AClareCorp 360-degree Brand Implementation

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🚀✨ AClare, LLC (also known as AClareCorp) Operating Agreement (– June 2, 2025) ✨🚀
🚀✨ AClare, LLC (also known as AClareCorp) Operating Agreement (– June 2, 2025) ✨🚀
Adopted and ratified by the AClareCorp Monthly Stakeholders Meeting on June 2, 2025 🎉🙌📋 Quick Reference Top Sheet

• Entity: AClare, LLC (AClareCorp) 🚀
• Formation Date: June 2, 2025 (Illinois LLC) 🗓️✅
• Principal Office: 9125 South Bennett, Unit C, Chicago, IL 60617 🏢
• Contact:
  • 🌐 www.AClareCorp.com
  • 📞 (708) 620-6169
  • 📧 Admin@AClareCorp.com
• Registered Agent: ZenBusiness, 5511 Parkcrest Drive, Suite 103, Austin, TX 78731 (engaged solely to file initial formation paperwork; no ownership or vested interest) 🖋️📂
• Purpose Overview: 🌟
  • Strategic branding, consulting & game design (Argue in the Affirmative) 🎨🎲
  • Interactive media development & commercialization 📱💡
  • Telecom infrastructure R&D (broadcast, VoIP, BCI) 🛰️📶
  • Space exploration & satellite activities 🚀🌌🛰️
  • Music acquisition/branding (“Sex Shooter” by Apollonia 6/Prince) 🎵🎤
• Capital Structure: 1,000,000 Units 💰
  • 40% Preferred Units 🏆
  • 60% Common Units 📈
  • Founder must retain 20% of Preferred at all times 🔒
  • No non-Founder may hold >19% of total Units 🚫
• Governance: Manager-Managed by Founder, Clarence D. Hawkins, MBA 👨‍💼🎓
  • Officer roles: CEO, CTO, COO, CFO, Secretary/Treasurer, CMO, CEdO 🎩💼
  • Phased committee enactment based on milestones (Tech & R&D, Comp & HC, Audit & Finance, Executive) 🔄📊
• Compliance: Federal/State grant & loan CFR refs 📜
  • 2 C.F.R. Part 200, 13 C.F.R., 34 C.F.R., 805 ILCS 180
• Other Provisions: Transfer restrictions, ROFR, withdrawal, dissolution, record-keeping, indemnification 🔐📝

🌟 AClare, LLC (AClareCorp) Operating Agreement (Draft – June 2025) 🌟Phased Enactment Aligned with Growth Strategy 🔄🚀🏛️ Article I | Formation & Corporate Identity

1. Name. The name of the limited liability company is AClare, LLC, also doing business as AClareCorp (hereinafter “Company,” “AClare,” or “AClareCorp”). 🚀
2. Principal Office & Contact. The principal office is located at 9125 South Bennett, Unit C, Chicago, IL 60617. The Company’s website is www.AClareCorp.com and its primary contact number is (708) 620-6169. The Manager may establish additional offices as needed. 🏢📲
3. Formation. AClare, LLC (AClareCorp) was formed as an Illinois limited liability company by filing Articles of Organization with the Illinois Secretary of State on June 2, 2025. 🗓️✅
4. Registered Agent. ZenBusiness, 5511 Parkcrest Drive, Suite 103, Austin, TX 78731 (engaged solely as a paid service to file the initial formation paperwork; ZenBusiness holds no ownership or vested interest in the Company). Manager may update as needed. 🖋️📂

🎯 Article II | Members & Capital Structure📌 Section 2.1 | Initial Member

• Founder & Sole Member.
  • Name: Clarence D. Hawkins, MBA (the “Founder” or “Managing Member”) 👨‍💼🎓
  • Initial Membership Interest: 100% of Membership Units (1,000,000 Units authorized, all issued to Founder). 💯

  💡 Section 2.2 | Membership Interests

1. Unit Structure. Company authorizes 1,000,000 Membership Units (“Units”)—each with equal economic & voting rights. Initial issuance: 1,000,000 Units to Founder. 💰🔢
2. Permissions & Restrictions.
   • No Member (other than Founder) may hold > 19% of outstanding Units at any time. 🚫📊
   • If Issuance/Transfer causes non-Founder to exceed 19%, excess Units automatically revert to Company as Treasury Units—held in trust and reallocated only at Founder’s direction. 🔄🗃️
   • Founder’s Preferred Minimum: Founder must hold at least 20% of outstanding Preferred Units at all times. Any transfer reducing below 20% is void. 🔒🏆

   🏷️ Section 2.3 | Classes of Units

• Company authorizes TWO classes of Units:
  1. Preferred Units (40% of total = 400,000 Units) 🏅
     • Economic Rights: In liquidation/dissolution, Preferred holders get original issue price + any declared/unpaid distributions first. Then, share pro rata with Common. 💸🔀
     • Voting Rights: 1 vote per Preferred Unit; Preferred Units vote as single class. 🗳️
     • Distribution Rights: Distributions may be declared on Preferred at a rate approved by CFO & Audit & Finance Committee—must be reasonable market rate. 💵📈
     • Conversion Rights: Convertible one-for-one into Common Units at holder’s option (adjust for splits/recaps). 🔄
     • Founder’s Required Minimum Holding: Founder must always hold ≥ 20% of outstanding Preferred. If Outstanding Preferred changes, recalc to maintain 20%; reallocate from Treasury or new issues if needed. 📐🔁
  2. Common Units (60% of total = 600,000 Units) 🏅
     • Economic Rights: After Preferred preferences, Common shares pro rata in remaining distributions. 💵
     • Voting Rights: 1 vote per Common Unit; votes together with Preferred as single class. 🗳️
     • Distribution Rights: No preferred distribution rights—participates after Preferred. 🙌
• ❗️ No issuance of Preferred or Common Units may cause non-Founder to exceed 19% (see Section 2.2). 🚫

💰 Section 2.4 | Capital Contributions

1. Founder Contribution. Founder contributed services & initial IP (brand assets, AClare logo, AIA codebase) for 1,000,000 Units. 🛠️🎨
2. Additional Contributions.
   • New Members (by Founder’s unanimous consent) may contribute cash/property. 💵🏢
   • Manager sets Unit valuation at contribution time. ⚖️

1. Capital Account. Each Member has Capital Account tracking contributions, allocations of profits/losses, & distributions. 📊💼

🔄 Section 2.5 | Issuance of New Units & Right of First Refusal (ROFR)

1. ROFR.
   • Before issuing new Units or transferring existing to third party, Company & Founder have first crack at buying on identical terms. Notice must be 30 days prior. 📅🔍
   • If Company/Founder decline, existing Members (non-Founder) can purchase subject to 19% cap. 💸

1. Permitted Transfers.
   • Transfers to Founder’s immediate family trusts or controlled entities allowed if transferee signs to be bound by Agreement (incl. 20% Preferred minimum). 👪📜
   • All other transfers need Founder’s prior written consent. 🖋️

   🛠️ Article III | Management & Governance🔧 Section 3.1 | Management Structure

• Manager-Managed LLC. AClare is Manager-Managed. Founder (Clarence D. Hawkins, MBA) is Managing Member & sole Manager—holds full authority to run operations. No Member voting needed for day-to-day decisions, unless specified. 👨‍💼✅

🏆 Section 3.2 | Powers & Duties of the Managing Member

1. General Powers. Managing Member has all powers to operate, manage, & control Company, including:
   • Contracting, hiring/firing employees & contractors, entering agreements. 🤝
   • Approving capex, R&D projects, & strategic partnerships (with committee oversight when active). 💵🔬
   • Managing cash flow & approving distributions per Article VI. 💸

1. Fiduciary Duties. Managing Member owes loyalty & care duties, incl. conflict-of-interest obligations. ❤️⚖️
2. Delegation. Managing Member may delegate authority to officers (COO, CFO, CTO) or committees (once formed)—but remains ultimately responsible. ⚙️🔄

✍️ Section 3.3 | Written Consent of Members

• Since Founder owns 100%, any Member action needing approval is by unanimous written consent of all outstanding Units (currently just Founder). 📜🖋️

🤝 Section 3.4 | Advisory Committees (Enacted Phases 1–4)

To ensure scalable governance, Managing Member may form advisory committees. Committees only advise unless delegated authority in writing.

1. Technology & R&D Committee (Phase 1, upon BCI Pilot).
   • Members: Managing Member + 2 technical advisors. 👩‍🔬👨‍🔧
   • Scope: Oversee Edge Node architecture, BCI signal pipeline, broadcast encoding. 🛰️🔌
   • Effective: December 1, 2025. 📅

1. Compensation & Human Capital Committee (Phase 2, after hiring COO/CFO).
   • Members: Managing Member + 2 external comp/HR advisors. 👥
   • Scope: Recommend compensation, benefits, & ESOP policies. 💼📈
   • Effective: July 1, 2026. 📅

1. Audit & Finance Committee (Phase 2, after $1M revenue).
   • Members: Managing Member + 2 independent financial advisors. 💸📊
   • Scope: Oversee budgeting, financial reporting, external audits, risk mgmt. 🔍
   • Effective: July 1, 2026. 📅

1. Executive Committee (Phase 2, upon Series A).
   • Members: Managing Member + 2 appointed members/advisors. 👥
   • Scope: Authority for urgent matters between Member meetings (subject to ratification). 🚨
   • Effective: August 1, 2026. 📅

   🏅 Section 3.5 | Officers & Titles

Managing Member may appoint officers for day-to-day functions. Initially defined roles; more can be added.

1. Chief Executive Officer (CEO).
   Clarence D. Hawkins, MBA (Managing Member) serves as CEO—drives strategy & capital allocation. 👨‍💼📈
2. Chief Technology Officer (CTO) – Phase 1 (Effective June 2, 2025).
   • Oversees software/hardware dev (VoIP backend, Edge Node orchestration, BCI pipeline, streaming platform). 💻🛠️
   • Reports to Managing Member; ensures code audits & aligns dev roadmap with growth. 🔍🗺️

1. Chief Operating Officer (COO) – Phase 2 (Effective July 1, 2026).
   • Manages consulting services, affiliate operations, & daily workflows. 🔄📋

1. Chief Financial Officer (CFO) – Phase 2 (Effective July 1, 2026).
   • Leads financial planning, budgeting, & reports to Audit & Finance Committee. 💵📊

1. Secretary & Treasurer (Combined Role) – Phase 1 (Effective June 2, 2025).
   • Maintains records, meeting minutes, & banking transactions. 📑💳

1. Chief Medical Officer (CMO) – Phase 3 (Effective upon hiring).
   • Role Overview: Lead medical/clinical research, oversee grant apps & compliance, drive med-tech R&D (telehealth over network, BCI health apps). 🩺🔬
   • Key Responsibilities:
     • Grants Mgmt:
       • Identify/evaluate federal, state & private grants (NIH, HHS, NSF, USDA) aligned with medical R&D goals. 💡📜
       • Develop/submit proposals—budget, narratives, compliance (2 C.F.R. Part 200, 45 C.F.R. Part 75). 📝✅
       • Post-award: monitor milestones, manage budgets, progress reports, audit readiness. 📈🔍
     • Clinical R&D Oversight:
       • Design & oversee clinical trials/pilot studies—secure IRB approvals & FDA compliance (21 C.F.R. Parts 50, 56). 🏥⚖️
       • Partner with CTO & R&D Committee to integrate med data into infrastructure—ensure HIPAA compliance & data security. 🔒💾
       • Evaluate emerging med/health tech for integration (telemedicine, remote monitoring). 📲🚑
     • Medical Strategy & Partnerships:
       • Forge relationships with academic institutions, hospitals, research orgs for studies & validation. 🏥🤝
       • Liaise with FDA, DEA & medical boards—ensure regulatory compliance & approvals. 🏛️📋
       • Advise Managing Member on med-policy, ethics & strategy. 📊✨
   • Qualifications:
     • M.D./D.O. with board certification in relevant specialty. 🎓🩺
     • ≥ 7 yrs experience in clinical research, grant writing & mgmt. 📚✍️
     • Proven track record securing NIH/federal grants. 🏆
     • CFR/regulatory knowledge. 📜✅
     • Med device/digital health R&D experience preferred. 🤖❤️
   • Reporting: Reports to Managing Member; collaborates with CTO, CFO & R&D Committee. 🤝

1. Chief Education Officer (CEdO) – Phase 3 (Effective upon hiring).
   • Role Overview: Lead educational initiatives, develop training programs for teams & partners, manage educational grants & partnerships. 🎓📚
   • Key Responsibilities:
     • Educational Program Dev:
       • Design/implement training curricula for digital literacy, telecom usage & BCI apps (schools, healthcare providers, internal staff). 🖥️🏫
       • Work with CTO & CMO to integrate modules into AClare platform (e-learning portals, webinars). 🌐💻
     • Grants & Funding:
       • Identify/pursue educational grants (DOE, NSF, state) to fund programs. 💡💰
       • Prepare proposals, budgets & compliance docs (2 C.F.R. Part 200; 34 C.F.R. Part 75). 📝✅
       • Manage post-award: reporting & audit coordination. 📊🔍
     • Partnerships & Outreach:
       • Forge partnerships with educational institutions, nonprofits & gov agencies to expand impact. 🏫🤝
       • Represent AClare at conferences, workshops & community events. 🎤🌍
     • Measurement & Evaluation:
       • Develop metrics & eval frameworks to gauge program effectiveness & learning outcomes. 📈🎯
       • Report regularly to Managing Member & stakeholders. 📑📢
   • Qualifications:
     • Advanced degree in Education, Instructional Design, or similar. 🎓✏️
     • ≥ 7 yrs experience in educational program mgmt & grant writing. 🏆📝
     • Familiarity with federal/state education grant regs (34 C.F.R. Part 75; 2 C.F.R. Part 200). 📜✅
     • Experience w/ e-learning tech & educational analytics. 📊💻
   • Reporting: Reports to Managing Member; collaborates with CTO, CMO, CFO & future Education Advisory Committee. 🤝

All officers serve at Managing Member’s pleasure & can be removed at any time. Vacancies filled by Managing Member. 🖋️🚀

🗓️ Article IV | Member Meetings, Voting & Consents🕒 Section 4.1 | Member Meetings

1. Annual Member Meeting.
   • Held each year on/before April 30. Initially a formality (Founder is sole Member) to review financials & approve budgets. 📅📈

1. Special Member Meetings.
   • May be called by Managing Member or any Member holding ≥ 15% of Units (once non-Founder Members exist). 🔔
   • Notice: ≥ 15 days prior (written). 📝

1. Quorum.
   • Constitutes Members holding ≥ 51% of outstanding Units. Once more Members exist, quorum rules apply accordingly. 📊

1. Electronic Participation.
   • Members may attend via phone/video. Attendance counts toward quorum; votes can be electronic if secure. 🎥📞

   🗳️ Section 4.2 | Voting Rights & Thresholds

1. Voting Power. Each Unit = 1 vote. Unless higher threshold specified, majority of votes cast at meeting/consent needed for approval. 👍👎
2. Founder Veto. For matters affecting 19% cap (Article II), Founder’s 20% Preferred minimum, or Agreement amendments (Article XI), need affirmative vote of Members holding ≥ ⅔ of outstanding Units including Founder. ✋🛑

✒️ Section 4.3 | Written Consent of Members

• Any Member action requiring approval may be done via written consent signed by all outstanding Members (no meeting needed). 📝✍️

🚫 Article V | Restrictions on Transfer; Redemption; Buyback🚧 Section 5.1 | Transfer Restrictions

1. General. No Member may transfer Units without following Section 5.2 or obtaining Founder’s written consent. 📜🚫
2. Excess Ownership Reversion. If transfer/issuance causes non-Founder to exceed 19%, excess automatically reverts to Company as Treasury Units for Founder’s direction. 🔄🗃️
3. Founder’s Preferred Minimum: Any attempted Founder transfer reducing Founder’s Preferred < 20% of outstanding Preferred is void. ❌

🔁 Section 5.2 | Right of First Refusal (ROFR) & Repurchase

1. ROFR.
   • Member wanting to sell/transfer Units must first offer to Company via written notice (price & terms). Company has 30 days to accept. ⏳📄
   • If Company declines, Founder has 15 days to accept. ⏳🙋‍♂️
   • If both decline, existing Members may buy subject to 19%. If not exercised, Member may transfer to third party under identical terms within 90 days; else offer expires. ⏳🔒

1. Company Buyback upon Death/Incapacity.
   • Upon Member’s death/incapacity, Company may buy back Units at Fair Market Value (FMV, independent appraisal) within 180 days. If Company declines, heirs may hold Units if bound by 19% cap & Founder’s Preferred minimum. 🏦⚖️

1. Permitted Transfers.
   • Transfer to Founder’s controlled entities/trusts allowed if transferee joins Agreement and does not violate 19% cap or Founder’s 20% Preferred minimum. 🔍⚖️
   • Founder transfers among his controlled entities/trusts allowed if transferee bound by terms. 🤝

   💵 Section 5.3 | Redemption & Buybacks

1. Treasury Units. Units reverted under Section 5.1/5.2 become Treasury Units. 🏢
2. Use of Treasury Units.
   • Company may reissue Treasury Units to new Members, employees, or advisors (Founder’s approval), provided no one gets > 19% (except Founder’s Preferred minimum maintained). 🔄
   • Upon voluntary withdrawal (Article VIII), Founder may direct repurchase of withdrawing Member’s Units at FMV. 💵

   💸 Article VI | Allocations, Distributions & Tax Treatment📊 Section 6.1 | Allocations of Profits & Losses

1. Tax Year. Fiscal year ends December 31. Profits, losses, deductions & credits allocated to Members pro rata by Units. 🗓️📈
2. Special Allocations. If IRC §704(b) adjustments needed, Managing Member makes allocations to minimize disparities. ⚖️

💵 Section 6.2 | Distributions

1. Timing. Distribute available cash (after ops, reserves & capex) at least quarterly. Managing Member may adjust based on cash flow & cap requirements. 💰🔄
2. Pro Rata Basis. Distributions pro rata by Units—except Founder can take smaller distribution to reinvest, provided Founder retains 20% Preferred minimum. 🏆🔒
3. Reserve Fund. CFO allocates ≥ 15% of net income each quarter for next quarter’s capital requirements (R&D, edge deployments). 🔐

📑 Section 6.3 | Tax Treatment

• Company treated as a partnership for U.S. federal & Illinois state tax unless Members unanimously elect otherwise. Each Member gets a Schedule K-1 annually. 🧾📜

📚 Article VII | Books, Records & Accounting

1. Books & Records. Maintain complete & accurate books, ledgers, & records at principal office, including:
   • Member register (name, address, Units held) 📒
   • Capital Account ledgers 📈
   • Minutes of Member & committee meetings 📝
   • Tax returns & financial statements 📊

1. Inspection Rights. Any Member/authorized rep can inspect & copy records during normal business hours with reasonable notice. 🔍🕒
2. Accounting Methods.
   • Financial statements on accrual basis under GAAP. 🧾
   • Annual financials audited/reviewed by independent CPA once revenue > $1M (per Audit & Finance Committee). 📆✅

   ⚖️ Article VIII | Withdrawal & Dissolution🚪 Section 8.1 | Voluntary Withdrawal

1. Member Withdrawal. No Member (other than Founder) may withdraw until 24 months after admission. ⏳
2. Notice. Withdrawing Member gives 90 days’ written notice. 📝
3. Repurchase Option. Managing Member may repurchase Units at FMV within 180 days; otherwise, Units stay as Treasury. 💵

🔒 Section 8.2 | Involuntary Withdrawal

• Occurs upon Member’s bankruptcy, incompetency, or death (unless heirs assume 19% cap & Founder’s Preferred minimum). Company has 180 days to repurchase at FMV. If declines, Units become Treasury. 🚫

🏁 Section 8.3 | Dissolution & Liquidation

1. Events of Dissolution. Company dissolves & winds up upon:
   • Decision by Members holding ≥ 75% of Units (including Founder’s consent) 👍
   • Judicial dissolution under Illinois law ⚖️

1. Winding Up.
   • Managing Member winds up affairs: pay/reserve creditor claims, liquidate assets. 🏦📦
   • Distribute remaining proceeds pro rata after debts/liabilities satisfied. 💵

   📈 Article IX | Phased Enactment of Operating Provisions

Certain governance provisions, powers & committees become effective only when defined milestones are achieved.

Phase 1 (Foundation)– Company formation (June 2, 2025) – CTO hire; BCI Pilot launch prep- Sections 2.2 (19% Cap & Reversion; Founder’s 20% Preferred minimum) - Sections 2.3–2.5 (Unit structure, Capital Accounts) - Sections 3.1–3.5 (Mgmt structure, officer roles) - Article IV (Meeting rules; consents) - Article V (Transfer restrictions; ROFR; Founder’s Preferred minimum) - Article VI (Allocations & Distributions) - Article VII (Books & Records) - Article VIII (Withdrawal & Dissolution)June 2, 2025 (Formation)

Activation of Technology & R&D Committee December 1, 2025

Phase 2 (Expansion)– First $1M cumulative revenue – Series A Funding Close- Sections 3.4.2–3.4.4 (Comp & HC, Audit & Finance, Executive Committees) - Sections 3.5.3–3.5.4 (COO & CFO roles; Secretary/Treasurer) - Amended Section II.2 (ESOP up to 10% upon Series A) - Article XI (Amendment threshold requiring Founder + ⅔ Member vote)– $1M revenue: July 1, 2026 – Series A close: August 1, 2026

Phase 3 (Scaling)– AClareTel hits 1,000 paid subscribers (Sep 2027) – Edge Node network ≥ 50 nodes- Enhanced Section II.2 (Quarterly 3rd-party audits for cap compliance; Founder’s 20% Preferred min) - Expanded Section 3.4 (add Amazon, Apple, Starlink Integration subcommittee) - Revised Section IV.3 (Quorum = 60% for major decisions) - Article V.2 updates (stricter repurchase pricing for death/incapacity; enforce Founder’s Preferred min)September 1, 2027

Phase 4 (Maturity)– AClareTV & AClareTel ≥ 2,500 subscribers each – Prep for IPO/major acquisition by Jan 2029- Section 3.4 expansions (possible 7-member committee; Yale-style governance) - Section II.5 (Board-style advisory council; virtual Managers Council) - Article VIII (Liquidity Options Strategy for Units; secondary market rules) - Updated quorum rules: ⅔ of Units for M&A/IPO decisionsJanuary 1, 2028 (Quorum & Committees) June 1, 2029 (Liquidity & Secondary Market Rules)💰

 Article X | Profit Distributions & Debt Financing

1. Debt vs. Equity.
   • Company may borrow (senior debt, convertible notes) if approved by Managing Member & Audit & Finance Committee. 🏦
   • Convertible notes must comply with 19% cap post-conversion. 🔄

1. Profit Distributions.
   • Quarterly distributions per Section VI.1–VI.2. 💵
   • Managing Member may declare special distributions if cash flows exceed reserves—provided Founder’s 20% Preferred min holds post-distribution. 🔄

1. Tax Distributions.
   • Annually distribute sufficient cash to Members for tax liabilities. 💸

   📜 Article XI | Amendments & Restatements

1. Amendment Procedure.
   • Amendments need affirmative vote of Members holding ≥ ⅔ of outstanding Units including Founder’s vote (ensuring Founder’s veto). ✋
   • Proposals circulated ≥ 30 days before meeting or unanimous written consent. 📝

1. Restatement Schedule.
   • Every 3 years (starting June 2028), Managing Member leads comprehensive review & restatement for regulatory, tax, & strategic updates (IPO readiness, new services). 🔄

   🏛️ Article XII | Compliance with Federal & State Grants & Loan Regulations🎯 Section 12.1 | Federal Grant Compliance

1. Uniform Administrative Requirements (2 C.F.R. Part 200). Company complies with Uniform Guidance:
   • Subpart E (Cost Principles): Costs charged to federal awards must be allowable, allocable & reasonable (2 C.F.R. §§200.400–200.475). 💲
   • Subpart F (Audit Requirements): Single audit if federal expenditures > $750K/yr (2 C.F.R. §§200.500–200.521). 🔍
   • Subpart D (Post Award Req’s): Maintain records & reporting (2 C.F.R. §§200.300–200.332). 📑

1. Program-Specific Regulations: For agency programs (NSF, NIH, DoE):
   • NSF Awards (2 C.F.R. Part 510): Uniform guidance for NSF. 🔬
   • NIH Grants (42 C.F.R. Part 52): Public Health Service grant policies & conditions. 🏥

1. Lobbying Restrictions (31 U.S.C. §1352; 2 C.F.R. §200.450): No federal funds for lobbying; certify no appropriated funds used for lobbying (SF-LLL). 🚫🗳️
2. Debarment & Suspension (2 C.F.R. Part 180 & Part 417): Company & principals not debarred or suspended from federal assistance programs. ✅

🏦 Section 12.2 | Federal Loan Compliance

1. SBA Loan Programs (13 C.F.R. Part 120). For SBA 7(a), 504 or other loans: comply with eligibility, use-of-proceeds & reporting. 💼
2. SBA Fraud & Default (13 C.F.R. Part 142). Adhere to SBA fraud prevention, default remediation & collateral rules. ⚖️
3. USDA Rural Business Loans (7 C.F.R. Part 4280): Comply with USDA requirements for application, reporting & fund use. 🌾
4. EIDL (13 C.F.R. Part 123): Follow EIDL eligibility, disbursement & disaster guidelines. 🌪️

🏛️ Section 12.3 | State-Level Grants & Loan Programs

1. Illinois Grant Regulations (20 IL Admin Code Part 700): Adhere to financial assistance award rules, reporting & audits. 📊
2. IL-SSBCI: Comply with state SSBCI fleet for loan guarantees. 🚗
3. ED Grants (30 ILCS 605): Follow state economic dev incentives, matching & reporting. 🏭

🗄️ Section 12.4 | Record-Keeping & Audit Cooperation

1. Record Retention (2 C.F.R. §200.333; 48 C.F.R. §52.215-2): Keep records ≥ 3 yrs post-final report or longer if required. 📅📂
2. Audit Access: Allow access to records & operations by federal/state auditors, Inspectors General, or authorized parties. 🔍
3. Internal Controls (2 C.F.R. §200.303; 2 C.F.R. §200.326): Maintain internal controls—segregation of duties & procurement procedures. 🛡️

🛡️ Section 12.5 | Indemnification & Liability

• Company shall indemnify & hold harmless any Manager, Officer or Employee who acts in good faith under federal/state grant & loan terms (to the extent permitted by law). 🤝

🏛️ Article XIII | Compliance with Illinois LLC Act

1. Comply with Illinois LLC Act (805 ILCS 180): annual reports, registered agent maintenance, & operating agreement provisions. 📜
2. If any provision conflicts with 805 ILCS 180, amend to minimally comply. ✍️

✨ Article XIV | Miscellaneous Provisions

1. Fiscal Year. Ends December 31 each year. 📅
2. Governing Law. Governed by Illinois law; federal regs (CFR) take precedence where state law is silent. ⚖️
3. Severability. If any provision is invalid, rest remains in full force. 🧩
4. No Waiver. Waiver of breach or right must be in writing & doesn’t imply future waivers. 📝
5. Headings. For convenience—don’t affect interpretation. 🗂️
6. Electronic Signatures. Agreement may be executed in counterparts; e-signatures (PDF, DocuSign) are binding. 🖋️💻

🖊️ Signature Page

AClare, LLC (AClareCorp)By signing below, the undersigned adopt, approve & agree to all terms & conditions of this Publishing it to Operating Agreement on AClarecorp.com, effective as of the date indicated. 

📜✨Managing Member & Founder:

Clarence D. Hawkins, MBA
Managing Member, AClare, LLC (AClareCorp) 💼🚀
Date: June 2, 2025

 🗓️🎉 That’s a wrap on our first AClareCorp Monthly Stakeholders Meeting!