sns-network-solutions/businesses/00-sns-holding/docs/operating-agreement.md

# 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.*