Preface

In 2011 we set out to bring internet to all for $5.00 per user, per month. We knew back then to do that that we had to first create a whole new kind of organization place that was designed to foster that goal. Where true north was constantly present and permeated all we do. We also knew we couldn't have middle management and that ownership/control/leadership had to be fully distributed throughout the organization. "Headquarters" such as it is, exists only to serve the members in their mission execution.

We want an organization where incredibly talented individuals are empowered to put their best work into the hands of billions of people, with very little in their way.

This book is an abbreviated encapsulation of our guiding principles. As TSYS Group grows, we hope that these principles will serve each new member joining our ranks.

If you are new to TSYS Group, welcome. Although the goals in this book are important, it’s really member ideas, talent, and energy that will keep TSYS Group shining in the years ahead.

Thanks for being here. Let’s make great things.

How to Use This Book

This book isn’t about fringe benefits or how to set up your workstation or where to find source code. TSYS Group works in ways that might seem counterintuitive at first. This hand- book is about the choices you’re going to be making and how to think about them. Mainly, it’s about how not to freak out now that you’re here.

For more nuts-and-bolts information, there’s an official TSYS Group Doc Repo : TODO link to repo

This book is in the repo, so you can edit it.

Once you’ve read it, help us make it better for other new members. Suggest new sections, or change the existing ones. Add to the Glossary. Or if you’re not all that comfortable editing it, annotate it: make comments and suggestions in ReviewBoard (TODO link to reviewboad).

We’ll collectively review the changes and fold them into future revisions.

  • What is the overall vision?

We envision a world where everyone is able to connect without interference, censorship at a cost always trending lower (as close to zero) as possible.

  • What is the specific startup idea being worked on?

Inexpensive (by the hour) high altitude balloon launch , flight and recovery service of any cubesat payload under 5lbs.

  • What progress has already made/can you make without a co-founder?

Many test flights. Proof of concepts. Build out of R&D and corporate infrastructure. Production of a prototype of the MorsePOD (consumer electronics piece of the overall stack).

  • How does the CEO respond to stress/difficult situations?

Mostly by avoiding them in the first place. Otherwise confronting them head on calmly and rationally.

  • What motivates the CEO?

Lifting the overall GDP share of everyday americans by democratizing internet access.

  • Why does the CEO want to work on a startup?

The need to solve a very big problem. Incumbents will never solve it. The world needs to be better connected by an organization that isn't inherently conflicted (ie google/face3book)

  • What’s the ideal trajectory for you: venture-backed rocket ship, lifestyle business, something in between?

Building a conglomerate of entities (non profit, coop, capital aggregation, not primarily for profit). We plan to produce long term cash flow for our stakeholders. We plan to raise substantial institutional capital and deploy it at industrial scale.

  • What skills do you have; are they complementary? Will you be able to build an initial version of a product together?

20 years of design, building, scaling, securing of systems for a wide range of government and private sector customers.

  • How will this vision be realized?

The short version is to have 100,000 or more balloons up at all times and provide an always on IOT (lora) and end user (IP) serving backbone.

  • Have you taken any outside capital?

Not at this time (August 2021)

  • Why haven't you raised any outside capital?

We are building the structure / systems / processes to successfully onboard large amounts of capital.

  • What types of capital are you raising?

** For seed (non dilutive): SBIR

** For dilutive equity (max 25%): Institutional (Goldman sachs, Blackrock and other long term cash flow oriented funds) (see the operating agreement sections of the handbook for terms we would raise under)

  • Do you require an NDA?

No NDA is necessary for the majority of members. The exception is if you are granted on-going access to trade secrets as part of your mission , you'll be required to execute a confidentiality agreement that is tightly scoped to those secrets and is limited to the term of your membership plus one year.

In rare circumstances, you'll need to sign a perpetual confidentiality agreement, again scoped to the specific trade secrets you'll have access to.

  • What is the structure of the entity?

We are a combination of different corporate forms. The specific structure is a trade secret. Ownership is disclosed to those who execute a membership agreement. You can find the membership agreement in the TSG Handbook.

  • What is the name of the entity?

Suborbital Systems Development Company LLC (Texas LLC) is one we disclose.

  • What is the governance structure of the entity?

We have a (not yet formally elected ) board of directors. The CEO (@ReachableCEO) has personal advisors who aren’t directors but provide him with outside perspective on a variety of matters. YOu can find details on governance at https://governance.turnsys.com .

  • How are folks compensated?

(as of August 2021) No one takes a salary. It’s all a promise of future payout, based on profit interest grants in the LLC.

We are currently working towards SBIR grant. This requires a full time employee (principal investigator ). That person will not have a profit interest, as the operating agreement doesn’t allow for salary if you have a profit interest grant.

Keep in mind, having a profit interest grant is a (very strong) contract , vs employment which is at will.

Your First Day

So you’ve gone through the diligence, vetting, onboarding, and probationary process, you’ve finally been able to become a party to the Operating Agreement! You are in at TSYS Group. Congratulations! and welcome.

TSYS Group has an incredibly unique way of doing things that will make this the greatest professional experience of your life, but it can take some getting used to.

This book was written by members who’ve been where you are now, and who want to make your first few months here as easy as possible.

TSYS Group Facts That Matter

  • TSYS Group is self-funded. We haven’t ever brought in equity based outside financing. Since our earliest days this has been incredibly important in providing freedom to shape the organization and its business practices.

  • TSYS Group does not own its intellectual property. This is far from the norm, in the technology industry. Everything that we produce that we ship to customers is licensed under the AGPLv3 and we do not require copyright assignment. This is to ensure the long term survival of the product against all threats. We value mission integrity and solving the real world digital divide above all else.

  • We seek to surprise and delight everyone who interacts with all aspects of TSYS Group in any way shape or form. That is our daily guiding principal.

  • We fund capabilities with internal cash, ensuring a solid asset base that we can always fallback to.

  • We finance capacity with outside (non equity) funding.

  • We have zero internal cost centers. We outsource all cost centers (e-mail, expense management, inbound voice communications).

  • We self host , both on premise and on leased equipment at offsite facilities.

Welcome to Flatland

Hierarchy is great for maintaining predictability and repeatability. It simplifies planning and makes it easier to control a large group of people from the top down, which is why military organizations rely on it so heavily.

But when you’re a day zero company that’s spent the last decade going out of its way to identify and recruit the most intelligent, innovative, talented people on Earth to be members of the organization, telling them to sit at a desk and do what they’re told obliterates 99 percent of their value.

We want innovators, and that means maintaining an environment where they’ll flourish. That’s why TSYS Group is flat. It’s our shorthand way of saying that we don’t have any middle management, just a highly dedicated senior leadership team (made of up the organization co-founders) and a fully independent Board of Directors (with the power to remove management if necessary) to ensure all stakeholders are fully represented.

All meetings of the Board and leadership are open participation (read only) and our CEO (@ReachableCEO everywhere) is highly responsive to all levels of the organization and external stakeholders.

The organization truly belongs to it's members, it's yours! Yours to steer—toward opportunities and away from risks.

You have the power to green-light projects. You have the power to ship products.

A flat structure removes every organizational barrier between your work and the customer enjoying that work.

Every company will tell you that “the customer is boss,” but here that statement has weight. There’s no red tape stopping you from figuring out for yourself what our customers want, and then giving it to them.

If you’re thinking to yourself, “Wow, that sounds like a lot of responsibility,” you’re right.

And that’s why onboarding new members is the single most important thing you will ever do at TSYS Group.

Any time you vet a potential member, you need to ask yourself not only if they’re exceptionally talented and collaborative but also if they’re capable of literally running this organization, because they will be.

Your First Week

Introduction

You’re not freaking out anymore. In fact, you’re ready to show up to work (wherever and whenever in the world that happens to be because TSYS Group is the first organization with a truly global talent base from day zero) this work block, and then what?

This next section walks you through figuring out what to work on. You’ll learn about how projects work, how cabals work, and how products get out the door at TSYS Group.

Whatever group you’re in, whether you’re building servers, writing documentation, or making art, this section applies to you. It’s crucial that you believe it, so we’ll repeat it a few more times in this uuide.

Why do I need to pick my own projects?

We’ve heard that other companies have people allocate a percentage of their time to self- directed projects. At TSYS Group, that percentage is 100.

Since TSYS Group is flat, members don’t join projects because they’re told to. Instead, you’ll decide what to work on after asking yourself the right questions (more on that later). Members vote on projects with their time and git commits. Strong projects are ones in which members can see demonstrated value; they staff up easily. This means there are any number of internal recruiting efforts constantly under way.

If you’re working here, that means you’re good at your job. Members are going to want you to work with them on their projects, and they’ll try hard to get you to do so. But the decision is going to be up to you. (In fact, at times you’re going to wish for the luxury of having just one person telling you what they think you should do, rather than hundreds.

But how do I decide which things to work on?

Deciding what to work on can be the hardest part of your mission at TSYS Group. This is because, as you’ve found out by now, you were not on-boarded to fill a specific job description.

You were hired to constantly be looking around for the most valuable work you could be doing. At the end of a project, you may end up well outside what you thought was your core area of expertise.

There’s no rule book for choosing a project or task at TSYS Group. But it’s useful to answer questions like these:

  • Of all the projects currently under way, what’s the most valuable thing I can be working on?
  • Which project will have the highest direct impact on our customers? How much will the work I ship benefit them?
  • Is TSYS Group not doing something that it should be doing?
  • What’s interesting?
  • What’s rewarding?
  • What leverages my individual strengths the most?

How do I find out what projects are under way?

Our git server at https://git.turnsys.com/explore is the single project list in the organization. However, the best way to find out is to ask other members. Anyone, really. This can provide additional context, how projects fit into the overall goals etc. Keep in mind that members may be very busy, so please use calendar scheduling heavily!

When you do, you’ll find out what’s going on around the organization and your peers will also find out about you.

Lots of members at TSYS Group want and need to know what you care about, what you’re good at, what you’re worried about, what you’ve got experience with, and so on.

And the way to get the word out is to start telling members all of those things. So, while you’re getting the lay of the land by learning about projects, you’re also broadcasting your own status to a relevant group of members.

Got an idea for how TSYS Group could change how we internally broadcast project/company status? Great. Do it. In the meantime, the Discord Lounge is always open, so plant yourself in it often.

Short-term vs. long-term goals

Because we all are responsible for prioritizing our own work, and because we are conscientious and anxious to be valuable, as individuals we tend to gravitate toward projects that have a high, measurable, and predictable return for the company. So when there’s a clear opportunity on the table to succeed at a near-term business goal with a clear return, we all want to take it.

And, when we’re faced with a problem or a threat, and it’s one with a clear cost, it’s hard not to address it immediately. This sounds like a good thing, and it often is, but it has some downsides that are worth keeping in mind.

Specifically, if we’re not careful, these traits can cause us to race back and forth between short-term opportunities and threats, being responsive rather than proactive.

So our lack of a traditional structure comes with an important responsibility. It’s up to all of us to spend effort focusing on what we think the long-term goals of the organization should be.

Someone told me to (or not to) work on X. And they’ve been here a long time!

Well, the correct response to this is to keep thinking about whether or not your colleagues are right. Broaden the conversation. Hold on to your goals if you’re convinced they’re correct. Check your assumptions.

Pull more members in. Listen. Don’t believe that anyone holds authority over the decision you’re trying to make.

They don’t; but they probably have valuable experience to draw from, or information/data that you don’t have, or insight that’s new.

When considering the outcome, don’t believe that anyone but you is the “stakeholder”. You’re it. And TSYS Group’s customers are who you’re serving. Do what’s right for them.

What about all the things that I’m not getting done?

It’s natural in this kind of environment to constantly feel like you’re failing because for every one task you decide to work on, there will be dozens that aren’t getting your attention. Trust us, this is normal. Nobody expects you to devote time to every opportunity that comes your way. Instead, we want you to learn how to choose the most important work to do.

Can I be included the next time TSYS Group is deciding X?

Yes. There’s no secret decision-making cabal. No matter what project, you’re already invited. All you have to do is either:

(1) Start working on it, or (2) Start talking to all the members who you think might be working on it already and find out how to best be valuable.

You will be welcomed. there is no approval process or red tape involved. Quite the opposite it’s your job to insert yourself wherever you think you should be. Keep in mind that you should take the time to get yourself up to speed. Members have no obligation to take time to get you up to speed. If you do not take the effort to meaningfully contribute, fully expect to be told to "figure it out" or "read the docs" etc.

Teams, Hours, and the Office

Cabals

Cabals are really just multidisciplinary project/product teams.

We’ve self- organized into these largely temporary groups since the early days of TSYS Group.

They exist to get a product or large feature shipped. Like any other group or effort at the organization, they form organically.

Members decide to join the group based on their own belief that the group’s work is important enough for them to work on.

Team leads

Often, someone (ideally two or three someones) will emerge as the “lead” for a project. This member’s role is not a traditional managerial one. Most often, they’re primarily a clearinghouse of information. They’re keeping the whole project in their head at once so that other membes can use them as a resource to check decisions against. The leads serve the team, while acting as centers for the teams.

The lead is responsible for keeping the documentation up to date. Failure to update documentation on a constant basis is a violation of the operating agreement and grounds for immediate termination with prejudice and without review/appeal. No one may become a holder of power by hording knowledge.

Structure happens

Project teams often have an internal structure that forms temporarily to suit the group’s needs. Although members at TSYS Group don’t have fixed job descriptions or limitations on the scope of their responsibility, they can and often do have clarity around the definition of their mission on any given day.

They, along with their peers, effectively create a mission objective description that fits the group’s goals. That description changes as requirements change, but the temporary structure provides a shared understanding of what to expect from each other while the objective is being achievied.

If someone moves to a different group or a team shifts its priorities, each person can take on a completely different role according to the new requirements.

TSYS Group is not averse to all organizational structure—it crops up in many forms all the time, temporarily. But problems show up when hierarchy or codified divisions of labor either haven’t been created by the group’s members or when those structures persist for long periods of time.

We believe those structures inevitably begin to serve their own needs rather than those of TSYS Group’s customers. The hierarchy will begin to reinforce its own structure by hiring people who fit its shape, adding people to fill subordinate support roles. Its members are also incentivize to engage in rent-seeking behaviors that take advantage of the power structure rather than focusing on simply delivering value to customers.

Hours

While members occasionally choose to push themselves to work some extra hours at times when something big is going out the door, for the most part working overtime for extended periods indicates a fundamental failure in planning or communication. If this happens at TSYS Group, it’s a sign that something needs to be reevaluated and corrected.

If you’re looking around wondering why members aren’t in “crunch mode,” the answer’s pretty simple. The thing we work hardest at is onboarding good members, so we want them to stick around and have a good balance between work and family and the rest of the important stuff in life.

If you find yourself working long hours, or just generally feel like that balance is out of whack, be sure to raise the issue with whomever you feel would help.

HeadQuarters / "Office"

TSYS Group is head quartered out of the founders residence in the central texas region. It hosts it's data in that residence and receives all company mail.

It maintains a small shop for the hardware manufacturing aspects of the business.

All meetings are held via Discord (or other VTC platforms if external stakeholders wish to utilize them). Even when members are co-working, they use Gitea issues -> Discourse -> Discord (in descending order of preference and situation dependent) to communicate.

TSYS Group is truly distributed, strives to onboard members all over the world as a matter of course.

Risks

What if I screw up?

Nobody has ever been removed at TSYS Group for making a mistake. It wouldn’t make sense for us to operate that way. Providing the freedom to fail is an important trait of the organization, we couldn’t expect so much of individuals if we also penalized members for errors.

Even expensive mistakes, or ones which result in a very public failure, are genuinely looked at as opportunities to learn.

We can always repair the mistake or make up for it.

Screwing up is a great way to find out that your assumptions were wrong or that your model of the world was a little bit off.

As long as you update your model and move forward with a better picture, you’re doing it right. Look for ways to test your beliefs. Never be afraid to run an experiment or to collect more data.

It helps to make predictions and anticipate nasty outcomes. Ask yourself :

  • “what result would I expect to see if I’m right?”
  • “what result would I expect to see if I’m wrong?”

Then ask yourself:

  • “what do I see?”

If something totally unexpected happens, try to figure out why. There are still some bad ways to fail. Repeating the same mistake over and over is one. Not listening to customers or peers before or after a failure is another. Never ignore the evidence; particularly when it says you’re wrong.

But what if we ALL screw up?

So if every member is autonomously making his or her own decisions, how is that not chaos? How does TSYS Group make sure that the company is heading in the right direction?

When everyone is sharing the steering wheel, it seems natural to fear that one of us is going to veer TSYS Group’s car off the road. Over time, we have learned that our collective ability to meet challenges, take advantage of opportunity, and respond to threats is far greater when the responsibility for doing so is distributed as widely as possible.

Namely, to every member at the organization. We are all stewards of our long-term relationship with our customers. They watch us, sometimes very publicly, make mistakes.

Sometimes they get angry with us. But because we always have their best interests at heart, there’s faith that we’re going to make things better, and that if we’ve screwed up today, it wasn’t because we were trying to take advantage of anyone.

Your First Month

Introduction

You’ve solved the nuts-and-bolts issues. Now you’re moving beyond wanting to just be productive day to day you’re ready to help shape your future, and TSYS Group.

Your own professional development and TSYS Group growth are both now under your control. Here are some thoughts on steering both toward success.

Roles

By now it’s obvious that roles at TSYS Group are fluid. Traditionally at TSYS Group, nobody has an actual title (maybe a broad functional title like "software developer").

This is by design, to remove organizational constraints. Instead we have things we call ourselves, for convenience. In particular, members who interact with others outside the company call themselves by various titles because doing so makes it easier to complete their mission objectives.

Inside the organization though, we all take on the role that suits the work in front of us. Everyone is a designer. Everyone can question each other’s work. Anyone can recruit someone onto his or her project.

Everyone has to function as a “strategist,” which really means figuring out how to do what’s right for our customers.

We all engage in analysis, measurement, predictions, evaluations.

Advancement vs. growth

Because TSYS Group doesn’t have a traditional hierarchical structure, it can be confusing to figure out how TSYS Group fits into your career plans. “Before TSYS Group, I was an assistant technical second animation director in Hollywood. I had planned to be a director in five years. How am I supposed to keep moving forward here?”

Working at TSYS Group provides an opportunity for extremely efficient and, in many cases, very accelerated, career growth.

In particular, it provides an opportunity to broaden one’s skill set well outside of the narrow constraints that careers can have at most other organizations.

So the “growth ladder” is tailored to you. It operates exactly as fast as you can manage to grow. You’re in charge of your track, and you can elicit help with it anytime from those around you.

FYI , we don’t do any formalized member “development” (course work, mentor assignment etc), because for senior members it’s not effective.

We believe that high-performance members are generally self-improving.

Most members who fit well at TSYS Group will be better positioned after their time spent here than they could have been if they’d spent their time pretty much anywhere else.

Putting more tools in your toolbox

The most successful members at TSYS Group are both :

(1) highly skilled at a broad set of things and (2) world-class experts within a more narrow discipline.

Because of the talent diversity here at TSYS Group, it’s often easier to become stronger at things that aren’t your core skill set.

Engineers: code is only the beginning

If you were on-boarded as a software engineer, you’re now surrounded by a multidisciplinary group of experts in all kinds of fields—creative, legal, financial, even psychological.

Many of these members are sitting in Discord with you every day, so the opportunities for learning are huge.

Take advantage of this fact whenever possible: the more you can learn about the mechanics, vocabulary, and analysis within other disciplines, the more valuable you become.

Non-Engineers: program or be programmed

TSYS Group’s core competency is making platforms consisting of hardware and software blended into Turn Key experiences.

Obviously, different disciplines are part of making our products, but we’re still an engineering-centric organization.

That’s because the core of the hardware/software-building process is engineering. As in, writing code.

If your expertise is not in writing code, then every bit of energy you put into understanding the code-writing part of making software is to your (and TSYS Group) benefit.

You don’t need to become an engineer, and there’s nothing that says an engineer is more valuable than you. But broadening your awareness in a highly technical direction is never a bad thing. It’ll either increase the quality or quantity of bits you can put “into boxes,” which means affecting customers more, which means you’re valuable.

Growth and Change

TSYS Group Is Always Growing And Changing

Does it scale?

Concepts discussed in this book sound like they might work well at a tiny start-up, but not at a hundreds-of-people-plus- billions-in-revenue organization.

The big question is: Does all this stuff scale? Well, so far, yes. And we believe that if we’re careful, it will work better and better the larger we get.

This might seem counterintuitive, but it’s a direct consequence of onboarding great, accomplished, capable members. Getting this to work right is a tricky proposition, though, and depends highly on our continued vigilance in recruiting/onboarding.

If we start adding members to the organization who aren’t as capable as we are at operating as high-powered, self-directed, senior decision makers, then lots of the stuff discussed in this book will stop working. We must avoid this at all costs!

Theory Of Growth

We do not have a growth goal. We intend to continue onboarding the best members as fast as we can, and to continue scaling up our business as fast as we can, given our existing

Fortunately, we don’t have to make growth decisions based on any external pressures—only our own business goals. And we’re always free to temper those goals with the long-term vision for our success as a company. Ultimately, we win by keeping the onboarding bar very high.

Adding a great member can create value across the whole organization. Missing out on onboarding that great member is likely the most expensive kind of mistake we can make.

Usually, it’s immediately obvious whether or not we’ve done a great job onboarding someone. However, we don’t have the usual checks and balances that come with having managers, so occasionally it can take a while to understand whether a new member is fitting in.

This is one downside of the organic design of the organization a poor onboarding decision can cause lots of damage, and can sometimes go unchecked for too long.

Ultimately, members who cause damage always get weeded out, but the harm they do can still be significant.

Your Most Important Role - Recruiting

We value “T-shaped” people

That is, people who are both generalists (highly skilled at a broad set of valuable things—the top of the T) and also experts (among the best in their field within a narrow discipline—the vertical leg of the T).

This recipe is important for success at TSYS Group. We often have to pass on people who are very strong generalists without expertise, or vice versa. An expert who is too narrow has difficulty collaborating. A generalist who doesn’t go deep enough in a single area ends up on the margins, not really contributing as an individual.

Recruiting and Vetting Process

To be captured. A large amount of the strategic nuts and bolts is captured in this section, but not the tactical pieces, the processes, how it relates to membership classes etc. Coming very soon!

Theory of Onboarding

How do we choose the right people to onboard?

An exhaustive how-to on onboarding would be a handbook of its own. Probably one worth writing. It’d be tough for us to capture because we feel like we’re constantly learning really important things about how we onboard people.

In the mean time, here are some questions we always ask ourselves when evaluating candidates:

  • Would I want this member to be my boss?
  • Would I learn a significant amount from him or her?
  • What if this member went to work for our competition?

Across the board, we value highly collaborative people. That means people who are skilled in all the things that are integral to high-bandwidth collaboration—people who can deconstruct problems on the fly, and talk to others as they do so, simultaneously being inventive, iterative, creative, talkative, and reactive.

These things actually matter far more than deep domain-specific knowledge or highly developed skills in narrow areas. This is why we’ll often pass on candidates who, narrowly defined, are the “best” at their chosen discipline.

Onboarding well is the most important thing in the universe. Nothing else comes close. It’s more important than breathing. So when you’re working on onboarding participating in an onboarding , vetting, probation loop or innovating in the general area of recruiting—everything else you could be doing is less important and should be ignored!

When you’re new to TSYS Group, it’s super valuable to start being involved in the onboarding process. Ride shotgun with people who’ve been doing it a long time. In some ways, our interview process is similar to those of other companies, but we have our own take on the process that requires practice to learn.

We won’t go into all the nuts and bolts in this book—ask others for details, and start being included in recruiting / onboarding loops.

Why is onboarding well so important at TSYS Group?

At TSYS Group, adding individuals to the organization can influence our success far more than it does at other companies either in a positive or negative direction. Since there’s no organizational compartmentalization of people here,

Bring your friends.

One of the most valuable things you can do as a new employee is tell us who else you think we should hire. Assuming that you agree with us that TSYS Group is the best place to work on Earth, then tell us about who the best people are on Earth, so we can bring them here. If you don’t agree yet, then wait six months and ask yourself this question again.

We’re looking for people stronger than ourselves. When unchecked, people have a tendency to hire others who are lower-powered than themselves. The questions listed above are designed to help ensure that we don’t start onboarding people who are useful but not as powerful as we are. We should hire people more capable than ourselves, not less.

In some ways, onboarding lower-powered people is a natural response to having so much work to get done. In these conditions, onboarding someone who is at least capable seems (in the short term) to be smarter than not onboarding anyone at all. But that’s actually a huge mistake. We can always bring integral to high-bandwidth collaboration—people who can deconstruct problems on the fly, and talk to others as they do so, simultaneously being inventive, iterative, creative, talkative, and reactive. These things actually matter far more than deep domain-specific knowledge or highly developed skills in narrow areas. This is why we’ll often pass on candi- dates who, narrowly defined, are the “best” at their chosen discipline. Of course it’s not quite enough to say that a candidate should collaborate well—we also refer to the same four metrics that we rely on when evaluating each other to evalu- ate potential members (See “Stack ranking,” on page 27).

Q: If all this stuff has worked well for us, why doesn’t every company work this way?

A: Well, it’s really hard. Mainly because, from day one, it requires a commitment to onboarding in a way that’s very different from the way most companies hire. It also requires the discipline to make the design of the company more important than any one short-term business goal. And it requires a great deal of freedom from outside pressure—being self-funded was key. And having a founder who was confident enough to build this kind of place is rare, indeed. Another reason that it’s hard to run a company this way is that it requires vigilance. It’s a one-way trip if the core values change, and maintaining them requires the full commitment of everyone— especially those who’ve been here the longest. For “senior” people at most companies, accumulating more power and/or money over time happens by adopting a more hierarchical culture.

on temporary/contract help to get us through tough spots, but we should never lower the onboarding bar. The other reason people start to hire “downhill” is a political one. At most organizations, it’s beneficial to have an army of people doing your bidding. At TSYS Group, though, it’s not. You’d damage the company and saddle yourself with a broken organization. Good times!

Onboarding is fundamentally the same across all disciplines.

There are not different sets of rules or criteria for engineers, artists, animators, and accountants.

Some details are different like, artists and writers show us some of their work before coming in for an interview.

But the actual interview process is fundamentally the same no matter who we’re talking to.

“With the bar this high, would I be onboarded today?”

That’s a good question. The answer might be no, but that’s actually awesome for us, and we should all celebrate if it’s true because it means we’re growing correctly. As long as you’re continuing to be valuable and having fun, it’s a moot point, really.

Introduction

As part of a shared commitment to good corporate governance, the Board of Directors (“Board”) and Management of TSYS Group (the “Group”) have adopted these shared principles to promote effective governance by:

  • Board of Directors as a whole
  • Board committees
  • Management of the Group entities

The guidelines do not purport to be all encompassing.

Rather they are designed with the Group’s:

  • current business operations
  • diverse ownership
  • all stakeholders
  • unique combination of non profit/for profit/registered investment company components

in mind and will continue to evolve with changing circumstances.

These Guidelines have been adopted and approved by the:

  • Board of Directors
  • Management of the Group entities
  • members of the Group entities

The

  • BoD Manual (this document)
  • Bylaws
  • Operating Agreements

serve as the framework for the governance of the Group.

Organizational Documents And Information of TSYS Group

Articles of Incorporation and Certificates of Formation

The TSYS Group (the "Group") consists of a number of entities.

ERPNext contains the complete entity chart, and each entity has it's state and federal formation documents attached to the entity in ERPNext.

Operating Agreement and By-Laws of the TSYS Group (TSG)

The TSYS Group entities have adopted Operting Agreements (for the LLCs) and By-Laws (for the corporations) that provide governance guidelines for that Group Entity. The Operating Agreement and By-Laws may reference the committee charter for the Board committee that oversees them. Those charters can be found later in this manual.

The current By-Laws and Operating Agreements (minus capital tables for the For Profit entities) are availble at https://governance.turnsys.com . You may also refer to https://git.turnsys.com/explore/repos for history or in progress work on the governing documents.

IRS Documents

The TSYS Group consists of some non profit entities. Information regarding that can be found in ERPNext with the entity attachments.

Financial Records

All financial records belonging to TSYS Group are open for inspection by the Board of Directors at reasonable times upon request to the Group entities CEO/CFO.

Fiscal Year

The fiscal year for the TSYS Group is January 1st to December 31st.

Director Qualifications

The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, backgrounds and relationships useful to the Group’s mission. In choosing directors, the Group seeks individuals who have very high integrity, business savvy, stakeholder orientation and a genuine interest in the Group.

Members of the Board should have:

  • the highest level of professional, business and personal integrity, ethics and values
  • willingness and ability to devote the time necessary to carry out the duties and responsibilities of Board membership
  • a desire to ensure that the Group operations and financial reporting are effected in a transparent manner and in compliance with applicable laws, rules, and regulations
  • a dedication to the representation of the best interests of the Group and all of it's stakeholders.
  • expertise that is useful to the Group and complementary to the background and expertise of the other members of the Board;

Director Responsibilities

The basic responsibility of the directors is to exercise their best judgment to act in what they reasonably believe to be in the best interests of the Group and its stakeholders, and to conduct themselves in accordance with their duties of care and loyalty.

Confidentiality

The proceedings and deliberations of the Board and its committees are confidential. Each Director has a fiduciary obligation to maintain the confidentiality of information received in connection with his or her service as a Director.

Participation in Meetings

Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed to carry out their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities.

Each Director should be sufficiently familiar with the business of the Group, including its assets, liabilities, capital structure, risks and the competition it faces, to ensure active and effective participation in the deliberations of the Board and each committee on which he or she serves.

Directors should also study the materials provided by Management and advisors in advance of the meetings of the Board and its committees and should arrive prepared to discuss the issues presented.

Service on Other Boards

The Board does not have a policy limiting the number of other boards of directors upon which a Director may sit; provided, however, that sitting on another company’s board of directors should not create a conflict of interest or impair the Director’s ability to devote sufficient time to carry out his or her duties as a Director of the Group.

All Directors should consult with the Executive, Governance and Nominating Committee prior to joining the board of another entity.

The Executive, Governance, and Nominating Committee will periodically review all Directors’ outside board memberships.

An Independent Director will advise the Executive, Governance and Nominating Committee before accepting a position on the board, or as an officer of any other entity.

In undertaking a new board or officer position with any other entity, each Independent Director should be guided by the principle that the position should not:

  • present a conflict for the Group or the Independent Director
  • interfere with the Director’s availability and services for the Group

Directors who experience a material change in their job responsibility shall offer to resign from the Board. The Executive, Governance and Nominating Committee, after reviewing the appropriateness of continued Board service under these circumstances, and with input from the Group Chief Executive Officers, will recommend whether the Board should accept such resignation.

Voting for Directors

Please refer to the committee charters for specific instructions on elections to those committees , director terms, election, removal etc and also Operating Agreement or Bylaws as referenced in the committee charters. What follows are general guidelines.

Any nominee for director in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors to be elected) who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, promptly following certification of the stakeholder vote, offer his or her resignation to the Board for consideration in accordance with the following procedures.

All of these procedures shall be completed within 30 days following certification of the stakeholder vote.

The Qualified Independent Directors (as defined below) shall evaluate the best interest of the Group and its stakeholders and shall decide on behalf of the Board the action to be taken with respect to such offered resignation, which can include:

  • accepting the resignation
  • rejecting the resignation
  • maintaining the director but addressing what the Qualified Independent Directors believe to be the underlying cause of the withhold votes in close consultation with the stakeholders
  • resolving that the director will not be re-nominated in the future for election

In reaching their decision, the Qualified Independent Directors shall consider all factors they deem relevant, including:

  • any stated reasons why stakeholders withheld votes from such director
  • any alternatives for curing the underlying cause of the withheld votes
  • the director’s tenure
  • the director’s qualifications
  • the director’s past and expected future contributions to the Group
  • the overall composition of the Board, including whether accepting the resignation would cause the Group to fail to meet any applicable requirements

Following the Board’s determination, the Group shall promptly disclose publicly (through the Board Secretary) the Board’s decision of whether or not to accept the resignation offer.

The disclosure shall also include an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the offered resignation.

A director who is required to offer his or her resignation in accordance with this Section shall not be present during the deliberations or voting whether to accept his or her resignation or, except as otherwise provided below, a resignation offered by any other director in accordance with this Section.

Prior to voting, the Qualified Independent Directors will afford the affected director an opportunity to provide any information or statement that he or she deems relevant.

For purposes of this Section, the term “Qualified Independent Directors” means:

(a) All directors who (1) are independent directors (as defined in accordance with the NYSE Corporate Governance Rules) and (2) are not required to offer their resignation in accordance with this Section.

(b) If there are fewer than three independent directors then serving on the Board who are not required to offer their resignations in accordance with this Section, then the Qualified Independent Directors shall mean all of the independent directors and each independent director who is required to offer his or her resignation in accordance with this Section shall recuse himself or herself from the deliberations and voting only with respect to his or her individual offer to resign.

The foregoing procedures will be summarized and disclosed each year in the Annual Report for the Group’s annual meeting of stakeholders.

Composition of the Board

Board Permament Committees

The Board has six permament committees:

Group wide oversight

  • Audit Committee

  • Executive, Governance, and Nominating Committee

Group component oversight

  • ForProfit Committee

  • NonProfit Committee

  • HFNOC Committee

  • Redwood Committee

You may find the respective charters of the committees later in this manual.

The Board may, from time to time, establish and maintain additional or different committees, as it deems necessary or appropriate.

Functions of the Board

The Board has a duty to oversee the affairs of the Group. In addition to its general oversight of management, the Board also performs a number of specific functions to include the following, which will be discharged either directly by the entire Board , management or through appropriate committees:

  • Selecting, supporting, and evaluating the Chief Executive Officer of Group entities
  • Overseeing succession planning of the Group entities
  • Providing counsel and oversight on the selection, evaluation, development and compensation of senior management across the Group entities
  • Reviewing, evaluating and, approving, the Group entities major strategies, long-term plans, annual operating plans and budgets
  • Overseeing Group performance against broad financial/mission objectives
  • Overseeing the Group’s risk policies and procedures (including market, credit and operational risks), assessing major risks facing the Group and reviewing options for their mitigation
  • Providing advice and counsel to the Chief Executive Officers and other senior management
  • Overseeing the integrity of the Group's financial reporting process and the adequacy of accounting, IT, financial and internal controls
  • Evaluating the overall effectiveness of the Board and its committees, as well as evaluating and recommending appropriate candidates for election as Directors

Board Interaction with Customers, Community Members, Press, Etc.

The Board believes that Management speaks for the Group. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Group, but it is expected that Board members would do this with the knowledge of management and, in most cases, only at the request of Management.

If someone from the press contacts you, politely decline their contact and ask them to utilize the contact channels provided on the Group entity websites.

Role of the Board and management

The roles of the Board and Management are related, but distinct.

Management proposes the Group’s strategy and revises the strategy after the Board’s input before presenting a final strategy for Board approval.

Management then implements the Group’s strategy in the day-to-day operation of its business, reporting regularly to the Board or its Committees on significant events, issues and risks which may materially affect the Group’s financial performance or the achievement of its strategic goals and mission objectives.

The Board is elected as specified in the Group entity governing documents to oversee the long-term health and the overall success of the Group mission.

In discharging that obligation, the Directors recognize that the long-term interests of the Group are advanced by thoughtfully and responsibly addressing the concerns of all stakeholders and interested parties including:

  • employees
  • members
  • customers
  • suppliers
  • government officials
  • the public at large

Terms and term limits

The Board does not believe that it is in the best interests of the Group to establish term limits for directors at this time. Additionally, such term limits may cause the Group to lose the contribution of directors who have been able to develop, over a period of time, increasing insight into the Group's business and therefore can provide an increasingly significant contribution to the Board.

The Board does not have limits on the number of terms a director may serve.

The Executive, Governance and Nominating Committee is responsible for nominating directors for election or reelection.

The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection.

Size of Board

The size of the Board should facilitate substantive discussions of the whole Board in which each Director can participate meaningfully.

The component governing documents and applicable law permit the Board to change its size to not less than three Directors.

The Board will periodically review its size as appropriate and make recommendations to the Stakeholders for any needed changes.

Director Independence

All directors serving on the ForProfit commitee must not be members of the entities the committe oversees.

A 2/3 majority of the Directors serving on the NonProfit committee must be Independent , non executive directors.

To the extent necessary for Redwood Springs Capital Partners and affilliated entities to satisfy Section 15(f) of the 1940 Act or any other applicable requirement, At least 2/3 of Directors on the Redwood Committee shall be persons who are not interested persons of the Group within the meaning of Section 2(a)(19) of the 1940 Act.

Director Access to Management and Advisors

All Directors are invited to contact the Chief Executive Officer of any Group entity at any time to discuss any aspect of the Group’s business.

The Board expects that there will be frequent opportunities for Directors to meet with the Chief Executive Officer and other members of Management, either in Board and committee meetings, or in informal events organized by the Chief Executive Officer.

In connection with the performance of their responsibilities, the Board will seek appropriate access to members of senior management and should use sound judgment to be sure that contacts with Mmembers of Management are not distracting to the business operations of the Group.

Board Meetings

Regular meetings of the Board shall be held quarterly. Special meetings shall be held at other times as the Board may determine is appropriate.

The Chair of the Board is responsible for establishing the agenda for each Board meeting.

Each director is free to suggest items for inclusion on the agenda.

At least once a year, the Board reviews the Group’s long-term plans and the principal issues that the Group will face in the future.

At least once a year, The Board reviews the Group entities Business Plans , budgets and strategies and quarterly reviews Group entity business plans and strategies and progress against them.

Meeting Schedule and Agenda

The Chair of the Board will establish a quarterly and annual schedule of Board meetings.

Special Board meetings may be called at any time.

The Chair of the Board will develop the agenda for each meeting. Any Director may place an item on the Board agenda at any time.

The Chair of each committee, in consultation with the committee members and the appropriate members of Management, will establish a schedule of monthly committee meetings. Special committee meetings may be called at any time in the manner set forth in the committee Charters.

The Chair of each committee, in consultation with the appropriate members of Management, will develop the agenda for each committee meeting. Any Director may place an item on the agenda of any committee at any time.

Private Sessions

Directors may meet in regularly scheduled private session (i.e., without stakeholders or members of management) to properly discharge their responsibilities, foster relationships among Directors or any other reason. The Chair of the Board will establish a schedule of these meetings.

The attendees at a private session may invite others (as appropriate) to participate in all or part of their meetings, including outside advisors or members of management. These private sessions may be called at the request of any Director, in addition to the regularly scheduled sessions.

Formal deliberations or decisions concerning the business and affairs of the Group shall occur only during regular or special meetings of the Board, with stakeholders present, and not at Private Sessions.

The independent directors also shall meet in a separate private session consisting solely of independent directors at least once a year.

Management Succession

Assuring that the Group components have the appropriate successor to their current Chief Executive Officer in the event of their death or disability is one of the Board’s primary responsibilities.

The Group does not anticipate that the Chief Executive Officers of the Group entities will retire other than due to disability.

The Chief Executive Officer of the Group entities, reports annually to the Board on executive management succession planning and makes available, on a continuing basis, their recommendation on succession in the event they were disabled.

The Board shall regularly review succession planning across the Group and the strengths and weaknesses of certain individuals currently employed by the Group entities who could succeed the Chief Executive Officer of the Group entities in the event of their death or disability.

Annual Performance Evaluation

The Executive, Governance and Nominating Committee conducts an annual evaluation to determine whether the Board and its committees are functioning effectively and reports its conclusions to the Board , management and outside stakeholders. The report is public.

Each of the

  • Audit Committee
  • Executive, Governance, and Nominating Committee

separately conducts an annual self evaluation of its performance relative to the requirements of its Charter and reports its conclusions to the Board, management and outside stakeholders. The report is public.

The Board and committee performance is reviewed (at least) annually by the Group Entities management and stakeholders. The report is private.

Public Disclosure of Corporate Governance Policies

The Group posts on its website copies of the current adopted version of :

  • this manual (which includes committee charters, Code of Business Conduct and Ethics)
  • HFNOC Operating Agreement
  • Redwood Operating Agreement (without capital table)
  • For Profit Operating Agreement (without capital table)
  • Non Profit Bylaws
  • the Group's Annual Report
  • Group Information Security Policy

on its governance website at https://governance.turnsys.com

Technology and Information Security

By definition a Director has access to information that could cause serious problems if it were to leave the Group. Therefore, Directors must follow Group Information Security policies.

It is the Board's responsibility to oversee the protection of Group intellectual property in it's possession, including data, information and systems from theft, carelessness, misuse, unauthorized access and vulnerability to cyber attack.

Directors will obtain and maintain appropriate security procedures specified by Group management.

These include cryptographic certificates, two-factor authentication, passwords and any other items the Group management deems necessary.

The Group’s systems and devices are Group property. As such and to the extent allowed by applicable law, Group Manaement reserves the right to monitor their use.

Director and officer liability insurance

The Group does not purchase directors and officers liability insurance for its directors or officers.

Gifts, entertainment & hospitality policy and avoiding conflicts of interest

Conflict Of Interest

A conflict of interest arises when personal interests or divided loyalties interfere with our ability to make sound, objective business decisions on behalf of the Group. To avoid potential conflicts or the perception of a conflict:

  • Be truthful in all statements submitted to the Group
  • Do not improperly use Group property, information or position for personal gain
  • Refrain at all times from self-dealing, such as steering group business or opportunities to benefit you or your family members
  • Use care in dealings between the Group and financial institutions. If you are involved in anyway in the relationship between the Group and a financial institution, you must be sure not to improperly benefit from that relationship because of your position on the Board. If you are unsure about a particular benefit being offered, you should refrain from accepting the benefit.
  • Do not conduct non-Group business in such a manner as to mislead others into believing that you are representing the Group. You must be alert to any actual or potential conflicts of interest, or any situations that might be perceived to be a conflict, and immediately disclose such conflicts to an appropriate representative in Management.

Gifts

Ensure gifts, entertainment and hospitality are appropriate Bona fide business gifts and entertainment can be appropriate and instrumental in cementing good relationships with our business partners.

Never allow gifts and hospitality to place you or the Group in a situation where your objective judgment or compliance with the law might be questioned.

Do not provide or accept gifts or hospitality unless they have a business purpose and are clearly appropriate in the context of a reasonable business relationship.

Never solicit gifts or hospitality

Refuse or return any gift, even a minor one, which appears to be given for the purpose of or with an expectation of reward or influence.

Be particularly aware of the cultural significance of particular gifts in many locations in which the Group does business.

Clearly document all Group related expenses in accordance with relevant policies and procedures.

Before giving or receiving a gift or incurring an entertainment expense, be sure to consult any policies that may apply.

Remember, you are responsible for exercising sound judgment when incurring expenses, even if the expenses fall within defined policy limits.

Discussion of legal matters

Speaking about Group legal matters to others, even to family members or fellow Group associates, may jeopardize the attorney-client privilege that protects the confidentiality of such matters, possibly resulting in the loss of the Group’s right to keep communications with its lawyers confidential from adversaries.

This is a very serious breach, and should be avoided under all circumstances.

Therefore, if a Group lawyer, whether employed by the Group or by an outside law firm, discusses any Group legal matters with you, you may not speak about or tell anyone what was discussed without prior approval of the lawyers who are handling the matter.

These restrictions do not prohibit you from reporting any honest concern you may have of a violation of law to an appropriate government entity, as long as you do not disclose information revealed to you by, in the presence of, or in communication with, a Group attorney, as such information is covered by the attorney-client privilege.

You must be truthful and accurate when dealing with government entities or officials.

Generally speaking, if you have information that may be relevant to a Group legal matter, you should not discuss the information with any one other than a lawyer, even if you do not consider the information confidential.

Aside from the privilege issues, repeating information to others can easily create confusion and turn otherwise, uninvolved people into witnesses.

Insider Trading Policy

Do not disclose or trade on inside information

Insider trading, defined as (i) buying or selling, or causing someone else to buy or sell, securities while in possession of material, non-public information relating to the Group whose securities are being traded, (ii) disclosing or “tipping” material, non-public information to others or recommending the purchase or sale of securities on the basis of such information, or (iii) assisting someone who is engaged in such activities, is prohibited.

Insider trading applies to trading in the securities of not just units of the TSYS Group, but of any company.

Criminal prosecutions for insider trading are commonplace and may result in fines and/or imprisonment.

Any Director or Officer who comes into possession of material, non-public information about the TSYS Group or another company must refrain from trading in that company’s securities until the information has been adequately disseminated to the public.

If a Director or Officer has any doubt about whether or not certain information is non-public or material, he or she should refrain from trading, disclosing, or tipping the information.

Restrictions on your immediate family and household

Insider trading restrictions apply to your family members and others living in your household. You are expected to be responsible for the compliance of members of your immediate family or household.

Political Activities

Directors are welcome to engage as individuals in the political process in any way allowable by law, including but not limited to donating money to the candidates of their choice and volunteering on campaigns.

Directors may contact their elected representatives for any personal reason. It should always be clear to outside observers that these are personal actions and not actions taken on behalf of TSYS Group or its affiliates.

It should always be abundantly clear to outside observers that these are your personal actions and not actions taken on behalf of the Group. Never convey the impression that you speak for the TSYS Group or any of its components in any way when you engage in personal political activities.

Observe all laws governing gifts to government officials, which may include party officials, candidates for political office, as well as elected officials.

Contributing Group assets

Do not contribute, loan, donate, reimburse or otherwise provide any corporate money, services, products or facilities to any political party, candidate, or political committee, in any circumstance, ever.

Always keep in mind that “contribution” is defined broadly, and does not necessarily mean money. It may, under some circumstances, even include the use of Group email to solicit donations or support.

Lobbying

Do not engage in lobbying activities on behalf of the Group with respect to any governmental entity in the United States – federal, state or local.

Do not engage in lobbying activities on behalf of the Group with respect to any non-U.S. government.

TSYS Group conducts all political contributons and lobying soley through a dedicated, independently supervised, heavily regulated, component. All other lobbying or contributions from TSYS Group are expressely forbidden.

Seeking public office

If you wish to seek or accept elected or appointed public office (including local council and government positions) while working at the TSYS Group or any of its companies, you must first seek the authorization of the TSYS Board.

Periodic Review of These Guidelines

These Guidelines will be reviewed annually by the Executive, Governance And Nominating Committee and may be amended by the Board from time to time.

Executve, Governance and Nominating Committee Charter

Role

The role of the Executive, Goverance and Nominating Committee (the “Committee”) of TSYS Group is to assist the Board of Directors (the “Board”) of the Group by:

  • Recommending to the Board corporate governance guidelines applicable to the Group

  • Identifying, reviewing, and evaluating individuals qualified to become members of the Board

  • Reviewing and recommending the nomination of Board members

  • Assisting the Board with other related tasks, as assigned from time to time

Requirements

Committee members shall be generally acquainted with corporate governance and have experience in one or more of the areas of the Committee’s responsibilities.

Membership

The Committee shall consist of :

  • BoD Co Chair (who will be the chair of the Committee)
  • Each of the BoD Permament Committee Chairs (ForProfit, NonProfit, HFNOC, Redwood)

each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. Committee members shall meet the independence requirements of the New York Stock Exchange, as well as all applicable laws and regulations.

Meetings

The Committee shall meet at least once a quarter at the call of the Chair. Additional meetings may occur as any members of the Committee requests or its Chair deems advisable.

Rules

The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

Authorization

The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with:

(a) any provision of this Charter (b) any provision of the Bylaws or Operating Agreements of the TSYS Group entities (c) the laws of the state of Texas

Privileged Communications

Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Group and the Committee will take all necessary steps to preserve the privileged nature of those communications.

Reporting

The Committee shall report to the Board at its meeting following the annual meeting of Group stakeholders and at least one other time per year.

Duties and Responsibilities

The Governance, Compensation and Nominating Committee shall have the following duties and responsibilities, in addition to any others that may be assigned by the Board from time to time:

Annual Board performance and effectiveness review

Annually evaluate and report to the Board on the performance and effectiveness of the Board to assist the directors in fulfilling their responsibilities in a manner that serves the interests of the Group’s stakeholders.

Board Member Recruitment

  • Assist in identifying, interviewing and recruiting candidates for the Board

  • Before recommending an incumbent, replacement, or additional director, review his or her qualifications, including capability, availability to serve, independence, conflicts of interest, and other relevant factors

  • (at least) annually consider any recommendation made by a Group stakeholder for an individual to serve as a replacement or additional director

  • (at least) annually present to the Executive Committee a list of individuals recommended for nomination for election to the Board at the annual meeting of stakehlders

Maintenance of corporate governance guidelines

  • Review corporate governance guidelines at least annually and provide any appropriate recommendations to the Board.

  • Develop and recommend to the Board a set of corporate governance guidelines applicable to the Group.

Performance Review

Submit to an annual review of it's own performance by the Board.

Ongoing charter maintenance

Review and make recommendations about changes to the charter of the Executive, Governance, and Nominating Committee as required in the Committee’s opinion.

Audit Committee Charter

ForProfit Committee Charter

As stated in the Operating Agreement of the Component electing oversight by this committee, any changes to this charer must be approved by unamious written consent of all Members of all components governed under this committee.

Purpose

The ForPofit Committee provides support, guidance and counsel to Management and oversight for the interests of all stakeholders in:

  • RackRental
  • Suborbital
  • Axios Heart Studios

and other affiliated components that may elect oversight by this committee

Director Elections

The Committee shall be elected (at least) yearly by the LLC Members by unanimous written consent. Directors who participate in the Committee shall be appointed soley by the Members and shall serve at the pleasure of the Members.

It has no minimum or maximum size, however it must have at all times, at least 1 Director to serve as the Committee Chair.

Directors may be removed at any time by at least 2/3 written consent of the Members, with or without cause, provided that such action doesn't reduce Committee membership to less than 1 person.

All persons serving on the Committee must be natural persons. All persons serving on the Committee must be indepdent Directors.

Oversight Delegated to Directors

The Company hereby delegate all oversight of the Company to the Committee which shall consist of such number of Directors as may be set from time to time by the Members.

Meetings

The Company Members by resolution may provide for an annual Committee meeting or other regularly scheduled meetings, which may be held without notice as and when scheduled in such resolutions.

Special meetings of the Committee may be called at any time by the Directors, the Committee Chair, the CEO or by any one (1) or more Officers or Members.

The Committee may participate in a meeting by means of conference telephone or similar communications equipment in which all persons participating in the meeting can hear each other, and participation in such a meeting pursuant to this Section shall constitute presence in person at such meeting.

Notice and waiver; quorum

Notice of any meeting of the Committee shall be given to each director personally or by e-mail , or telephone call addressed to such director at such director’s last known e-mail address and/or phone number, at least two (2) days prior to the meeting.

The attendance of a director at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all objections to the place or time of the meeting, or to the manner in which it has been called or convened, except where a director states, at the beginning of the meeting, any such objection or objections to the transaction of business.

A majority of the Committee shall constitute a quorum at any directors’ meeting.

No meeting necessary, when

Any action required by law or permitted to be taken at any meeting of the Committee may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the Committee members.

Such consent shall have the same force and effect as a unanimous vote of the Committee and shall be filed with the Company and recorded in the Records of the Company.

Voting

At all meetings of the Committee, each director shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be determined by a majority vote of the directors present.

Committees

In the discretion of the Committee, the Committee from time to time may elect or appoint, from its own members, an Executive Sub Committee or such other subo committee or committees as the Committee may see fit to establish.

Each such sub committee shall consist of two or more directors, and each shall have and may exercise such authority and perform such functions as the Committee by resolution may prescribe within the limitations imposed by law.

Expense Reimbursement of Directors

Directors shall be entitled to receive such fees and expenses, if any, for attendance at each regular or special meeting of the Committee and any adjournments thereof as may be fixed from time to time by resolution of the Committee, and such fees and expenses shall be payable even though an adjournment be had because of the absence of a quorum.

Directors on either standing or special sub committees may be allowed such compensation as may be provided from time to time by resolution of the Committee for attending sub committee meetings.

Key Responsibities of the Committee (Company Major Decisions)

Requirements of Major Decisions

  • All Major Decisions concerning the business affairs of the Company shall be made by the Committee (and jointly with the Members as applicable in this Agreement).

  • Major Decisions require a formal written request from the Members to the Committee

  • Major Decisions require written approval from 2/3 or greater majority of the Committee

Categories of Major Decisions

  • causing the Company to enter into any agreement which would subject the Company or its assets to any recourse liability for borrowings, or for capital contributions to any Person

  • causing the Company to grant any interests in the assets, profit, and income of the Company

  • causing a dissolution of the Company

  • regarding the Company assets, any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part thereof, or any modification of the terms of the foregoing

  • regarding the Company financial affairs

  • determination of major accounting policies including selection of accounting methods and making various decisions regarding treatment and allocation of transactions for federal and state income, franchise or other tax purposes (these should be cross posted to the Group Audit Committee)

  • determination of the terms and conditions of all borrowings of the Company and the identity of the lender thereof or applicable Budget therefor

  • regarding any Capital Contributions

  • regarding the Company operations, approval of insurance coverages, the underwriters thereof and claims related thereto, the settlement of any litigation that is not fully covered by insurance involving more than $1000.00, entering into any contract which obligates the Company for more than $500.00 (except to the extent expressly set forth in an Annual Budget) or which cannot be cancelled without payment of a cancellation fee or other premium on not more than 30 days prior notice

  • entering into any lease for office space

  • filing of any petition or consenting to the filing of any petition that would subject the Company to a bankruptcy or similar proceeding

  • any other action which, considered before the taking thereof, could reasonably be expected to have a material effect upon the business or affairs of the Company or is a breach of fiduciary duty.

Non Profit Committee Charter

Non Profit Committee Responsibilities

The Non Profit TSYS Group Entities:

  • Americans For A Better Network INC
  • Side Door Group INC
  • Side Door PAC INC

are managed by the Non Profit Committee.

Primary duties of the Committee:

  1. To determine, create, and review the Entities mission and purpose. The Committee ensures that the Entities current mission statement correctly expresses the Entities goals, its means, and the individuals the Entity primarily serves.

  2. Hire, supervise and evaluate the Executive Director.

  3. Ensure that the Executive Director has the support needed to further the mission of the organization.

  4. Participate in organizational planning, assist the Executive Director in implementing and monitoring the plan.

  5. Provide financial oversight including approving the annual budget and ensuring that proper financial controls are in place.

  6. Ensure that the organization is complying with legal and ethical standards.

  7. Board members should be able to articulate Entities mission, accomplishments, and vision to the public.

  8. Recruit new Board members and assess overall Board performance.

  9. Board members should strive to garner support (financial and otherwise) from the community.

  10. Determine, monitor, and strengthen Entities programs and services.

Committee Role in the Operations of Non Profit entities

  1. Refrain from making special requests of the staff.

  2. Suggest nominees to the Committee who can make significant contributions to the work of the Committe and the Entities.

  3. Actively participate in functions and special events, as well as, educate others about the Entities.

  4. Be informed about Entity mission, services, policies, events, and keep up-to-date on developments in the area of internet access equality.

  5. Maintain strict adherence to TSYS Group conflict of interest and confidentiality policies.

Meetings

The Committee meets approximately 10 times each year. The President of the Committee may call special meetings as needed.

The Committee annual meeting is held every September.

The Committee meets every month on the first Tuesday from 7:30 to 9:30 p.m CST

Meetings may be attended remotely through electronic means.

The presence of fifty percent (50%) of the directors at any meeting constitutes a quorum.

Term of Office

Board members are elected to a two-year term of office. The term is without compensation. The Board is made up of 3 to 15 members. Terms begin in November at our annual meeting and expire at the conclusion of the second annual meeting following their election.

A director can only serve for three consecutive terms. Following completion of a director’s term, he or she is eligible for re-election after a one year waiting period.

Orientation

Generally, following appointment of new member to the Committee, an orientation will be conducted. All members of the Committee are expected to participate.

Committee Attendance Policy

The Committee attendance policy helps to ensure full contribution of all Committee members.

The Committee meets at least ten (10) times a year. A Committee attendance problem occurs if:

  1. A Committee member has two (2) unexcused absences in a row meaning the member did not communicate ahead of time to indicate they would be unable to attend.

  2. A Committee member has three (3) excused absences in a row.

If a Committee attendance problem develops, the Committee President will promptly contact the Director to discuss the problem. The Director’s response will be shared by the Committee President with the entire Committee at their next meeting. In that meeting, the Committee will decide what action should take place (if any) regarding future membership. The Committee may choose to initiate removal proceedings.

Officers of the Committee

The officers of the Committee serve one year terms in their respective offices. Any officer of the Committee may be removed by the two-thirds vote of the voting Directors whenever in its judgment the best interests of the Entities will be served.

President

  1. Is a member of the Committee and serves as the chief volunteer of the Entities.
  2. Presides at all meetings of the Committee after developing the agenda with the Entity Executive Directors.
  3. Encourages the Committee role in strategic planning.
  4. Appoints the chairpersons of sub committees, in consultation with the other Committee members.
  5. Plays a leading role in fundraising activities.
  6. Is a partner and liason with the Executive Director in achieving the mission of the Entities.
  7. Reports to the full TSYS Group Board Of Directors on the committee’s decisions and recommendations.

Vice President

  1. Is a member of the Committee.
  2. Performs responsibilities of the Committee President when the President is not available.
  3. Works closely with the Committee President and the Group Entity staff to achieve the mission of the Entities.

Treasurer

  1. Is a member of the Committee.
  2. Assists the Executive Director with fiscal matters of the organization, including account signature and reimbursement authorization of the Executive Director.
  3. Works closely with the Entity's Executive Director to assure financial accountability.
  4. Ensures development and Committee review of financial policies and procedures.
  5. Works with Entity's Executive Director in reviewing the annual budget and financial reports for the Committee.

Secretary

  1. Is a member of the Committee.
  2. Maintains records of the Committee and ensures effective management of the organization’s records.
  3. Manages minutes of the Committee meetings and ensures minutes are distributed to members shortly after each meeting.
  4. Is familiar with legal documents (e.g. Articles of Incorporation, Bylaws, and IRS letters) to note applicability at meetings.

Sub Committees

The Committee can establish sub committees to assist them in conducting their business. Sub Committee meetings are held on an as needed basis. Times and dates are set by the sub committee chairperson. All members of the Committee are expected to serve on at least one sub committee.

Executive Sub Committee

The Executive Sub Committee oversees the operations of the Committee and often acts on behalf of the Committee during on-demand activities that occur between meetings and these acts are later presented for review by the full Committee . The Executive Sub Committee is also responsible for completing an annual performance evaluation for the Entity Executive Director and assists the Entity Executive Director with management and personnel matters.

The Executive Sub Committee is comprised of the officers of the Committee.

Fundraising Sub Committee

This sub committee ensures that funds are raised to enable the Entities to fulfill their mission. The members consider ways to finance the Entities beyond charitable solicitations, e.g. earned income, fees, contracts.

Finance Sub Committee

The Finance Sub Committee recommends policy regarding the Entity finances and assets and ensures adequate financial controls. The members assume responsibility for safeguarding any endowment or reserve funds.

Nominating Sub Committee

The Nominating Sub Committee members ensure the Committee has an effective process and structure in place to conduct business. They are responsible for planning the Committee retreat, sub committee development, ongoing training of Committee members and Committee evaluation.

This sub committee is responsible for recruiting, screening and orienting new Committee members.

Public Relations Sub Committee

This sub committee promotes awareness of the Entities in the community and works to ensure the Entities enjoys a good public image. Members are available to present to community organizations on the role of the Entities and the services they provide.

Ad Hoc

From time to time, an ad hoc sub committee may be formed to accomplish a specific goal and then ceases to exist. Examples of ad hoc committees might include:

  • Capital Campaign

  • Special Events

  • Strategic Planning

  • Facility

Roles and Responsiblities

ActivityBoardExecutive Director
Develop long term goals (more than 1 year)ApprovesRecommends and provides input
Develop short-term goalsMonitorsEstablishes and carries out
Day to day operation of the CenterNo roleMakes all management decisions
BudgetApprovesDevelops and recommends
Capital purchases over $5,000ApprovesPrepares request
Approving expenses over $5,000ApprovesObtains estimates and prepares recommendation
Decisions on building renovations and expansionMakes decisions, assumes responsibilityMakes recommendations
Authorize purchase of suppliesApproves budgetPurchases according to agency need
Minor repairsApproves budgetAuthorizes repairs up to $5,000
Hiring of staffNo roleHires staff
Hiring Executive DirectorResponsible for the hiring of Executive DirectorNo role
Staff assignment and supervisionNo roleResponsible for assigning work and supervising
Terminate staffNo roleMakes final termination decision
Staff grievancesHas a role in grievances process, but only as it pertains to disciplinary actionAll other grievances stop at the Executive Director who is responsible for enforcing policies
Staff salariesAllocates line item for salaries in budgetReviews and make recommendations at time of annual budget
Personnel policiesApprovesRecommends and administers
Staff evaluationEvaluates Executive DirectorEvaluates all other staff
Raising funds to support the EntitiesJointJoint

Committee and Staff Relationships

The Executive Director is responsible for the hiring, termination and daily management and supervision of the Entity staff.

It is important for the Entity members to maintain appropriate roles and boundaries with staff and adhere to rules of confidentiality. For instance, if a staff person or volunteer approaches a Committee member with concerns or complaints about the Entities operation, the Committee member should refer the matter back to the Executive Director.

Commitee Member as representative of Entity

Committee members should be well informed of the mission and goals of the Entities. Each member should strive to educate, inform, and recruit support for the programs in the community.

Bearing in mind, that there may be situations in which Committee members should direct questions posed to them to the Executive Director or President.

The situations may be when a Committee member is unsure of the answer or when:

  • Media involvement in a well publicized case

  • Inappropriate actions by staff or a Committee member

  • Liability or lawsuits

It is important that when a Committee member has a question about a public statement, the Committee member first seek assistance from the organization.

Conflict of Interest

Any duality of interest or possible conflict of interest on part of any Committee member should be disclosed to other Committee members and made a matter of Committee action.

Committee members shall not benefit financially from their association with the TSYS Group.

Any Committee member having a duality of interest or possible conflict of interest on any matter should not vote or use his/her personal influence on the matter and he/she should not be counted in determining the quorum for the meeting.

The minutes of the meeting should reflect that a disclosure was made and that the Committee member abstained from voting.

Committee personal relationships should not be used to influence decisions regarding staff hiring, evaluation, the choice of vendors, or the provision of programs and services.

Committee members should not request staff members to support their political positions or assist in their campaign for public office.

Committee members are not allowed access to confidential organization records simply because of their position on the Committee and should not request staff to breach confidentiality.

High Flight Network Operating CoOp - Committe Charter

To be written soon

Redwood Springs Capital Partners - Committe Charter

To be written soon