diff --git a/README.md b/README.md index 58bef28..e0ae436 100644 --- a/README.md +++ b/README.md @@ -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) --- diff --git a/branding/sns-infra-brandcard.png b/branding/sns-infra-brandcard.png deleted file mode 100644 index 82b44f9..0000000 Binary files a/branding/sns-infra-brandcard.png and /dev/null differ diff --git a/businesses/00-infrastructure/README.md b/businesses/00-infrastructure/README.md deleted file mode 100644 index aabead1..0000000 --- a/businesses/00-infrastructure/README.md +++ /dev/null @@ -1,3 +0,0 @@ -# SNS Infrastructure - -See [`00-infrastructure.md`](./00-infrastructure.md) for scaffold, research, and TODO. diff --git a/businesses/00-sns-holding/00-sns-holding.md b/businesses/00-sns-holding/00-sns-holding.md new file mode 100644 index 0000000..aab2ad2 --- /dev/null +++ b/businesses/00-sns-holding/00-sns-holding.md @@ -0,0 +1,38 @@ +# 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 1–3, 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). diff --git a/businesses/00-sns-holding/README.md b/businesses/00-sns-holding/README.md new file mode 100644 index 0000000..118fcd2 --- /dev/null +++ b/businesses/00-sns-holding/README.md @@ -0,0 +1,18 @@ +# 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) diff --git a/businesses/00-sns-holding/branding.html b/businesses/00-sns-holding/branding.html new file mode 100644 index 0000000..941b666 --- /dev/null +++ b/businesses/00-sns-holding/branding.html @@ -0,0 +1,92 @@ + + + + + + +SnS Network Solutions — Master Brand Sheet + + + +
+

SnS Network Solutions

+
Parent / master brand · every division inherits this identity
+
+ +

Signature Accent (Parent)

+
+
Parent Cyan   #10C8D8
+
+ +

Full Base Palette

+
+
Primary Navy#0A1628
+
Secondary Blue#00A8C6
+
Accent Teal#4CE0D2
+
Dark Gray#20252B
+
White#F6F7F9
+
+ +

Per-Division Accents (inherited navy base + one signature hue)

+
+
InfrastructureSignal Blue #1E6FFF
+
SecureAmber #F5A623
+
SupportOrange #F97316
+
SystemsEmerald #10B981
+
CloudSky #38BDF8
+
WebMagenta #EC4899
+
SoftwareViolet #7C5CFC
+
+ +

Typography

+
+

Display: Oxanium / Sora / Rajdhani — geometric, "SNS" heavier.

+

Body: IBM Plex Sans / Inter — clean, highly legible.

+

Rule: flat, no gradients, works in 1-color, black & white, embroidery, laser, vinyl.

+
+ +

ChatGPT Logo Prompt (Master Brand)

+
+ + 
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.
+
+

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 branding.html). Full brand foundation: ../../sns.md.

+
+ + diff --git a/branding/logo-collage.png b/businesses/00-sns-holding/branding/logo-collage.png similarity index 100% rename from branding/logo-collage.png rename to businesses/00-sns-holding/branding/logo-collage.png diff --git a/businesses/00-sns-holding/docs/operating-agreement.md b/businesses/00-sns-holding/docs/operating-agreement.md new file mode 100644 index 0000000..cba1308 --- /dev/null +++ b/businesses/00-sns-holding/docs/operating-agreement.md @@ -0,0 +1,173 @@ +# 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 parent–subsidiary 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: ______________________________________ + +
+ +*Prepared as a working draft. Review with an Indiana-licensed attorney before signing.* diff --git a/businesses/00-infrastructure/00-infrastructure.md b/businesses/01-infrastructure/01-infrastructure.md similarity index 97% rename from businesses/00-infrastructure/00-infrastructure.md rename to businesses/01-infrastructure/01-infrastructure.md index 4207769..8003928 100644 --- a/businesses/00-infrastructure/00-infrastructure.md +++ b/businesses/01-infrastructure/01-infrastructure.md @@ -1,4 +1,4 @@ -# 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) diff --git a/businesses/01-infrastructure/README.md b/businesses/01-infrastructure/README.md new file mode 100644 index 0000000..1ba114c --- /dev/null +++ b/businesses/01-infrastructure/README.md @@ -0,0 +1,3 @@ +# SNS Infrastructure + +See [`01-infrastructure.md`](./01-infrastructure.md) for scaffold, research, and TODO. diff --git a/businesses/00-infrastructure/branding-prompt.md b/businesses/01-infrastructure/branding-prompt.md similarity index 100% rename from businesses/00-infrastructure/branding-prompt.md rename to businesses/01-infrastructure/branding-prompt.md diff --git a/businesses/00-infrastructure/branding.html b/businesses/01-infrastructure/branding.html similarity index 100% rename from businesses/00-infrastructure/branding.html rename to businesses/01-infrastructure/branding.html diff --git a/businesses/01-infrastructure/branding/logo-design.md b/businesses/01-infrastructure/branding/logo-design.md new file mode 100644 index 0000000..7ef524e --- /dev/null +++ b/businesses/01-infrastructure/branding/logo-design.md @@ -0,0 +1,47 @@ + +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 \ No newline at end of file diff --git a/businesses/01-infrastructure/branding/logo-design.png b/businesses/01-infrastructure/branding/logo-design.png new file mode 100644 index 0000000..142be4d Binary files /dev/null and b/businesses/01-infrastructure/branding/logo-design.png differ diff --git a/businesses/01-infrastructure/branding/sns-infra-brandcard.png b/businesses/01-infrastructure/branding/sns-infra-brandcard.png new file mode 100644 index 0000000..36c890c Binary files /dev/null and b/businesses/01-infrastructure/branding/sns-infra-brandcard.png differ diff --git a/businesses/00-infrastructure/cash-flow-model.csv b/businesses/01-infrastructure/cash-flow-model.csv similarity index 100% rename from businesses/00-infrastructure/cash-flow-model.csv rename to businesses/01-infrastructure/cash-flow-model.csv diff --git a/businesses/00-infrastructure/cash-flow-model.md b/businesses/01-infrastructure/cash-flow-model.md similarity index 100% rename from businesses/00-infrastructure/cash-flow-model.md rename to businesses/01-infrastructure/cash-flow-model.md diff --git a/businesses/01-infrastructure/docs/operating-agreement.md b/businesses/01-infrastructure/docs/operating-agreement.md new file mode 100644 index 0000000..3d1f4ac --- /dev/null +++ b/businesses/01-infrastructure/docs/operating-agreement.md @@ -0,0 +1,160 @@ +# 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: ______________________________________ + +
+ +*Prepared as a working draft. Review with an Indiana-licensed attorney before signing.* diff --git a/businesses/00-infrastructure/operator-compensation-proposal.md b/businesses/01-infrastructure/operator-compensation-proposal.md similarity index 100% rename from businesses/00-infrastructure/operator-compensation-proposal.md rename to businesses/01-infrastructure/operator-compensation-proposal.md diff --git a/businesses/00-infrastructure/sns-infrastructure-hiring.md b/businesses/01-infrastructure/sns-infrastructure-hiring.md similarity index 100% rename from businesses/00-infrastructure/sns-infrastructure-hiring.md rename to businesses/01-infrastructure/sns-infrastructure-hiring.md diff --git a/businesses/01-secure/README.md b/businesses/01-secure/README.md deleted file mode 100644 index d4ee888..0000000 --- a/businesses/01-secure/README.md +++ /dev/null @@ -1,3 +0,0 @@ -# SNS Secure - -See [`01-secure.md`](./01-secure.md) for scaffold, research, and TODO. diff --git a/businesses/01-secure/01-secure.md b/businesses/02-secure/02-secure.md similarity index 97% rename from businesses/01-secure/01-secure.md rename to businesses/02-secure/02-secure.md index 84aae1c..ee5e5e4 100644 --- a/businesses/01-secure/01-secure.md +++ b/businesses/02-secure/02-secure.md @@ -1,4 +1,4 @@ -# 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) diff --git a/businesses/02-secure/README.md b/businesses/02-secure/README.md new file mode 100644 index 0000000..7c01203 --- /dev/null +++ b/businesses/02-secure/README.md @@ -0,0 +1,3 @@ +# SNS Secure + +See [`02-secure.md`](./02-secure.md) for scaffold, research, and TODO. diff --git a/businesses/01-secure/branding.html b/businesses/02-secure/branding.html similarity index 100% rename from businesses/01-secure/branding.html rename to businesses/02-secure/branding.html diff --git a/businesses/02-secure/branding/logo-design.png b/businesses/02-secure/branding/logo-design.png new file mode 100644 index 0000000..ef865f0 Binary files /dev/null and b/businesses/02-secure/branding/logo-design.png differ diff --git a/businesses/02-support/README.md b/businesses/02-support/README.md deleted file mode 100644 index 69676f5..0000000 --- a/businesses/02-support/README.md +++ /dev/null @@ -1,3 +0,0 @@ -# SNS Support - -See [`02-support.md`](./02-support.md) for scaffold, research, and TODO. diff --git a/businesses/02-support/02-support.md b/businesses/03-support/03-support.md similarity index 97% rename from businesses/02-support/02-support.md rename to businesses/03-support/03-support.md index d22eb73..ba84538 100644 --- a/businesses/02-support/02-support.md +++ b/businesses/03-support/03-support.md @@ -1,4 +1,4 @@ -# 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) diff --git a/businesses/03-support/README.md b/businesses/03-support/README.md new file mode 100644 index 0000000..8b82a0d --- /dev/null +++ b/businesses/03-support/README.md @@ -0,0 +1,3 @@ +# SNS Support + +See [`03-support.md`](./03-support.md) for scaffold, research, and TODO. diff --git a/businesses/02-support/branding.html b/businesses/03-support/branding.html similarity index 100% rename from businesses/02-support/branding.html rename to businesses/03-support/branding.html diff --git a/businesses/03-support/branding/logo-desgin.png b/businesses/03-support/branding/logo-desgin.png new file mode 100644 index 0000000..427694a Binary files /dev/null and b/businesses/03-support/branding/logo-desgin.png differ diff --git a/businesses/03-systems/README.md b/businesses/03-systems/README.md deleted file mode 100644 index 2eeeef9..0000000 --- a/businesses/03-systems/README.md +++ /dev/null @@ -1,3 +0,0 @@ -# SNS Systems - -See [`03-systems.md`](./03-systems.md) for scaffold, research, and TODO. diff --git a/businesses/04-cloud/README.md b/businesses/04-cloud/README.md deleted file mode 100644 index d50ff70..0000000 --- a/businesses/04-cloud/README.md +++ /dev/null @@ -1,3 +0,0 @@ -# SNS Cloud - -See [`04-cloud.md`](./04-cloud.md) for scaffold, research, and TODO. diff --git a/businesses/03-systems/03-systems.md b/businesses/04-systems/04-systems.md similarity index 97% rename from businesses/03-systems/03-systems.md rename to businesses/04-systems/04-systems.md index f2c7b89..2e24957 100644 --- a/businesses/03-systems/03-systems.md +++ b/businesses/04-systems/04-systems.md @@ -1,4 +1,4 @@ -# 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) diff --git a/businesses/04-systems/README.md b/businesses/04-systems/README.md new file mode 100644 index 0000000..b1c16bc --- /dev/null +++ b/businesses/04-systems/README.md @@ -0,0 +1,3 @@ +# SNS Systems + +See [`04-systems.md`](./04-systems.md) for scaffold, research, and TODO. diff --git a/businesses/03-systems/branding.html b/businesses/04-systems/branding.html similarity index 100% rename from businesses/03-systems/branding.html rename to businesses/04-systems/branding.html diff --git a/businesses/04-cloud/04-cloud.md b/businesses/05-cloud/05-cloud.md similarity index 97% rename from businesses/04-cloud/04-cloud.md rename to businesses/05-cloud/05-cloud.md index 18f2c18..16954c9 100644 --- a/businesses/04-cloud/04-cloud.md +++ b/businesses/05-cloud/05-cloud.md @@ -1,4 +1,4 @@ -# 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) diff --git a/businesses/05-cloud/README.md b/businesses/05-cloud/README.md new file mode 100644 index 0000000..4da835a --- /dev/null +++ b/businesses/05-cloud/README.md @@ -0,0 +1,3 @@ +# SNS Cloud + +See [`05-cloud.md`](./05-cloud.md) for scaffold, research, and TODO. diff --git a/businesses/04-cloud/branding.html b/businesses/05-cloud/branding.html similarity index 100% rename from businesses/04-cloud/branding.html rename to businesses/05-cloud/branding.html diff --git a/businesses/05-web/README.md b/businesses/05-web/README.md deleted file mode 100644 index 7d28673..0000000 --- a/businesses/05-web/README.md +++ /dev/null @@ -1,3 +0,0 @@ -# SNS Web - -See [`05-web.md`](./05-web.md) for scaffold, research, and TODO. diff --git a/businesses/06-software/README.md b/businesses/06-software/README.md deleted file mode 100644 index 6e7822f..0000000 --- a/businesses/06-software/README.md +++ /dev/null @@ -1,3 +0,0 @@ -# SNS Software - -See [`06-software.md`](./06-software.md) for scaffold, research, and TODO. diff --git a/businesses/05-web/05-web.md b/businesses/06-web/06-web.md similarity index 97% rename from businesses/05-web/05-web.md rename to businesses/06-web/06-web.md index 5b53630..b6328e0 100644 --- a/businesses/05-web/05-web.md +++ b/businesses/06-web/06-web.md @@ -1,4 +1,4 @@ -# 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) diff --git a/businesses/06-web/README.md b/businesses/06-web/README.md new file mode 100644 index 0000000..588d5f2 --- /dev/null +++ b/businesses/06-web/README.md @@ -0,0 +1,3 @@ +# SNS Web + +See [`06-web.md`](./06-web.md) for scaffold, research, and TODO. diff --git a/businesses/05-web/branding.html b/businesses/06-web/branding.html similarity index 100% rename from businesses/05-web/branding.html rename to businesses/06-web/branding.html diff --git a/businesses/06-software/06-software.md b/businesses/07-software/07-software.md similarity index 97% rename from businesses/06-software/06-software.md rename to businesses/07-software/07-software.md index fd9df9c..c884a1c 100644 --- a/businesses/06-software/06-software.md +++ b/businesses/07-software/07-software.md @@ -1,4 +1,4 @@ -# 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) diff --git a/businesses/07-software/README.md b/businesses/07-software/README.md new file mode 100644 index 0000000..eb9663a --- /dev/null +++ b/businesses/07-software/README.md @@ -0,0 +1,3 @@ +# SNS Software + +See [`07-software.md`](./07-software.md) for scaffold, research, and TODO. diff --git a/businesses/06-software/branding.html b/businesses/07-software/branding.html similarity index 100% rename from businesses/06-software/branding.html rename to businesses/07-software/branding.html diff --git a/businesses/README.md b/businesses/README.md index 5242d58..6841f82 100644 --- a/businesses/README.md +++ b/businesses/README.md @@ -1,19 +1,28 @@ # 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. diff --git a/divisions/README.md b/divisions/README.md index 0805276..ca79b45 100644 --- a/divisions/README.md +++ b/divisions/README.md @@ -21,7 +21,7 @@ real billable work** — not all at once (per-entity bookkeeping is the real cos > 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. diff --git a/divisions/legal-structure.md b/divisions/legal-structure.md index 1f42463..ba3275c 100644 --- a/divisions/legal-structure.md +++ b/divisions/legal-structure.md @@ -157,7 +157,7 @@ the operating agreements are internal documents you (or your attorney) prepare. **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 diff --git a/divisions/sns-infrastructure.md b/divisions/sns-infrastructure.md index 86a7e89..5bda0fa 100644 --- a/divisions/sns-infrastructure.md +++ b/divisions/sns-infrastructure.md @@ -22,5 +22,5 @@ Cloud, and Support build on. Sells to any client with a physical premises. - 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.