TINCAN
(terms can be negotiable in beginning stages due to being a startup)
HYBRID FOUNDER-AUTHORITY LLC OPERATING AGREEMEN
OPERATING AGREEMENT OF TINCAN LLC
This Operating Agreement (“Agreement”) is entered into and made effective by the Founder/Manager and the Members of TinCan
ARTICLE I — FORMATION
1.1 Forming
1.2 Name
The name of the Company is:
TinCan
1.3 Principal Office
The Company’s principal office will be designated by the Founder/Manager.
1.4 Purpose
The purpose of TinCan is to operate a financial club, investment education group, community network, or any lawful business activity chosen by the Founder/Manager.
ARTICLE II — MANAGEMENT
2.1 Founder as Permanent Manager
The Company shall be managed solely and exclusively by the Founder, who is the Permanent Manager.
The Founder shall remain Manager indefinitely, and cannot be removed by the Members under any circumstances.
2.2 Final Authority
The Founder shall have absolute and final decision-making authority over all matters, including but not limited to:
Spending and treasury decisions
Investments
Strategy and direction
Rules and policy creation
Membership approvals or removals
Officer/committee appointments
Contracts, obligations, and binding actions
Disputes and disciplinary matters
Amendments to this Agreement
Dissolution or restructuring
2.3 Member Participation
Members may vote, propose ideas, and participate in committees, but all Member decisions are subject to Founder approval.
2.4 Founder Veto Power
> The Founder holds unrestricted veto authority over any Member vote, decision, policy, or action.
A Member vote cannot override the Founder at any time.
ARTICLE III — MEMBERSHIP
3.1 Unlimited Open Membership
The Company permits an unlimited number of Members, subject to final approval by the Founder.
3.2 Admission of Members
A person becomes a Member only when:
1. The Founder approves their membership
2. The Member signs a Membership Agreement
3. The Member pays their monthly $300 contribution
3.3 Removal of Members
The Founder may remove any Member at any time, with or without cause, including but not limited to:
Non-payment
Misconduct
Harassment
Violating rules
Disrupting operations
Threatening Founder authority
Toxic behavior
Removal is final.
3.4 Resignation of Members
Members may resign at any time.
Upon resignation:
They lose all voting and participation rights
They are not entitled to refunds
They forfeit any future distributions
They retain no claim over Company assets
ARTICLE IV — CONTRIBUTIONS & FINANCIALS
4.1 Monthly Contributions
Each Member must pay $300 per month.
Failure to pay may result in removal.
4.2 Treasury Control
The treasury and all Company assets are controlled exclusively by the Founder.
Members have no independent authority to:
Spend Company funds
Direct investments
Bind the Company
Access bank accounts
4.3 Spending Rules
All spending—regardless of amount—requires Founder approval.
The Founder may optionally appoint a Treasurer, who:
Can propose transactions
Cannot execute transactions alone
Must operate under Founder oversight
4.4 Distributions
Distributions (if any) are:
At the sole discretion of the Founder
Not guaranteed
May be reinvested into the Company
Not required to be equal
Members have no automatic right to profits.
ARTICLE V — MEMBER VOTING
5.1 Voting Rights
Members may vote on:
Community decisions
Activities
Small internal matters
Advisory proposals
Social events
5.2 Binding or Advisory
Member votes are advisory only unless the Founder declares otherwise.
5.3 Founder Override
The Founder may override, cancel, deny, or modify any Member vote or decision.
5.4 No Collective Authority
Members cannot:
Call binding votes
Pass motions
Amend this Agreement
Gain control of the treasury
Remove or limit the Founder
Change Member contribution amounts
ARTICLE VI — LIABILITY & PROTECTION
6.1 Limited Liability
The Founder and Members are protected by the LLC structure from personal liability for Company debts.
6.2 No Derivative Actions
Members waive the right to pursue:
Derivative suits
Actions against the Founder
Claims over business strategy
Challenges to treasury decisions
ARTICLE VII — OFFICERS & COMMITTEES
7.1 Officers
The Founder may appoint officers such as:
Treasurer
Secretary
Compliance Officer
Community Manager
Officers serve at the Founder’s pleasure.
7.2 Committees
Members may form committees, but all committee actions require Founder approval.
The Founder may dissolve any committee at any time.
ARTICLE VIII — AMENDMENTS
8.1 Amendment Authority
Only the Founder may amend, modify, update, or rewrite this Agreement.
Member votes cannot amend this Agreement.
ARTICLE IX — DISSOLUTION
9.1 Founder Authority
Only the Founder may dissolve or wind up the Company.
9.2 Distribution of Assets
Upon dissolution, the Founder decides:
How assets are liquidated
Who receives distributions
How obligations are handled
Members do not have automatic rights upon dissolution.
ARTICLE X — MISCELLANEOUS
10.2 Severability
If any clause is invalid, the rest remains in effect.
10.3 Entire Agreement
This Agreement supersedes all prior verbal or written agreement