerald `#10B981` | Planned |
| [05](./05-cloud/) | SNS Cloud | Infrastructure Without Limits | Sky `#38BDF8` | Planned |
| [06](./06-web/) | SNS Web | Your Presence, Engineered | Magenta `#EC4899` | Planned |
| [07](./07-software/) | SNS Software | Software Engineered to Fit | Violet `#7C5CFC` | Planned |
Each folder contains: a `NN-name.md` scaffold/research/todo doc, a `branding.html`
color sheet + logo prompt, and a `README.md`. Milestones get added once the plan is set.
Each folder contains: a scaffold/todo doc, a `branding.html` color sheet + logo
prompt, a `branding/` assets folder, and a `README.md`. Milestones get added once
the plan is set.

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> and milestones live under [`../businesses/`](../businesses/).
> **Status:** **SNS Infrastructure is Business #1 and now lives in its own folder:
> [`../businesses/00-infrastructure/`](../businesses/00-infrastructure/).** The owner
> [`../businesses/01-infrastructure/`](../businesses/01-infrastructure/).** The owner
> will stand it up and get it running self-sufficiently — intentionally kept
> right-sized, not scaled aggressively — before starting Business #2.

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**Launch order (owner's choice — one business at a time):**
1. **SNS Infrastructure — Business #1 (ACTIVE).** Networking/cabling/wireless; see
[`businesses/00-infrastructure/`](../businesses/00-infrastructure/).
[`businesses/01-infrastructure/`](../businesses/01-infrastructure/).
2. **Business #2+ — TBD.** Chosen once Business #1 stands on its own.
**Liability tiers (how urgently each needs its own LLC once launched — a separate

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- Needs general liability + likely low-voltage licensing (state-dependent).
- **Entity:** operating subsidiary **SNS Infrastructure LLC** under SnS Network
Solutions Holdings LLC. **This is Business #1 (active)** — the owner's chosen
first business; see [`sns-infrastructure-hiring.md`](../businesses/00-infrastructure/sns-infrastructure-hiring.md).
first business; see [`sns-infrastructure-hiring.md`](../businesses/01-infrastructure/sns-infrastructure-hiring.md).
**Liability tier: High** (physical/on-site work) — carries its own GL + workers' comp.