.codex/BUSINESS-CONTEXT.md

@@ -1,205 +0,0 @@
-# SnS Business Context and Decision Memory
-
-This is Codex's detailed, durable context for Samuel James's business planning
-center. The root `AGENTS.md` is the automatic entrypoint; this file holds business
-direction, priorities, patterns, and owner-confirmed decisions.
-
-Keep this current but compact. It is not a transcript, task backlog, secret store,
-or replacement for signed legal records.
-
-## Owner objective
-
-Build family legacy and family wealth through a portfolio of independently operated
-businesses and appreciating assets. The portfolio should increase Sam's freedom and
-must not create a collection of jobs that depend on his daily labor.
-
-### Owner role
-
-- Owner
-- Capital allocator
-- Strategist
-- Systems designer
-- Final approver for material decisions
-- Never the permanent daily operator
-
-## Governing principles
-
-1. Take the most direct route to the goal: the shortest useful path between two points.
-2. Use data rather than emotion, optimism, or hope. Hope is not a business strategy.
-3. If a process works, change it only when the change saves meaningful time or money.
-4. Automate reliable repetitive work using tools already available.
-5. Work smarter, not harder; protect and increase Sam's time.
-6. Build on Biblical and Godly principles.
-7. Include a 10% tithe to a church in profit-allocation planning, with CPA review of
-   bookkeeping and tax treatment.
-8. Prefer one strong recommendation over many weak possibilities.
-
-## Holdings doctrine
-
-SnS Network Solutions Holdings exists to hold assets for long-term family legacy and
-family wealth.
-
-Non-negotiable owner decision:
-
-- Holdings never borrows.
-- Holdings never carries debt.
-- Holdings never holds a credit card.
-- Holdings holds assets only.
-
-Do not recommend placing operating liabilities, routine vendor contracts, payroll,
-consumer-facing activity, or operating-company borrowing in Holdings. Any guarantee,
-cross-collateralization, lien, or structural exception requires Sam's explicit choice
-after attorney and CPA review.
-
-## Venture priorities
-
-| Priority | Venture | Current direction |
-|---:|---|---|
-| 1 | SnS Hospitality Group / The Daily Pour | Active focus; launch T00-DRIP and prove the unit |
-| 2 | SnS Properties | Build asset ownership and family wealth after/alongside disciplined Hospitality progress |
-| 3 | Technology and networking services | Develop as an operator-independent services business |
-| 4 | SnS Creative | Future media, music, podcast, and related creative activity |
-
-Priority means allocation of attention, planning effort, and execution sequencing. It
-does not authorize spending or legal formation.
-
-## Source-of-truth design
-
-Owner-confirmed direction as of 2026-08-27:
-
-- This Git repository becomes the authoritative business planning center.
-- The repository is standalone at `~/Documents/SnS Network Solutions/`.
-- Git records change history.
-- Selected repository files should synchronize with Google Drive in both directions.
-- Signed agreements and execution records may remain in cloud systems, with their
-  status and canonical location recorded here.
-- Plane is expected to be retired; preserve useful project data before removal.
-
-Recommended implementation direction:
-
-- Keep Git authoritative for planning documents, structured data, and generated
-  business artifacts.
-- Keep signed/executed originals authoritative in their execution or approved cloud
-  system.
-- Define an explicit synchronization manifest rather than syncing the entire repo.
-- Use conflict detection; never allow unattended last-writer-wins overwrites between
-  Git and Google Drive.
-- Export Plane data into the appropriate entity's `projects/` area before retiring it.
-
-The physical repository move was completed on 2026-08-28. Synchronization automation
-is not yet completed.
-
-## Document authority and lifecycle
-
-Use this order:
-
-1. Owner's newest explicit decision
-2. Signed/executed legal record or official agency record
-3. Current approved specification, quote, or decision record
-4. Current working plan
-5. Historical draft, projection, mockup, or memory
-
-When a new owner-confirmed decision supersedes an old document:
-
-- Update the current source.
-- Move obsolete versions to the relevant `archive/` area.
-- Preserve dates and provenance.
-- Update links.
-- Never allow two files to appear equally authoritative.
-
-## Standard business organization
-
-Use the following only as content requires it:
-
-| Area | Purpose |
-|---|---|
-| `README.md` | Current entity overview, status, navigation, and next gate |
-| `decisions/` | Durable owner decisions and decision rationale |
-| `legal/` | Formation, agreements, compliance, and canonical-record references |
-| `finance/` | Budgets, models, actuals, funding, and asset allocation |
-| `operations/` | SOPs, staffing, vendors, equipment, and recurring controls |
-| `marketing/` | Brand, customer acquisition, content, and measured performance |
-| `projects/` | Finite initiatives, milestones, checklists, and deliverables |
-| `archive/` | Superseded material retained for history |
-
-Avoid empty scaffolding. Prefer clear filenames, one current version, and relative
-links from the entity README.
-
-## Hospitality decisions
-
-### Ownership
-
-Owner-confirmed 2026-08-27:
-
-- The legally guaranteed vested ownership is 85% Holdings / 15% Kiowa.
-- Kiowa has options that may increase her interest up to 25% under the operating
-  agreement's terms.
-- The operating agreement should state this distinction clearly.
-- Do not describe Kiowa as currently owning 25% unless option conditions are completed
-  and formally recorded.
-
-### Operating Agreement
-
-- Sam confirms the Hospitality operating agreement is signed.
-- The authoritative executed copy is stored in Documenso.
-- Canonical location:
-  `https://app.documenso.com/t/personal_netzdizknkwzxrtl/documents/f/cmsatz9g26wtkad1w289yzsxf`
-- The agreement contents were not independently readable by Codex on 2026-08-27.
-- Repository drafts are not controlling when they conflict with the executed copy.
-
-### Current Daily Pour gate
-
-T00-DRIP remains pre-launch. Sam has hired a Fiverr designer for **$211** to produce
-buildout blueprints and is waiting for their return.
-
-The immediate execution sequence is:
-
-1. Receive blueprint package and editable/source deliverables.
-2. Check the package against the current equipment, workflow, weight, electrical,
-   plumbing, winterization, and service-clearance requirements.
-3. Correct material defects before agency submission.
-4. Submit through the applicable health/building review process and track corrections.
-5. Resolve certified food-protection coverage and recruit the operating lead/barista
-   capability needed for launch.
-6. Freeze the approved prototype specification before purchasing or irreversible
-   buildout.
-
-A repository-backed HTML progress tracker is requested and should become the current
-operational checklist for this gate.
-
-## Communication pattern
-
-- State the answer first.
-- Use two words when two words are sufficient.
-- Add detail only when it changes a decision, prevents a meaningful mistake, or creates
-  a reusable record.
-- Do not give Sam long lists of suggestions that do not serve the overall goal.
-- Choose the best option automatically from available evidence.
-- Surface a second option only when it is genuinely competitive or the primary choice
-  depends on unresolved legal, financial, safety, or irreversible facts.
-- Do not make Sam repeatedly explain decisions already captured here.
-
-## Decision memory
-
-| Date | Decision | Status |
-|---|---|---|
-| 2026-08-27 | Holdings exists for family legacy and family wealth | Active |
-| 2026-08-27 | Holdings holds assets only and never borrows, carries debt, or holds credit cards | Non-negotiable |
-| 2026-08-27 | Venture priority is Hospitality, Properties, Technology, then Creative | Active |
-| 2026-08-27 | Sam is owner/capital allocator/strategist, not daily operator | Active |
-| 2026-08-27 | Hospitality ownership is guaranteed 85/15 with Kiowa options up to 25% | Active; verify wording against executed OA when available |
-| 2026-08-27 | Executed Hospitality OA is authoritative in Documenso | Active |
-| 2026-08-28 | Repository is the authoritative planning center and is standalone at `~/Documents/SnS Network Solutions/` | Completed |
-| 2026-08-27 | Plane is expected to be retired after useful data is preserved | Planned |
-| 2026-08-27 | Newest owner-confirmed document controls; superseded versions move to archive | Active |
-| 2026-08-27 | Durable owner decisions are recorded automatically | Active |
-| 2026-08-27 | Recommendations default to one best path | Active |
-| 2026-08-27 | Profit planning includes a 10% church tithe | Active; accounting treatment pending CPA guidance |
-| 2026-08-27 | Route Codex through local Headroom compression by default to reduce token cost; keep Ponytail's minimal-solution discipline active | Active; verify savings from measured usage |
-
-## Maintenance
-
-Update this file when Sam makes a durable decision, changes a venture priority, resolves
-a contradiction, crosses a material gate, or changes the operating doctrine. Do not add
-routine task updates, conversation history, credentials, private account data, or facts
-that belong in a venture source document.

.gitea/workflows/ci.yaml

@@ -1,12 +0,0 @@
-name: CI
-on: [pull_request]
-jobs:
-  check:
-    runs-on: ubuntu-latest
-    steps:
-      - uses: actions/checkout@v4
-      - uses: actions/setup-python@v5
-        with:
-          python-version: '3.11'
-      - run: pip install -r requirements.txt 2>/dev/null || true
-      - run: find . -name '*.py' -exec python -m py_compile {} +

.gitignore

@@ -19,9 +19,3 @@ vault-password*
 .DS_Store
 Thumbs.db
 *.swp
-*:Zone.Identifier
-
-# Generated/downloaded artifacts
-__pycache__/
-*.py[cod]
-*.deb

AGENTS.md

@@ -1,89 +0,0 @@
-# SnS Business Planning Center — Codex Instructions
-
-This directory is Samuel James's business planning and operations center. It is
-not primarily a codebase. Optimize for clearer decisions, faster execution,
-organized records, and more owner time.
-
-At the start of work anywhere in this directory, read:
-
-1. `.codex/BUSINESS-CONTEXT.md`
-2. The nearest business or venture `AGENTS.md`
-3. The relevant current source documents only
-
-## Response rules
-
-- Lead with the best recommendation or completed result.
-- Use the fewest words that preserve the decision, evidence, and material risk.
-- Do not present menus of weak options. Choose the best path automatically.
-- Mention another option only when it is genuinely competitive or the decision is
-  costly, irreversible, legal, or materially uncertain.
-- Ask only questions whose answers materially change the result.
-- Separate confirmed fact, owner decision, inference, assumption, and unresolved gap.
-- Do not confuse a plan, projection, mockup, or candidate with an approved or
-  completed result.
-
-## Decision rules
-
-- Take the most direct route to the goal.
-- Apply the Ponytail ladder: skip what need not exist; otherwise reuse the
-  repository, standard library, native platform, or an installed dependency
-  before creating the minimum new implementation. Never reduce security,
-  validation, accessibility, error handling, or data-loss protection.
-- Base business decisions on data, not hope or emotion.
-- Improve a working process only when the improvement saves meaningful time or money.
-- Automate repetitive work with tools already available when automation is reliable
-  and cheaper than the repeated manual effort.
-- Prefer simple, maintainable systems over impressive complexity.
-- Protect Sam's time: the business must reduce owner labor as it matures.
-- Incorporate a 10% tithe to a church into profit-allocation planning. Keep accounting
-  treatment subject to CPA review and the recipient decision with Sam.
-
-## Business boundaries
-
-- The purpose of SnS Network Solutions Holdings is family legacy and family wealth.
-- Holdings holds assets only. It must never borrow, guarantee debt, carry debt, or
-  hold a credit card.
-- Operating-company debt, credit, contracts, liabilities, books, and bank activity
-  remain outside Holdings unless Sam explicitly changes the structure after legal
-  and tax review.
-- Sam's permanent role is owner, capital allocator, and strategist—not daily operator.
-- Keep each business entity's files, decisions, assets, obligations, and operations
-  distinct.
-
-## Repository behavior
-
-- This repository is the authoritative planning center.
-- Signed originals and externally executed records may live in approved cloud storage;
-  Git should record their authoritative location and status.
-- Newest owner-confirmed decisions control. Move superseded material to that entity's
-  `archive/`; update links and do not silently delete history.
-- Record durable owner decisions in `.codex/BUSINESS-CONTEXT.md` during the same task.
-- Never print secrets. Do not alter owner-managed credentials without exact approval.
-- Do not publish, push, send, purchase, borrow, sign, or make legal commitments without
-  explicit approval.
-
-## Standard entity structure
-
-Use this default until a simpler structure is proven better:
-
-```text
-<entity>/
-├── README.md
-├── decisions/
-├── legal/
-├── finance/
-├── operations/
-├── marketing/
-├── projects/
-└── archive/
-```
-
-Do not create empty folders merely to satisfy the template. Create them when content
-exists. Venture-specific subfolders may repeat the same structure when separation is
-useful.
-
-## Validation
-
-Before reorganizing, inspect both the parent and nested Git states and preserve all
-uncommitted work. After moves, verify links and run the applicable validation. Before
-commit or push, run the repository's pre-commit checks without printing matched values.

README.md

@@ -5,30 +5,31 @@ company for small and medium organizations — networking, Linux systems, securi
 cloud, managed services, web, and custom software — structured as a **holding
 company** that owns a separate operating LLC per division.
 
-This repo holds the **parent-company identity, legal structure, businesses,
+This repo holds the **parent-company identity, legal structure, and the catalog of
-products, infrastructure, project data, and internal AI configuration**. Business
+divisions**. Each division becomes its own repo (with its own legal + insurance
-work is separated by legal entity so a subsidiary can move to its own repository
+paperwork) as it launches. Business #1, **SNS Infrastructure**, is active.
-when that becomes operationally useful.
 
 ## Structure
 
 ```
-SnS Network Solutions/
+sns-network-solutions/
 ├── ai-core/                Internal AI team + shared knowledge base
 │   ├── agents/             chief · scout · scribe (OpenClaw agents)
 │   └── knowledge/          sns.md (brand foundation) + research/reference docs
 ├── divisions/              Formal documentation library (the catalog)
-├── businesses/             Holding company and subsidiary working areas
+│   ├── sns-network-solutions.md   Parent company brief
-│   ├── 00-holdings/
+│   ├── sns-infrastructure.md      + six division briefs
-│   ├── sns-creatives-llc/
+│   ├── legal-structure.md         Indiana holding-company formation plan
-│   ├── sns-hospitality-group/
+│   └── investment-research.md     Owner investment research (reference)
-│   ├── sns-properties-llc/
+└── businesses/             Working area — holding company + subsidiaries; each is repo-ready
-│   └── sns-technology-group/
+    ├── 00-sns-holding/     Parent holding company (owns the brand + all subsidiaries)
-├── infra/                  Networking, support, and digital infrastructure
+    ├── 01-infrastructure/  ACTIVE — hiring, comp, cash-flow, branding, todo
-├── plane-projects/         Plane project schemas and work-item exports
+    ├── 02-secure/          Planned
-├── products/               Product-specific implementation and planning
+    ├── 03-support/         Planned
-├── scripts/                Repository utility scripts
+    ├── 04-systems/         Planned
-└── docs/                   Shared coding and operating standards
+    ├── 05-cloud/           Planned
+    ├── 06-web/             Planned
+    └── 07-software/        Planned
 ```
 
 ## How it's organized
@@ -38,11 +39,9 @@ SnS Network Solutions/
 - **`divisions/`** = the formal documentation library — the parent-company brief,
   the polished one-page brief for each division, plus the holding-company legal plan
   and investment research.
-- **`businesses/`** = legal-entity working areas, including corporate, operational,
+- **`businesses/`** = the working area: scaffold, research, TODO, branding, and (later)
-  financial, product, and branding material. Keep entity boundaries explicit.
+  milestones. Directories are **numbered by importance**; each folder is self-contained
-- **`infra/`** = infrastructure designs and service-specific operational material.
+  so it can lift out into its own repo when the division launches.
-- **`plane-projects/`** = versioned project-management schemas and work data.
-- **`products/`** = product implementation and planning that spans a business unit.
 - **Branding:** all divisions share one identity (navy base) and differ only by a
   signature accent color. Each business folder has a `branding.html` (color sheet +
   a copy-ready ChatGPT logo prompt). Foundation: [`ai-core/knowledge/sns.md`](./ai-core/knowledge/sns.md).
@@ -52,9 +51,8 @@ SnS Network Solutions/
 - New to the company → [`ai-core/knowledge/sns.md`](./ai-core/knowledge/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/01-infrastructure/`](./businesses/01-infrastructure/)
 - All businesses → [`businesses/README.md`](./businesses/README.md)
-- Infrastructure → [`infra/README.md`](./infra/README.md)
-- Coding standards → [`docs/coding-standards.md`](./docs/coding-standards.md)
 
 ---
 *Docs contain general business/legal/tax research, not professional advice — verify

ai-core/agents/chief/skills/README.md

@@ -1,7 +1,5 @@
 # Chief — Skills Registry
 
-> **Full repo catalog:** [`docs/ai-skills-repos.md`](../../../../docs/ai-skills-repos.md) (130+ repos, categorized, machine-readable)
-
 Chief's skills are **familiar-with, not expert**. Each is authored here (self-owned, so no
 license risk) but draws on public work. This file lists the upstream sources so OpenClaw
 (Claw) can install the permissively-licensed ones and check them for updates.
@@ -37,17 +35,6 @@ principle is authored into our own SKILL.md. Link kept only to watch for updates
 | [shreyashankar/plain-writing-skill](https://github.com/shreyashankar/plain-writing-skill) | ⚠️ unspecified | plain-language writing | reference only — authored in `report-to-sam` |
 | [yetone/kill-ai-slop](https://github.com/yetone/kill-ai-slop) | ⚠️ unspecified | anti-slop | reference only |
 
-### Coding Standards / Software Principles (to evaluate)
-
-| Repo | License | Use | Install / update |
-|------|---------|-----|------------------|
-| [JordanCoin/codingskills](https://github.com/JordanCoin/codingskills) | ⚠️ check | KISS, DRY, SOLID, YAGNI, SoC, Law of Demeter, Boy Scout Rule — language-agnostic agent skills + stack detection | evaluate — closest to what we want |
-| [AsyrafHussin/agent-skills](https://github.com/AsyrafHussin/agent-skills) | ⚠️ check | Clean code principles as agent skills — SOLID, naming, error handling | evaluate |
-| [ramziddin/solid-skills](https://github.com/ramziddin/solid-skills) | ⚠️ check | SOLID + TDD + clean architecture — "senior-engineer quality" agent skills | evaluate |
-| [MickeyKay/agent-standards](https://github.com/MickeyKay/agent-standards) | ⚠️ check | Shared coding standards + reusable workflows + agent-facing instructions | evaluate |
-| [obra/superpowers](https://github.com/obra/superpowers) | ⚠️ check | Full agentic skills framework + dev methodology (design → plan → TDD → YAGNI/DRY) | evaluate — more opinionated/workflow-based |
-| [msitarzewski/AGENT-ZERO](https://github.com/msitarzewski/AGENT-ZERO) | ⚠️ check | Single AGENTS.md canonical guide — architecture-first, repeatable, auditable delivery | evaluate |
-
 ### Install / update notes for Claw
 - **Install a ✅ skill:** `npx skills add <owner>/<repo>` (drops it into the skills dir),
   or clone and copy its `SKILL.md` into `skills/<name>/`.

businesses/00-holdings/.claude/settings.local.json

@@ -1,8 +0,0 @@
-{
-  "permissions": {
-    "allow": [
-      "Bash(pdftotext operations_agreement_review.pdf -)",
-      "Bash(pdftotext \"certificate-of-organization.pdf\" -)"
-    ]
-  }
-}

businesses/00-holdings/docs/REMINDERS.md

@@ -1,140 +0,0 @@
-# SnS Network Solutions Holdings LLC — Compliance & Maintenance Reminders
-
-**Entity:** SnS Network Solutions Holdings LLC
-**State:** Indiana (St. Joseph County)
-**EIN:** 42-4099038
-**Formation date:** July 27, 2026
-**Registered agent:** Samuel S. James, 759 Boxwood Drive, South Bend, IN 46641
-**Admin domain:** snsnetworksolutions.net
-**Tools:** Google Workspace (Drive, Docs, Sheets, Calendar)
-
----
-
-## Annual / Recurring Obligations
-
-### 1. Business Entity Report (every 2 years)
-
-| Field | Detail |
-|-------|--------|
-| **What** | Indiana Business Entity Report |
-| **Due** | Every 2 years, in your formation anniversary month (**July**) |
-| **First due** | **July 2028** |
-| **Cost** | $32 online |
-| **Where** | [INBiz](https://inbiz.in.gov) → My Filings → File a Report |
-| **Consequence of missing** | Administrative dissolution — the LLC ceases to exist in the eyes of the state |
-
-**How to file:**
-1. Log into INBiz (your account is already set up — see `inbiz-account-setup.md`)
-2. Navigate to your entity: SnS Network Solutions Holdings LLC
-3. Click "File a Report"
-4. Confirm: registered agent name/address, principal office, member name
-5. Pay $32 (card)
-6. Save the confirmation receipt to Google Drive → `Holdings/Compliance/`
-
-**Calendar reminder:** Set for June 1 of every even year (2028, 2030, 2032…) — gives you a full month buffer before the July deadline.
-
----
-
-### 2. Registered Agent Obligation (ongoing)
-
-You are your own registered agent. This means:
-
-- You must be **available at 759 Boxwood Drive during normal business hours** to accept service of process (legal papers, state correspondence)
-- If you move, travel extended periods, or can't reliably be there — **appoint a commercial registered agent** ($100–300/yr) and update INBiz within 30 days of the change
-
-**If your address changes:**
-1. INBiz → entity → "Change of Registered Agent/Office"
-2. Update this document
-3. Update the Operating Agreement (§2)
-
----
-
-### 3. Tax Filing (annual)
-
-| Field | Detail |
-|-------|--------|
-| **Federal** | As a single-member LLC, the entity is **disregarded** — report on your personal 1040 (Schedule C or Schedule E depending on activity) |
-| **Indiana state** | Indiana does not have a separate LLC annual tax/franchise tax. Your LLC income flows to your personal Indiana IT-40. |
-| **Due** | April 15 (same as personal return) — or extension deadline (October 15) |
-
-**When this changes:**
-- If you elect S-corp treatment → Form 1120-S due March 15 + K-1 to yourself
-- If you add members → partnership return (Form 1065) due March 15
-
-**For now:** Nothing extra to file. Your CPA handles it with your personal return. Just keep Holdings income/expenses tracked separately (even if $0).
-
----
-
-### 4. Bookkeeping (ongoing — even if $0)
-
-Maintain a separate ledger for Holdings, even if nothing flows through it yet. This proves the entity is real and separate from you personally.
-
-**Minimum:**
-- Dedicated bank account (no personal transactions through it)
-- Track: any capital contributions, any distributions, any expenses (filing fees, LegalShield, domain renewal)
-- Year-end: produce a simple P&L and balance sheet (even if it's $32 filing fee and $0 revenue)
-
-**Tool:** Google Sheets → `Holdings/Financials/` — one sheet per year is fine until there's real volume.
-
----
-
-### 5. Domain Renewal
-
-| Domain | Registrar | Renews | Cost |
-|--------|-----------|--------|------|
-| snsnetworksolutions.net | TBD — confirm | TBD — confirm | ~$12–15/yr |
-
-**Action:** Confirm the registrar and renewal date. Set a calendar reminder 30 days before expiry. Consider enabling auto-renew.
-
----
-
-## One-Time Items (do once, then done)
-
-| Item | Status | Notes |
-|------|--------|-------|
-| Sign the Operating Agreement | **TODO** | Print, sign, date, scan to Drive `Holdings/Legal/` |
-| Open Holdings bank account | **TODO** | Bring: EIN letter (CP 575 G) + signed OA + certificate of organization |
-| Store formation docs in Drive | **TODO** | Certificate of org, EIN letter, signed OA, INBiz receipt → `Holdings/Legal/` |
-| Set calendar reminders | **TODO** | BER (June 1, 2028), domain renewal, LegalShield renewal |
-
----
-
-## Subsidiary Formation Checklist (repeat per sub)
-
-When you form a new subsidiary under Holdings:
-
-1. Confirm name on INBiz
-2. File Articles of Organization ($95) — list Holdings LLC as sole member
-3. Get EIN for the sub (IRS online, free)
-4. Draft subsidiary operating agreement — Holdings as sole member
-5. Open subsidiary bank account (separate from Holdings and personal)
-6. Record the subsidiary in Holdings' decision log
-7. Set the sub's own BER reminder (2 years from its formation month)
-
----
-
-## Key Dates Summary
-
-| Date | Event | Action |
-|------|-------|--------|
-| July 27, 2026 | Formation | Done ✅ |
-| **June 1, 2028** | BER reminder fires | File report on INBiz ($32) before end of July 2028 |
-| **July 2028** | BER deadline | Must be filed or entity faces admin dissolution |
-| Every 2 years after | BER | Repeat |
-| April 15 annually | Tax (personal return includes Holdings) | CPA handles — just provide the separate Holdings ledger |
-
----
-
-## Where Things Live
-
-| What | Where |
-|------|-------|
-| Legal docs (signed OA, cert of org, EIN) | Google Drive → `Holdings/Legal/` |
-| Compliance receipts (BER confirmations) | Google Drive → `Holdings/Compliance/` |
-| Financials (ledger, P&L) | Google Sheets → `Holdings/Financials/` |
-| This repo (working docs, drafts, branding) | `SnS Network Solutions/businesses/00-holdings/` |
-| Passwords/secrets | Bitwarden |
-
----
-
-*This is a maintenance checklist, not legal advice. Confirm deadlines with your CPA and attorney.*

businesses/00-holdings/docs/inbiz-account-setup.md

@@ -1,17 +0,0 @@
-# INBiz Account Registration — Answers on File
-
-Answers given during the INBiz account onboarding survey (not part of the
-actual Articles of Organization filing — this is the site's account setup
-questionnaire). Recorded here so the same answers can be reused/checked for
-consistency when registering future subsidiaries under the same INBiz account.
-
-**Date:** 2026-07-27
-
-| # | Question | Answer |
-|---|----------|--------|
-| 1 | What is your role? | Business Owner |
-| 2 | Primary reason for visiting INBiz? | Start a Business |
-| 3 | Which state services are you most interested in? | Start a Business (Register a business, Obtain Tax ID/FEIN) |
-| 4 | Size of business (number of employees)? | 0 — Holding company has no employees; it does no operating/client work (see `docs/operating-agreement.md` §1) |
-| 5 | Industry / NAICS code? | 551112 — Offices of Other Holding Companies |
-| 6 | Are you an Indiana resident? | Yes — St. Joseph County |

businesses/00-holdings/docs/kiowa-equity-framework.md

@@ -1,133 +0,0 @@
-# Kiowa Equity & Vesting Framework — Legal / Paperwork / Business-Scout Role
-
-> **Draft / template — not legal advice.** Working draft for LegalShield / an
-> Indiana-licensed attorney and a CPA to review before granting any equity or
-> having Kiowa sign anything. Items in `[brackets]` need confirmation. This
-> framework is meant to be applied **fresh, per venture** — it is not a Holdings-level
-> equity grant. Kiowa is **not** a Member of SnS Network Solutions Holdings LLC;
-> Samuel S. James remains its sole owner (see `docs/operating-agreement.md`).
-
-## 1. Purpose and Scope
-
-This framework governs the Membership Interest granted to **`[Kiowa's full legal
-name]`** ("Kiowa") in any subsidiary LLC of SnS Network Solutions Holdings LLC
-("Holdings") that Kiowa originates, sources, or brings to Samuel S. James
-("Sam") for launch, starting with **Foodtruck1 LLC**. It is designed to be
-reused, with fresh numbers, for every future venture Kiowa brings — each
-venture gets its own independent grant and vesting clock; performance on one
-venture has no effect on any other.
-
-Kiowa's role per venture is legal/paperwork (entity formation, EIN
-applications) and business sourcing/scouting. Sam's role is to secure and
-contribute the venture's capital.
-
-## 2. The Grant
-
-- **Interest granted:** 15% Membership Interest in the specific subsidiary LLC.
-- **Cash contribution required:** $0. Kiowa contributes no capital; the
-  interest is granted for services (formation work + sourcing the venture).
-- **Holdings' interest:** the remaining 85% of that subsidiary is held by
-  Holdings, preserving Sam's ownership inside the holding structure (see
-  `../04-foodtruck1/requirements.md` for how this applies to Foodtruck1
-  specifically).
-- **Membership status:** Kiowa is admitted as a full Member (voting +
-  economic rights) of that subsidiary as of the **Formation Date**, subject to
-  the vesting and forfeiture terms in §3–§4 below.
-- **Formation Date** vs. **Opening Date:** the subsidiary's Formation Date
-  (Articles of Organization filed) may precede its **Opening Date** (the day
-  the venture actually begins revenue-generating operations — e.g., the day
-  Foodtruck1 first serves a paying customer). The vesting clock in §3 runs
-  from the **Opening Date**, not the Formation Date.
-  `[TODO: record the actual Opening Date for each venture in that venture's
-  own requirements/planning doc as soon as it occurs — this date controls
-  the entire vesting schedule below.]`
-
-## 3. Vesting Schedule
-
-Measured from the Opening Date, cumulative net profit is tracked against
-**Sam's total invested capital** in that specific venture (see §5 for both
-definitions).
-
-| Milestone | Vests | Condition |
-|---|---|---|
-| 3 months | 3.75% (cumulative 3.75%) | Time-based, unconditional |
-| 6 months | 3.75% (cumulative 7.50%) | Time-based, unconditional |
-| 9 months | 3.75% (cumulative 11.25%) | Time-based, unconditional |
-| 12 months | final 3.75% (cumulative 15.00%) | **Conditional** — only vests if cumulative net profit has reached **2x** Sam's invested capital by month 12 |
-
-**Acceleration.** If cumulative net profit reaches 2x Sam's invested capital
-at **any point before** the 12-month mark, Kiowa's interest immediately
-vests in full (15%), regardless of which quarter has or hasn't passed.
-
-**Forfeiture.** If cumulative net profit has **not** reached 2x Sam's
-invested capital by the 12-month mark, the final 3.75% tranche is
-**permanently forfeited** and reverts to Holdings. Kiowa retains whatever
-vested through month 9 (up to 11.25%, depending on how many quarterly
-milestones had passed). There is no later opportunity to earn the forfeited
-tranche back for that venture.
-`[TODO: confirm this is intended to be final/permanent, with no cure period —
-that is the current design.]`
-
-## 4. Per-Venture Independence
-
-Each venture Kiowa brings gets its own grant, its own Opening Date, its own
-invested-capital figure, and its own 12-month vesting clock, entirely
-independent of every other venture. Underperformance (or over-performance)
-on one venture has no bearing on her interest in any other.
-
-## 5. Definitions
-
-- **"Sam's invested capital"** — cumulative cash Sam or Holdings contributes
-  to that specific subsidiary, as recorded in that subsidiary's own capital
-  account (same mechanism as Holdings §6). Only actual contributed capital
-  counts — not the value of Sam's time, brand, or other in-kind
-  contributions, unless the parties agree in writing to value and include
-  those.
-- **"Cumulative net profit"** — the venture's net profit from the Opening
-  Date forward.
-  `[TODO — CPA review: define precisely — GAAP accrual vs. cash basis,
-  whether Kiowa's own compensation/draws (if any) are expensed before or
-  after this calculation, and how it's measured/certified (e.g., monthly
-  bookkeeping close) so there's no dispute at the 12-month checkpoint.]`
-
-## 6. Tax Treatment
-
-`[TODO — CPA/attorney review, before any grant is made:]`
-- This is intended to qualify as a **profits interest** (not a capital
-  interest) for federal tax purposes under Rev. Proc. 93-27 / 2001-43, so
-  that Kiowa does not recognize taxable income upon grant. This is most
-  straightforward for a brand-new venture with no existing value at grant
-  (e.g., Foodtruck1 pre-launch); confirm the analysis separately for any
-  future venture that already has value by the time Kiowa joins.
-- Because the interest carries a real forfeiture condition (§3), it likely
-  has a "substantial risk of forfeiture" for tax purposes regardless of it
-  being called a full grant on day one. **Recommend Kiowa file a protective
-  Section 83(b) election within 30 days of each grant date** — this is a
-  hard IRS deadline with no extensions, and it is the single highest-stakes
-  item in this entire arrangement if missed.
-- Confirm whether the subsidiary needs its own EIN/partnership return
-  implications once Kiowa is admitted (same multi-member consequences
-  already flagged in Holdings' own operating agreement §8).
-
-## 7. Relationship to Other Documents
-
-- Kiowa's confidentiality obligations (including access to Sam's personal
-  information during formation/EIN work) are governed separately by
-  `nda-formation-partner.md` — that NDA applies regardless of which
-  ventures she ends up vesting into.
-- Each subsidiary's own operating agreement (e.g., Foodtruck1's, still to be
-  drafted) should incorporate this framework's specific numbers for that
-  venture as the basis of Kiowa's Membership Interest, rather than repeating
-  bespoke terms — this doc is the source of truth for the deal logic.
-- "Maintaining her value" as a legal/paperwork/scout resource is **not**
-  itself a condition on the equity — it's deliberately left out of the
-  vesting/forfeiture mechanics because it isn't an objective, enforceable
-  standard. The 2x/12-month profit test is the sole trigger. If ongoing
-  service expectations need to be enforced separately, that belongs in a
-  services description, not the equity terms.
-
----
-
-`[TODO — attorney review: confirm this entire framework, especially the
-repurchase/forfeiture mechanics and the 83(b) election timing, before
-granting any interest under it.]`

businesses/00-holdings/docs/legal-services.md

@@ -1,22 +0,0 @@
-# Legal Services — On File
-
-**Provider:** LegalShield
-**Plan:** Legal Small Business Basic
-**Membership #:** 10179059992
-**Cost:** $59.95/mo
-**Enrolled:** 2026-07-27
-
-## Use this for
-The attorney-review items flagged throughout `docs/operating-agreement.md` /
-`docs/operating-agreement.html` — currently:
-- §8 Tax Treatment (classification across parent + subsidiaries)
-- §9 Liability and Indemnification (scope/exceptions)
-- §10 Succession on Death or Incapacity (successor order, age-40 conditions, trust
-  structure, Durable Power of Attorney)
-- §11 Transfer of Membership Interest (economic vs. management rights, security
-  interests, single-member status)
-
-Also the intended channel for the estate-planning side of §10 (will/trust naming
-Ethan and Micah's age-40 condition, trustee designation) — confirm whether the
-Small Business Basic plan covers estate planning or whether that needs a separate
-LegalShield add-on / referral.

businesses/00-holdings/docs/nda-formation-partner.md

@@ -1,154 +0,0 @@
-# Non-Disclosure Agreement — Business Formation & Personal Information
-
-> **Draft / template — not legal advice.** Working draft for LegalShield / an
-> Indiana-licensed attorney to review before either party signs. Items in
-> `[brackets]` need to be filled in or confirmed with counsel.
-
-**Disclosing Party:** Samuel S. James, individually, and in his capacity as sole
-member of SnS Network Solutions Holdings LLC ("Holdings"), on behalf of Holdings and
-its current and future subsidiaries (collectively, the "Company")
-
-**Receiving Party:** `Kiowa Scott`, of `[address]`
-
-**Effective date:** `[date]`
-
----
-
-## 1. Purpose
-
-The Receiving Party is assisting the Company with (a) preparing and filing business
-formation paperwork (e.g., Articles of Organization with the Indiana Secretary of
-State / INBiz) for new subsidiary entities, (b) applying for Employer Identification
-Numbers (EINs) with the IRS on behalf of those subsidiaries, and (c) participating as
-a Member of Foodtruck1 LLC, the Company's first subsidiary venture in which the
-Receiving Party holds a direct ownership interest (together, the "Purpose"). This
-Agreement governs the Receiving Party's access to and use of Confidential Information
-in connection with the Purpose.
-
-## 2. Confidential Information
-
-"Confidential Information" means any non-public information disclosed to or
-accessed by the Receiving Party in connection with the Purpose, including without
-limitation:
-
-- **Personal information of Samuel S. James**, including Social Security Number,
-  date of birth, home address, banking and financial account details, government-
-  issued identification numbers, and information contained in IRS or state
-  correspondence (e.g., EIN confirmation notices, Secretary of State filings);
-- Business and financial information of Holdings and any subsidiary not yet public,
-  including formation plans, ownership structure, financial statements, bank account
-  information, contracts, and business strategy;
-- For Foodtruck1 LLC specifically, any menu, recipe, supplier, pricing, staffing, or
-  operational information not yet public, even though the Receiving Party is a Member
-  of that entity — this Agreement governs the Receiving Party's obligations **to
-  third parties**, not access between Members themselves.
-
-Confidential Information does **not** include information that: (a) is or becomes
-publicly available through no fault of the Receiving Party; (b) was already
-lawfully known to the Receiving Party before disclosure, as shown by contemporaneous
-written records; (c) is independently developed without use of the Confidential
-Information; or (d) is required to be disclosed by law, court order, or government
-authority, provided the Receiving Party gives the Disclosing Party prompt written
-notice (where legally permitted) before disclosing.
-
-## 3. Obligations of the Receiving Party
-
-The Receiving Party shall:
-
-- Use Confidential Information **solely** for the Purpose;
-- Not disclose Confidential Information to any third party without the Disclosing
-  Party's prior written consent, except as required to complete a specific filing
-  (e.g., submitting information to the Indiana Secretary of State or the IRS as part
-  of the Purpose itself);
-- Protect Confidential Information with at least the same degree of care used to
-  protect the Receiving Party's own confidential information, and no less than
-  reasonable care (e.g., not storing Social Security Numbers or banking details in
-  unsecured files, shared drives, or unencrypted messages);
-- Not use Confidential Information for the Receiving Party's own benefit or any
-  purpose outside the Purpose (for example, not using Samuel S. James's personal
-  information to open accounts, apply for credit, or take any action unrelated to
-  the specific filings the Receiving Party is authorized to make);
-- Return or securely destroy all Confidential Information (including copies, in any
-  form) upon the Disclosing Party's request or upon completion of the Purpose,
-  whichever comes first, except for records the Receiving Party is legally required
-  to retain (e.g., copies of filings she submitted on the Company's behalf).
-
-## 4. Term
-
-This Agreement is effective as of the date above and continues for as long as the
-Receiving Party is engaged in the Purpose, and survives termination of that
-engagement:
-- **Indefinitely**, with respect to Samuel S. James's personal information (SSN,
-  financial account details, and similar sensitive personal identifiers); and
-- For **`[X years — TODO: confirm with counsel, e.g., 3–5 years]`** after the
-  engagement ends, with respect to all other Confidential Information.
-
-Termination of the Receiving Party's paperwork/formation role does not, by itself,
-affect her separate rights as a Member of Foodtruck1 LLC, which are governed by that
-entity's own operating agreement.
-
-## 5. No License; No Employment or Membership Created by This Agreement
-
-Nothing in this Agreement grants the Receiving Party any ownership, license, or
-intellectual property rights in the Company's brand, IP, or business, except to the
-extent (if any) separately granted in writing (e.g., her Membership Interest in
-Foodtruck1 LLC under that entity's operating agreement). This Agreement, by itself,
-does not create an employment relationship, a partnership, or membership in Holdings
-or any subsidiary other than Foodtruck1.
-
-## 6. Remedies
-
-The Receiving Party acknowledges that unauthorized disclosure or use of Confidential
-Information — particularly personal information such as a Social Security Number —
-may cause irreparable harm for which monetary damages alone may be inadequate, and
-that the Disclosing Party is entitled to seek injunctive relief in addition to any
-other remedies available at law or equity.
-`[TODO — attorney review: confirm remedies clause and consider whether a liquidated
-damages provision is appropriate given the sensitivity of SSN/personal financial data.]`
-
-## 7. Governing Law
-
-This Agreement is governed by and construed in accordance with the laws of the
-**State of Indiana**, without regard to conflict-of-law principles.
-
-## 8. Miscellaneous
-
-- **Entire agreement.** This Agreement constitutes the entire understanding between
-  the parties regarding confidentiality of the information described above and
-  supersedes any prior oral or written understanding on that subject.
-- **Amendment.** This Agreement may only be amended in a writing signed by both
-  parties.
-- **Severability.** If any provision is held invalid or unenforceable, the remaining
-  provisions remain in full force and effect.
-`[TODO — attorney review: consider whether this NDA should instead be incorporated
-into (or accompanied by) a broader services/independent-contractor agreement covering
-her paperwork/formation role, separate from her rights as a Foodtruck1 Member, which
-belong in Foodtruck1's own operating agreement.]`
-
----
-
-## Execution
-
-**DISCLOSING PARTY**
-
-Signature: ______________________________________
-
-Printed name: **Samuel S. James**, individually and on behalf of SnS Network
-Solutions Holdings LLC
-
-Date: ______________________________________
-
-<br>
-
-**RECEIVING PARTY**
-
-Signature: ______________________________________
-
-Printed name: **`Kiowa Scott`**
-
-Date: ______________________________________
-
-<br>
-
-*Prepared as a working draft. Review with an Indiana-licensed attorney (e.g., via
-LegalShield — see `legal-services.md`) before either party signs.*

businesses/00-holdings/docs/operating-agreement.html

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-<html lang="en">
-<head>
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-    <div class="doctitle">
-      <h1>OPERATING AGREEMENT</h1>
-      <div class="entity">SnS Network Solutions Holdings LLC</div>
-    </div>
-  </div>
-
-  <div class="meta-bar">
-    <div><b>Entity type:</b> Single-Member LLC</div>
-    <div><b>State of formation:</b> Indiana</div>
-    <div><b>EIN:</b> 42-4099038</div>
-    <div><b>Effective date:</b> July 28, 2026</div>
-  </div>
-
-  <h2>1. Formation and Purpose</h2>
-  <p>This Operating Agreement (the "Agreement") is entered into by the undersigned sole
-  Member, <b>Samuel S. James</b> (the "Member"), to govern the operations of
-  <b>SnS Network Solutions Holdings LLC</b>, a limited liability company organized under
-  the Indiana Business Flexibility Act (Indiana Code § 23-18).</p>
-  <p>The Company is organized as a long-term holding company whose purpose is to acquire,
-  own, manage, protect, and preserve ownership interests in subsidiary companies,
-  intellectual property, real property, investments, and other business assets. The Company
-  exists to provide centralized ownership, governance, and long-term stewardship of its
-  affiliated enterprises.</p>
-  <p>The Company is formed to act as a <b>holding company</b>. Its primary purpose is to own,
-  manage, and oversee its subsidiary entities and other business interests. The Company
-  is not intended to engage in operating or client-facing business, and the Member shall
-  conduct the Company's affairs so that any direct operating activities remain incidental
-  to the Company's primary purpose as a holding company.</p>
-
-  <h2>2. Registered Office and Registered Agent</h2>
-  <ul>
-    <li><b>Principal office:</b> 759 Boxwood Drive, South Bend, IN 46641</li>
-    <li><b>Registered agent:</b> Samuel S. James, serving as his own registered agent.</li>
-    <li><b>Registered office address:</b> 759 Boxwood Drive, South Bend, IN 46641</li>
-  </ul>
-  <p>The Member may change the principal office or registered agent at any time, consistent
-  with Indiana filing requirements.</p>
-
-  <h2>3. Member and Ownership</h2>
-  <p>The sole Member of the Company is <b>Samuel S. James</b>, who holds <b>100%</b> of the
-  Membership Interest. As the only member, the Member is entitled to all allocations,
-  distributions, and voting rights of the Company.</p>
-
-  <h2>4. Management</h2>
-  <p>The Company shall be <b>Member-managed</b>. The Member has full and exclusive authority
-  to make all decisions regarding the Company's business, including, without limitation:</p>
-  <ul>
-    <li>Forming, acquiring, financing, and managing subsidiary entities;</li>
-    <li>Opening and controlling bank and financial accounts;</li>
-    <li>Entering into contracts and acquiring, owning, licensing, protecting, assigning, and
-      managing trademarks, service marks, trade names, domain names, copyrights, software,
-      proprietary systems, trade secrets, patents, marketing assets, branding, and other
-      intellectual property or business assets for itself or any subsidiary;</li>
-    <li>Admitting new members (which would require amending this Agreement — see §12).</li>
-  </ul>
-
-  <h2>5. Subsidiary Management</h2>
-  <p>The Company is authorized to form, acquire, and hold interests in subsidiary limited
-  liability companies and other entities. The Company shall act as the <b>sole member</b>
-  (or controlling owner) of such subsidiaries so that the parent–subsidiary relationship
-  is clearly maintained.</p>
-  <p>To preserve limited-liability protection for the Company, the Member, and each
-  subsidiary, the Member shall:</p>
-  <ul>
-    <li>Keep the Company's assets, accounts, and records <b>separate</b> from those of every
-      subsidiary and from any Member's personal affairs (no commingling of funds);</li>
-    <li>Document ownership of each subsidiary (the Company as sole member) in that
-      subsidiary's own operating agreement;</li>
-    <li>Observe ordinary formalities for the Company and each subsidiary.</li>
-  </ul>
-
-  <h2>6. Capital Contributions and Distributions</h2>
-  <ul>
-    <li><b>Capital contributions:</b> The Member may contribute capital to the Company as
-      needed. Contributions are recorded in the Company's books.</li>
-    <li><b>Distributions:</b> 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).</li>
-  </ul>
-
-  <h2>7. Bank Accounts, Books, and Records</h2>
-  <ul>
-    <li>The Company shall maintain <b>its own bank account(s)</b>, separate from the Member's
-      personal accounts and from every subsidiary's accounts.</li>
-    <li>The Company shall keep accurate books and records of its finances, ownership interests
-      in subsidiaries, and material decisions.</li>
-    <li>Records shall be maintained at the principal office and retained as required by
-      Indiana law.</li>
-  </ul>
-
-  <h2>8. Tax Treatment</h2>
-  <p>As a single-member LLC, the Company is by default treated as a <b>disregarded entity</b>
-  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.</p>
-  <ul>
-    <li><b>EIN:</b> 42-4099038 (IRS Notice CP575G, issued July 27, 2026)</li>
-    <li><b>Fiscal year:</b> Calendar year (January 1 – December 31)</li>
-  </ul>
-
-  <h2>9. Liability and Indemnification</h2>
-  <p>To the fullest extent permitted by Indiana law:</p>
-  <ul>
-    <li>The Member shall <b>not be personally liable</b> for the debts, obligations, or
-      liabilities of the Company solely by reason of being a member; and</li>
-    <li>The Company shall <b>indemnify and hold harmless</b> 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.</li>
-  </ul>
-
-  <h2>10. Succession on Death or Incapacity</h2>
-  <p>If the Member dies or becomes permanently incapacitated, the Member's Membership
-  Interest shall pass to the Member's successor(s) in interest as determined by applicable
-  Indiana law, the Member's will, or other estate disposition.</p>
-  <p>The successor(s) receiving the Member's interest shall be admitted as Member(s) with
-  the same rights the Member held.</p>
-  <p>The Company shall <b>not dissolve</b> solely because of the Member's death or
-  incapacity, and shall continue under the successor Member(s).</p>
-
-  <h2>11. Transfer of Membership Interest</h2>
-  <ul>
-    <li>The Member may assign, pledge, or transfer all or part of the Membership Interest
-      at the Member's discretion.</li>
-    <li>Any transferee that is to hold voting and management rights (rather than purely
-      economic rights) is admitted as a member only upon amendment of this Agreement
-      under §12.</li>
-  </ul>
-
-  <h2>12. Amendments</h2>
-  <p>This Agreement may be amended only by a <b>written instrument signed by the
-  Member</b> (and by all members if additional members are later admitted). Amendments are
-  effective on the date stated in the amendment.</p>
-
-  <h2>13. Dissolution</h2>
-  <p>The Company shall continue in perpetuity unless dissolved by:</p>
-  <ul>
-    <li>The written election of the Member; or</li>
-    <li>Operation of Indiana law.</li>
-  </ul>
-  <p>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.</p>
-
-  <h2>14. Governing Law and Severability</h2>
-  <p>This Agreement is governed by and construed in accordance with the laws of the <b>State
-  of Indiana</b>. If any provision is held invalid or unenforceable, the remaining
-  provisions remain in full force and effect.</p>
-
-  <h2>15. Definitions</h2>
-  <dl class="definitions">
-    <dt>"Company"</dt><dd>SnS Network Solutions Holdings LLC.</dd>
-    <dt>"Member"</dt><dd>Samuel S. James, and any successor or additional member admitted under this Agreement.</dd>
-    <dt>"Membership Interest"</dt><dd>the Member's ownership, economic, and (unless limited) management rights in the Company.</dd>
-    <dt>"Subsidiary"</dt><dd>any entity in which the Company holds a controlling or sole-member interest.</dd>
-  </dl>
-
-  <div class="execution">
-    <h2 style="margin-top:0">Execution</h2>
-    <p>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.</p>
-
-    <p style="margin-top:28px;font-weight:700;letter-spacing:.5px;color:var(--navy)">SOLE MEMBER</p>
-    <div class="sig-line"></div>
-    <div class="sig-label">Signature</div>
-    <p style="margin:0"><b>Printed name:</b> Samuel S. James</p>
-    <div class="sig-line" style="width:40%"></div>
-    <div class="sig-label">Date</div>
-  </div>
-
-</div>
-
-<footer>
-  Review with an Indiana-licensed attorney before signing.
-</footer>
-
-</body>
-</html>

businesses/00-holdings/docs/operating-agreement.md

@@ -1,225 +0,0 @@
-# Operating Agreement for SnS Network Solutions Holdings LLC
-
-**Entity:** SnS Network Solutions Holdings LLC (the "Company")
-**State of formation:** Indiana
-**EIN:** 42-4099038
-**Effective date:** July 28, 2026
-
----
-
-## 1. Formation and Purpose
-
-This Amended and Restated Operating Agreement (the "Agreement") is entered into by the
-undersigned Members, **Samuel S. James**, **Annie Deondria Chatman**, and
-**Richard E. Williams** (each a "Member" and collectively the "Members"), 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). This
-Agreement amends and restates the Company's original single-member operating agreement
-in full, admitting Annie Deondria Chatman and Richard E. Williams as Members effective
-as of the date above.
-
-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
-is not intended to engage in operating or client-facing business, and the Members shall
-conduct the Company's affairs so as to avoid incurring operating liabilities directly.
-
-## 2. Registered Office and Registered Agent
-
-- **Principal office:** 759 Boxwood Drive, South Bend, IN 46641
-- **Registered agent:** Samuel S. James (a Member), serving as his own registered agent.
-- **Registered office address:** 759 Boxwood Drive, South Bend, IN 46641
-
-Samuel S. James, as the Member serving in this role, may change the principal office
-or registered agent at any time, consistent with Indiana filing requirements.
-
-## 3. Members and Ownership
-
-The Company has three Members, holding the following Membership Interests:
-
-| Member | Membership Interest |
-|--------|---------------------|
-| Samuel S. James | 97% |
-| Annie Deondria Chatman | 1% |
-| Richard E. Williams | 2% |
-
-Each Member is admitted with full membership rights — voting, management
-participation, and economic rights (allocations and distributions) — in proportion to
-their Membership Interest, except as otherwise stated in this Agreement. Allocations of
-profit and loss for tax purposes are made in proportion to each Member's Membership
-Interest, unless the Members otherwise agree in writing and as permitted by applicable
-tax requirements.
-
-## 4. Management
-
-The Company shall be **Member-managed**. Each Member has voting rights in proportion to
-their Membership Interest as set out in §3. Actions and decisions of the Company
-require the approval of Members holding a **majority of the Membership Interests**.
-Because Samuel S. James holds 97% of the Membership Interests, he retains sole
-authority to approve or reject any Company decision, 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).
-
-Samuel S. James is designated the Company's day-to-day managing Member, with authority
-to conduct ordinary business on the Company's behalf without a separate vote of the
-other Members.
-
-## 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 Members, and each
-subsidiary, the managing Member shall:
-
-- Keep the Company's assets, accounts, and records **separate** from those of every
-  subsidiary and from any 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:** Members may contribute capital to the Company as needed and
-  as agreed among the Members. Contributions are recorded in the Company's books against
-  each Member's capital account.
-- **Distributions:** Distributions of available cash or profits are made to the Members
-  **pro rata in proportion to their Membership Interests**, at the times and in the
-  amounts the managing Member determines under §4, 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 any 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
-
-With the admission of Annie Deondria Chatman and Richard E. Williams as Members, the
-Company is a multi-member LLC. By default, a multi-member LLC is treated as a
-**partnership** for U.S. federal income tax purposes; each Member reports their
-proportionate share of income and expense (per §3) on their individual return via a
-Schedule K-1. The Members may elect a different classification (for example, taxation
-as a corporation) by filing the appropriate IRS election.
-
-- **EIN:** 42-4099038 (IRS Notice CP575G, issued July 27, 2026)
-- **Fiscal year:** Calendar year (January 1 – December 31)
-
-## 9. Liability and Indemnification
-
-To the fullest extent permitted by Indiana law:
-
-- No Member shall 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** each Member (and any authorized
-  manager or agent) against claims, losses, and expenses arising from the good-faith
-  management of the Company **within the scope of the authority granted under this
-  Agreement**, except for acts of fraud, willful misconduct, bad faith, or acts taken
-  outside that authority.
-
-## 10. Succession on Death or Incapacity
-
-If any Member dies or becomes permanently incapacitated, that Member's Membership
-Interest (economic and management rights) shall pass to that Member's successor(s) in
-interest as determined by applicable Indiana law, that Member's will, or other estate
-disposition.
-
-The successor(s) receiving a deceased or incapacitated Member's interest shall be
-admitted as Member(s) with the same rights that Member held, upon written notice to the
-Company and execution of a joinder to this Agreement.
-
-The Company shall **not dissolve** solely because of a Member's death or incapacity,
-and shall continue under the remaining and successor Member(s).
-
-## 11. Transfer of Membership Interest
-
-- **Economic vs. management rights.** A Member may assign or transfer the **economic
-  rights** (right to distributions/profits) in all or part of their membership interest
-  without that alone making the transferee a member.
-- **Admission as a member.** A transferee is admitted as a member — with voting and
-  management rights — only upon amendment of this Agreement under §12.
-- **Security interests.** A Member may pledge or grant a security interest in their
-  membership interest without that action alone transferring management rights.
-- **Transfer among current Members.** Any transfer of Membership Interest among the
-  current Members does not require a new admission under §12, but shall be recorded in
-  the Company's books and reflected in an amendment updating §3.
-
-## 12. Amendments
-
-This Agreement may be amended only by a **written instrument signed by Members holding
-a majority of the Membership Interests**. 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 Members holding a majority of the Membership Interests; or
-- Operation of Indiana law.
-
-Upon dissolution, the Company's assets shall be applied first to creditors (including
-any Member, if owed), then distributed to the Members pro rata in proportion to their
-Membership Interests, 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"** — each of Samuel S. James, Annie Deondria Chatman, and Richard E.
-  Williams, and any successor or additional member admitted under this Agreement.
-- **"Membership Interest"** — a Member's ownership, economic, and (unless limited)
-  management rights in the Company, expressed as a percentage per §3.
-- **"Subsidiary"** — any entity in which the Company holds a controlling or
-  sole-member interest.
-
----
-
-## Execution
-
-The undersigned, being all of the Members of SnS Network Solutions Holdings LLC, adopt
-and agree to this Amended and Restated Operating Agreement as of the Effective Date
-first written above.
-
-**MEMBER — 97% Membership Interest**
-
-Signature: ______________________________________
-
-Printed name: **Samuel S. James**
-
-Date: ______________________________________
-
-**MEMBER — 1% Membership Interest**
-
-Signature: ______________________________________
-
-Printed name: **Annie Deondria Chatman**
-
-Date: ______________________________________
-
-**MEMBER — 2% Membership Interest**
-
-Signature: ______________________________________
-
-Printed name: **Richard E. Williams**
-
-Date: ______________________________________
-
----
-
-*Review with an Indiana-licensed attorney before signing.*

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: ______________________________________
+
+<br>
+
+*Prepared as a working draft. Review with an Indiana-licensed attorney before signing.*