AClareCorp 360-degree Brand Implementation

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🚀✨ AClare, LLC (also known as AClareCorp) Operating Agreement (– June 2, 2025) ✨🚀

Adopted and ratified by the AClareCorp Monthly Stakeholders Meeting on June 2, 2025 🎉🙌📋

• 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 🔄🚀🏛️

• Name:
  The name of the limited liability company is AClare, LLC, also doing business as AClareCorp (hereinafter “Company,” “AClare,” or “AClareCorp”). 🚀
   
• 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. 🏢📲
   
• 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. 🗓️✅
   
• 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. 🖋️📂
   

• 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). 💯
     

• Unit Structure:
   
  • Company authorizes 1,000,000 Membership Units (“Units”)—each with equal economic & voting rights. Initial issuance: 1,000,000 Units to Founder. 💰🔢
     
• 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. 🔒🏆
     

• Company authorizes TWO classes of Units:
   
  • 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, recall to maintain 20%; reallocate from Treasury or new issues if needed. 📐🔁
       
  • 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). 🚫
     

• Founder Contribution:
  Founder contributed services & initial IP (brand assets, AClare logo, AIA codebase) for 1,000,000 Units. 🛠️🎨
   
• Additional Contributions:
  New Members (by Founder’s unanimous consent) may contribute cash/property. 💵🏢
  Manager sets Unit valuation at contribution time. ⚖️
   
• Capital Account:
  Each Member has a Capital Account tracking contributions, allocations of profits/losses, & distributions. 📊💼
   

• 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. 💸
   
• 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. 🖋️
   

• 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. 👨‍💼✅
   

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

• Consent:
  Since Founder owns 100%, any Member action needing approval is by unanimous written consent of all outstanding Units
   

(Founder). 📄🖋️

• Annual Meeting:
  An annual meeting will be held each year, no later than the last day of the month of the anniversary of the formation of the LLC. 🗓️
   
• Quorum & Voting:
  Quorum: 50% of outstanding Units. Voting: Majority of Units present (or unanimous if required). 🗳️
   

• The fiscal year of the Company will begin on January 1st and end on December 31st of each year. 📅
   

• Distributions will be made at the discretion of the Managing Member, subject to available funds and the approval of the Audit & Finance Committee (when formed). 💸
   

• The Company will dissolve upon:
   
  • Founder’s death, incapacity, or resignation
     
  • Sale of substantially all assets, or
     
  • By majority consent of Members (when more than Founder exists) 📜🖋️
     

• The Company will indemnify the Founder and any Officers or Employees for acts taken in good faith within the scope of their duties. 🛡️
   

• The liability of the Founder, Officers, and Members will be limited to the extent provided by applicable law. ⚖️
   

This operating agreement outlines the essential governance and operational structure for AClare, LLC (AClareCorp) and includes provisions related to capital structure, management, member interests, and the dissolution process. It ensures that all activities are aligned with federal and state regulations, while maintaining a focus on strategic growth and long-term success.