sns-network-solutions/businesses/01-networking/docs/operating-agreement.md

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]

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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.

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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.