Sample · Layer 2
Operating-agreement skeleton
Skeleton operating agreement for a Vermont LLC wrapper entity.
This is an illustrative skeleton. It is not a counsel-prepared operating agreement and is not suitable for execution by any landowner, Wrapper Entity manager, or Landseed officer. Every load-bearing claim is marked (counsel-confirmation required). Real operating agreements must be drafted by Vermont LLC counsel familiar with the architecture’s commitments. Do not use this document to form, amend, or operate any LLC.
This skeleton reduces the six modules (02-governance-templates/02-modules.md) and the Template A configuration (02-governance-templates/templates/A-solo-landowner.md) to operating-agreement form for a hypothetical Tier 1 deployment. It is a skeleton — articles are sketched with their substantive substance and not filled out to definitive-document length. A real operating agreement would expand each article to several pages with full provisions on capital, books and records, distributions in liquidation, indemnification, and the like.
The skeleton focuses on what is architecture-specific: the six modules and how they translate to articles. Standard LLC boilerplate (capital contributions, indemnification, books and records, dissolution mechanics, tax matters partner, etc.) is referenced but not drafted.
OPERATING AGREEMENT OF MAPLE RIDGE CONSERVATION STEWARDSHIP LLC
A Vermont Limited Liability Company
This Operating Agreement is entered into as of [DATE] by and among the Members listed in Exhibit A (Beneficiary Registry), with reference to the Articles of Organization filed with the Vermont Secretary of State on [DATE].
Recitals
A. The Company holds the Verified Ecological Condition Right (“VECR”) in the property commonly known as Maple Ridge, Town of [TOWN], County of [COUNTY], Vermont, conveyed to the Company by Deed of Verified Ecological Condition Right recorded with the [COUNTY] Town Clerk on [DATE] at Volume ___, Page ___ (the “Deed”).
B. The Company exists for the purpose of holding, administering, and economically exploiting the VECR through participation in the Earth Credit registry function operated by Landseed PBC under EC-M-1.1, and for distributing proceeds to its Members in accordance with this Agreement.
C. The Company’s governance is operating-agreement-based, not smart-contract-based. This is a Tier 1 deployment per 02-governance-templates/templates/A-solo-landowner.md. The Company has no on-chain governance contract; its treasury is held in a multi-sig wallet whose disbursements are governed by this Agreement. (counsel-confirmation required: that a Vermont LLC operating agreement may govern multi-sig wallet disbursement as an enforceable matter of LLC internal governance, and that the multi-sig signers’ off-chain authority derives from this Agreement)
D. The Members intend that this Agreement be the exclusive source of governance for the Company, and that the Deed be enforceable on its own terms without reference to this Agreement.
Article I — Definitions
Standard definitions section. Defines: Company, Member, Manager, Beneficiary, Beneficiary Registry, Distribution, Stewardship Reserve, Methodology, Methodology Version, Attestation Receipt, Earth Credit, Multi-Sig Wallet, Designated Custodian, Successor, Voting Class, Supermajority, FPIC Checkpoint (defined for completeness even though not active in Template A), and others.
The Methodology defined here is the same hash-pinned EC-M-1.1 referenced in the Deed at § 2.2.
Article II — Module 1: Beneficiary Registry
(Maps to M1 in 02-governance-templates/02-modules.md)
§ 2.1 Members and admission
The Members of the Company are listed in Exhibit A (the “Beneficiary Registry”). Each Member’s entry in Exhibit A states:
(a) the Member’s legal name and KYC reference (held off-chain by Landseed compliance per § 2.4);
(b) the Member’s role (Landowner, Family Member, Steward, Landseed Steward, etc.);
(c) the Member’s voting weight in each Voting Class (Article III);
(d) the Member’s distribution share (Article IV);
(e) the Member’s effective date of admission; and
(f) any successor designated for the Member’s seat (§ 2.3).
Admission of a new Member, or modification of an existing Member’s entry, requires the procedure set forth in Article III for the relevant decision class.
§ 2.2 Non-transferability
Membership in the Company is non-transferable. No Member may sell, gift, pledge, encumber, or otherwise transfer all or any part of the Member’s membership interest, except by succession in accordance with § 2.3 and the procedures of Article III. Any attempted transfer in violation of this section is void.
This non-transferability is a deliberate feature of the architecture (per 00-foundations/03-binding-principles.md Principle 3 and 02-governance-templates/CLAUDE.md). It distinguishes membership in the Company from any tradeable instrument and supports the perimeter-conformance analysis in 04-perimeter/. (counsel-confirmation required: that non-transferability of LLC membership interests is enforceable under Vermont law as drafted, and that the non-transferability covenant supports rather than complicates the perimeter analysis)
§ 2.3 Successor mechanics
When a Member’s seat becomes vacant by death, resignation, removal, or other cause, succession follows this procedure:
(a) Designated successor. If the Member designated a successor in Exhibit A and the designated successor is willing and able to serve, that successor is admitted upon Manager confirmation.
(b) Inheritance. If no successor is designated and the vacant seat is the Landowner seat, the seat passes to the Member’s heirs at law, who shall designate a single representative for purposes of voting and receiving distributions.
(c) No successor available. If the vacant seat is the Landowner seat and no successor is willing and able under (a) or (b), the Company shall consider dissolution under Article VII, with the Stewardship Reserve transferred per § 4.4 below. (counsel-confirmation required: that this dissolution path is consistent with Vermont LLC dissolution procedures and with the Wrapper Entity’s continuing duty as Holder of the VECR; specifically, that the VECR can be assigned to a qualified successor holder rather than reverting to the Property in fee mid-Term)
(d) Other seats. Successor mechanics for other seats (Steward, Landseed Steward) are as set forth in Exhibit A.
For completeness: succession in Templates B–G uses different mechanics. In Template B, institutional procedures govern; in Template C, the community determines successors and the Company ratifies the community’s decision (not a substantive vote); in Template D, corporate succession; in Template E, agency succession with political-disruption fallback; in Template G, foundation succession. (This skeleton is for Template A; other templates’ clauses would replace this section.)
§ 2.4 KYC discipline
Off-chain KYC records, held by Landseed compliance under reasonable confidentiality protections, are the legal record of Member identity. The Beneficiary Registry references KYC by an opaque pointer; no personally identifiable information is published.
KYC is re-verified every five (5) years and on each succession event. The KYC vendor is selected by Landseed compliance (see 06-risks/04-proposed-resolutions.md Q10: Persona, Veriff, or Sumsub).
§ 2.5 Beneficiary Registry maintenance
The Manager shall maintain the Beneficiary Registry as a current document. The Registry shall be made available to any Member on reasonable request. Updates to the Registry are effected through the procedure in Article III for membership-class decisions and are reflected in a successor Exhibit A signed by the Manager.
A sample populated Beneficiary Registry is shown in 08-samples/03-beneficiary-registry-sample.md.
Article III — Module 2: Governance
(Maps to M2 in 02-governance-templates/02-modules.md)
§ 3.1 Decision classes
Decisions of the Company are classified into the following classes:
| Class | Description | Voting rule | Voting weights |
|---|---|---|---|
| Class 1 — Daily operations | Routine treasury actions within the multi-sig wallet’s daily limits; routine measurement and attestation activities | Manager authority; no Member vote required | n/a |
| Class 2 — Use decisions | Material activity outside the then-current Management Plan | Landowner-supermajority | Per Exhibit A |
| Class 3 — Methodology version adoption | Ratification of a new EC-M version under § 5.2 | Landowner ratification + Landseed proposal | Landseed proposes; Landowner ratifies by signature |
| Class 4 — Management Plan adoption or amendment | Adoption, amendment, or replacement of the Management Plan under Article V | Landowner-supermajority + Landseed non-objection | Per Exhibit A |
| Class 5 — Distribution actions above thresholds | Treasury actions exceeding the multi-sig wallet’s daily limits (§ 4.5) | Multi-sig + Landowner approval | Per Exhibit A |
| Class 6 — Stewardship Reserve disbursement | Disbursement from the Stewardship Reserve under § 4.4 | Landowner approval + documented stewardship work | Per Exhibit A |
| Class 7 — Membership admission, modification, removal | Admission of a new Member; modification of an existing Member’s seat; removal of a Member for cause | Supermajority + Landseed non-objection | Per Exhibit A |
| Class 8 — Operating Agreement amendment | Amendment of this Agreement | Article VI procedure | Per Exhibit A |
| Class 9 — Dissolution | Dissolution of the Company | Supermajority + Landseed non-objection + 90-day delay | Per Exhibit A |
§ 3.2 Voting weights
Voting weights for each Voting Class are stated in Exhibit A for each Member. In a typical Template A deployment:
- The Landowner holds supermajority weight (e.g., 75%–95%) on Classes 2, 4, 5, 6, 7, 8, 9
- Landseed holds advisory weight only on Classes 2, 5, 6 (no veto)
- Landseed holds methodology authority (proposal right) on Class 3 and non-objection rights on Classes 4, 7, 8, 9 (a non-objection right is a 30-day window in which Landseed may object on enumerated grounds; if Landseed does not object, the action proceeds)
The architecture’s commitment is that Landseed never controls any deployment (per 02-governance-templates/CLAUDE.md). Non-objection rights are narrower than vetoes and are enumerated in § 3.5. (counsel-confirmation required: that non-objection rights as drafted are legally distinct from vetoes for purposes of the architecture’s “Landseed never controls” commitment, and that they do not trigger securities-law concerns under 04-perimeter/)
§ 3.3 Procedure for Member action
Member actions are taken by written consent or at meetings:
(a) Written consent. A written consent signed by Members holding the required voting weight is effective on the date the last-required signature is obtained.
(b) Meetings. Meetings may be called by the Manager or by Members holding at least 25% of voting weight in Voting Class 8. Notice of meetings shall be at least ten (10) business days. Meetings may be held in person, by telephone, or by video conference.
(c) Records. All Member actions shall be documented and maintained with the Company’s books and records.
§ 3.4 Manager authority and limitations
The Manager has authority over Class 1 decisions (daily operations) and is subject to Member action on all other Classes. The Manager is identified in Exhibit B and is appointed by the Landowner-supermajority with Landseed non-objection.
The Manager’s authority does not include:
- Distributions other than as specified in Article IV (multi-sig daily limits and Member-approved disbursements)
- Methodology version ratification
- Management Plan adoption or amendment
- Membership admission or modification
- Operating Agreement amendment
§ 3.5 Landseed non-objection rights
Where this Agreement provides for “Landseed non-objection,” the right is exercised as follows:
(a) the Member action is communicated to Landseed in writing;
(b) Landseed has thirty (30) days to object;
(c) Landseed’s objection is valid only if it is based on a documented violation of: (i) the Methodology, (ii) the Deed’s enforcement floor, (iii) the architecture’s binding principles in 00-foundations/03-binding-principles.md, or (iv) Landseed’s regulatory perimeter under 04-perimeter/. Objections on any other basis are not effective.
(d) If Landseed does not object within the 30-day window, the Member action proceeds as ratified.
§ 3.6 FPIC checkpoints (Template C only — not active in Template A)
For Template C deployments and Template F deployments incorporating Template C components, FPIC (Free, Prior, and Informed Consent) checkpoints apply. The FPIC checkpoints from 02-governance-templates/02-modules.md § M2 are:
| FPIC-required action | Gate mechanism |
|---|---|
| Methodology version adoption | Community-council supermajority + 60-day deliberation |
| Management Plan amendment | Community-council majority + cultural guardian non-objection |
| New measurement equipment deployment | Community-council unanimous + cultural guardian confirmation |
| External publication of property-specific data | Community-council majority + cultural guardian non-objection |
| Membership admission of non-community member | Community-council supermajority + existing-community-member non-objection |
FPIC checkpoints do not apply to this Template A deployment. They are referenced here for cross-template completeness; in any Template C operating agreement, the FPIC table replaces the Voting-Class procedures for the affected actions.
§ 3.7 Methodology guardian veto (Landseed)
Landseed retains a methodology guardian veto on actions that would deliberately destroy the underlying ecological condition of the Property as defined under the Methodology. This veto:
(a) is exercisable only by Landseed-PBC officer multi-sig;
(b) is a backstop, not an active veto — most operations will not engage it;
(c) mirrors the Deed’s enforcement floor (§ 9 of the Deed); and
(d) is enumerated in 02-governance-templates/02-modules.md § M2 as a guardian veto.
The methodology guardian veto does not extend to use decisions consistent with the Management Plan, distribution decisions consistent with this Agreement, or membership decisions consistent with the architecture.
Article IV — Module 3: Economics
(Maps to M3 in 02-governance-templates/02-modules.md)
§ 4.1 Distribution waterfall
When the Company receives revenue from the registry function (e.g., upon sale of an Earth Credit issued against an Attestation Receipt referencing the Property), the revenue is distributed in the following order:
| Tier | Recipient | Share | Cadence |
|---|---|---|---|
| 1 — Landseed protocol fee | Landseed PBC | [2–5%] (parameter; set per deployment within range; this draft uses 3%) | On revenue receipt |
| 2 — Stewardship Reserve | Company internal account | [5–25%] (parameter; this draft uses 10%) | On revenue receipt |
| 3 — Beneficiary distributions | Landowner and Family Members per Exhibit A | [60–85%] (parameter; this draft uses 87% combined to Landowner and family seats; total of all tiers must sum to 100%) | Annual or quarterly per § 4.2 |
| 4 — Company treasury (residual) | Company general account | Residual 0–25% | Held; allocable in future periods |
The percentages above are parameter ranges from 02-governance-templates/02-modules.md § M3 and templates/A-solo-landowner.md. Real deployments choose specific percentages within the ranges. The total of all tiers must sum to 100%. (counsel-confirmation required: that the waterfall as drafted is consistent with Vermont LLC distribution rules and does not create unintended tax characterizations)
§ 4.2 Distribution form: cash only
All distributions to Members are made in cash (US dollars or USDC stablecoin disbursed from the multi-sig wallet, as elected by the receiving Member). The Company does not distribute Earth Credits in kind to its Members.
This is a deliberate conservatism per 04-perimeter/ Bright Line 6 and 02-governance-templates/02-modules.md § M3. Until securities counsel confirms that an in-kind Earth Credit distribution does not create a securities-transaction characterization, distributions are cash only. (counsel-confirmation required: that “cash only” as drafted holds up under Vermont LLC tax characterizations and that cash distributions are not deemed to be securities-transaction equivalents under any forthcoming reading of 04-perimeter/)
A Member who wishes to acquire Earth Credits may do so as a separate transaction, post-distribution, on the Member’s own initiative; the Company is not a party to such acquisition.
§ 4.3 Distribution cadence
Beneficiary distributions are made on the following schedule:
(a) Annual. A distribution is made each calendar year by [March 31] of the following year, covering revenue received in the prior calendar year, after Tier 1 and Tier 2 obligations are satisfied.
(b) Interim (optional). The Manager may, with Landowner approval, make interim quarterly distributions if cash on hand exceeds projected Stewardship Reserve and operating needs.
(c) No mandatory minimum. The Company has no obligation to maintain a minimum distribution; distributions reflect actual revenue receipts.
§ 4.4 Stewardship Reserve
The Stewardship Reserve is a Company-held account funded by Tier 2 of the waterfall. Disbursements from the Stewardship Reserve are made for:
(a) work documented as stewardship of the Property (e.g., invasive species control, trail maintenance, habitat enhancement);
(b) Methodology compliance costs (e.g., monitoring equipment, sample collection);
(c) Operating costs of the Company (insurance, accounting, recording fees, registered-agent fees); and
(d) such other purposes as approved by Class 6 Member action.
Stewardship Reserve disbursements require documented work or expenses and are recorded with the Company’s books.
§ 4.5 Multi-Sig Wallet and treasury
The Company’s treasury is held in a multi-sig wallet (initially: Safe / Gnosis Safe deployment; signers identified in Exhibit B). The wallet holds USDC and equivalents.
(a) Daily limits. The Manager may execute transactions up to [$5,000] per day from the wallet without Member action. (counsel-confirmation required: that operating-agreement-based daily limits are enforceable and do not impair the multi-sig’s signature-based execution)
(b) Above-limit transactions. Transactions exceeding the daily limit require Class 5 Member action.
(c) Signers. The wallet’s signers are: (i) the Landowner (or Landowner’s designated key custodian); (ii) Landseed compliance officer; (iii) a designated independent. Standard 2-of-3 configuration.
(d) Key recovery. Lost-key recovery follows the procedures referenced in Exhibit B and the Wrapper Entity’s compliance manual.
(e) No DeFi. The treasury does not engage in lending, yield farming, staking, liquidity provision, or any DeFi protocol participation. Treasury management is conservative (cash and short-duration USDC equivalents only) per 02-governance-templates/02-modules.md § What’s NOT in the modules.
Article V — Module 4: Management Plan Ratification
(Maps to M4 in 02-governance-templates/02-modules.md)
§ 5.1 The Management Plan
The Property is managed under a Management Plan, a separate document maintained by the Manager. The Management Plan specifies:
(a) forestry practices (selective harvest schedules, snag densities, harvest rotations);
(b) invasive species protocols;
(c) riparian buffer rules;
(d) restoration practices;
(e) recreational-use rules; and
(f) other substantive prescriptions for stewardship of the Property.
The Management Plan is not the Deed. The Deed (§ 6) reserves stewardship rights to the Landowner consistent with the Management Plan but explicitly does not incorporate the Management Plan. The Management Plan lives at the Wrapper Entity governance layer where it can amend through Member action.
§ 5.2 Plan structure
Each version of the Management Plan is a versioned, content-addressed document with:
- Plan content (the substantive prescriptions);
- Version identifier (a content hash);
- Ratification record (date, Class 4 Member-action reference);
- Effective period (when this version applies).
When a new version is adopted, the prior version is retained in the books and records but ceases to be the operative version on the new version’s effective date.
§ 5.3 Adoption and amendment
The Management Plan is adopted, amended, or replaced through Class 4 Member action. The procedure:
(a) the Manager prepares a draft version;
(b) the draft is circulated to all Members at least thirty (30) days before action;
(c) Class 4 Member action ratifies the version (Landowner-supermajority + Landseed non-objection);
(d) the ratified version’s hash and effective date are recorded in the books;
(e) the Member-action record is preserved.
For Template C deployments, Class 4 actions are subject to the FPIC checkpoints in § 3.6.
§ 5.4 Why the Management Plan does not live in the Deed
The Deed is short and durable; the Management Plan is detailed and time-variant. Putting forestry prescriptions in the Deed creates v1.2’s failure mode (deed amendments require recording-office filings; plans cannot evolve smoothly). The Management Plan lives in the Wrapper Entity where it can amend through governance. This is the architecture’s most consequential structural improvement. (See 01-nrd-lite/03-what-stays-vs-moves.md for the full migration rationale.)
Article VI — Module 5: Attestation Hooks
(Maps to M5 in 02-governance-templates/02-modules.md)
§ 6.1 Reliance on registry-issued credits
The Company does not issue Earth Credits. Earth Credits are issued by the registry function operated by Landseed PBC under the Methodology. The Company acts on cryptographic evidence that credits have been issued and sold against Attestation Receipts referencing the Property.
This is a foundational architecture commitment: per 00-foundations/03-binding-principles.md and 02-governance-templates/02-modules.md § M5, the Wrapper Entity consumes attestations; it does not issue credits. (counsel-confirmation required: that this passive-recipient characterization holds up under 04-perimeter/ and avoids any inadvertent characterization of the Company as a registry, issuer, or securities offeror)
§ 6.2 Recording of attestations
For each Attestation Receipt referencing the Property:
(a) Landseed compliance provides a copy of the receipt to the Manager;
(b) the receipt’s content (hash, ECI score, threat multiplier, Methodology version, attestation date) is recorded in the Company’s books and records;
(c) any subsequent credit-issuance event (issuance of an Earth Credit by the registry function against the receipt) is similarly recorded;
(d) any subsequent revenue-receipt event (proceeds from sale of an Earth Credit) is recorded with reference to the credit-issuance event and the underlying Attestation Receipt.
This creates an end-to-end traceable chain: revenue → credit issuance → attestation receipt → Methodology version. Periodic audits verify that the records match.
§ 6.3 No on-chain attestation handling
This is a Tier 1 deployment. There is no smart contract listening for cryptographic attestation events. The cryptographic chain runs at the registry layer; the Company consumes it through manual recording in books and records, with periodic audit reconciliation.
(For Tier 2 deployments — Template C, Template F — the analogous Article would describe the smart-contract listener pattern, on-chain state updates triggered by attestation events, and on-chain credit-issuance acknowledgments. This Template A skeleton omits that pattern.)
§ 6.4 Distribution events triggered by attestations
A distribution event (Article IV) is triggered by revenue receipt from sale of an Earth Credit, not by attestation issuance alone. Attestations indicate measured ecological condition; credit issuance indicates registry-side approval; revenue indicates a buyer’s payment. Distribution flows from revenue, the last event in the chain.
This sequencing prevents premature distributions on attestations that have not yet produced revenue, which would create accounting and tax mismatches. (counsel-confirmation required: that the attestation-to-distribution flow as drafted is consistent with Vermont LLC accounting practice and tax treatment)
Article VII — Module 6: Upgrade Path
(Maps to M6 in 02-governance-templates/02-modules.md)
§ 7.1 Operating Agreement amendment procedure
This Agreement may be amended only through the following procedure (Class 8 Member action):
(a) Proposal. The proposed amendment is documented and circulated to all Members, with a written explanation of the change and its rationale.
(b) Member consideration. A consideration period of at least thirty (30) days follows circulation, during which Members may request additional information, propose alternatives, or object.
(c) Supermajority. The amendment requires affirmative consent by Members holding 75% or more of voting weight in Class 8 (a Supermajority).
(d) 30-day delay. Following Supermajority approval, a 30-day delay precedes effectiveness.
(e) Landseed non-objection. During the 30-day delay, Landseed may exercise its non-objection right under § 3.5 if the amendment violates the architecture’s binding principles or perimeter.
(f) Constitution guardian veto (Landseed). Landseed-PBC officer multi-sig may veto an amendment that violates the founding principles in 00-foundations/03-binding-principles.md (e.g., per-property isolation, non-transferability of membership, the Earth-Credit/governance firewall). This is a backstop and is rarely active. (counsel-confirmation required: that the constitution guardian veto is enforceable as drafted and that its narrow scope is sufficient to satisfy the architecture’s “Landseed never controls” commitment)
(g) Effective date. Absent a valid objection or veto, the amendment takes effect at the end of the 30-day delay.
§ 7.2 Amendments not requiring Class 8 action
The following changes are documented as administrative amendments by the Manager and do not require Class 8 Member action:
(a) updates to Exhibit A reflecting Class 7 (membership) actions already taken;
(b) updates to Exhibit B reflecting Manager appointment, signer changes, or wallet-address updates already authorized;
(c) corrections of typographic or scrivener errors that do not change substantive provisions; and
(d) updates required to maintain compliance with Vermont law.
§ 7.3 No amendment of the Deed by amendment of this Agreement
Amendments to this Agreement are not amendments to the Deed. The Deed may be amended only by a written instrument executed by Grantor (or successor in title) and Grantee, recorded with the [COUNTY] Town Clerk, per Deed § 12.7.
This separation is structural: the Deed is the property right; this Agreement is the governance vehicle. They evolve on different cadences and through different procedures. (counsel-confirmation required: that this separation is enforceable as drafted and that no amendment of this Agreement could be construed to modify the Deed)
§ 7.4 Module-by-module replacement
Articles II–VI of this Agreement implement Modules 1–5. A future amendment may replace a single Article with a new module configuration (e.g., adopting an updated Economics module). Each such replacement follows § 7.1.
This pattern preserves stability for unaffected modules while allowing module-specific evolution.
Article VIII — Standard LLC Provisions
[Standard articles to be drafted by Vermont LLC counsel. Topics include:]
- Capital contributions — initial contributions and any additional capital
- Profits, losses, and tax allocation — allocation rules consistent with Vermont LLC and federal partnership tax law (counsel-confirmation required)
- Books and records — maintenance, inspection rights, audit rights
- Indemnification — Manager and signer indemnification subject to standard exceptions
- Meetings and notices — formal notice procedures
- Conflicts of interest — disclosure requirements, particularly for Landseed Steward
- Insurance — operational insurance obligations (counsel-confirmation required: appropriate insurance for the Property and the Company)
- Confidentiality — KYC and Member-information protection
- Tax matters partner / Partnership Representative — designation per IRC requirements (counsel-confirmation required)
- Dispute resolution — Vermont forum (consistent with Deed § 11)
- Severability, integration, counterparts — standard clauses
- Dissolution and winding up — Vermont LLC dissolution procedures, with VECR-specific successor obligations under § 2.3(c)
Exhibits
- Exhibit A — Beneficiary Registry (current Member list with KYC reference, role, voting weights, distribution shares, effective date, designated successors). See
08-samples/03-beneficiary-registry-sample.mdfor a populated illustration. - Exhibit B — Manager and Multi-Sig Wallet (Manager identification; multi-sig wallet address; signer list; daily limits; key-recovery procedure references)
- Exhibit C — Methodology version pinning (EC-M-1.1 hash; archive locations; cross-reference to Deed § 2.2)
- Exhibit D — Initial Management Plan (the version 1.0 plan adopted on Company formation; subsequent versions per Article V)
- Exhibit E — Recorded Deed (informational copy of the Deed of VECR for Member reference)
Signatures
[Signatures of all initial Members and the Manager, with Vermont notarial acknowledgments where required for filing or for Article-VIII documentation needs. (counsel-confirmation required: that no notarization is required for the Operating Agreement itself, separate from any required for ancillary documents.) Standard signature page omitted in this skeleton.]
How this skeleton maps to the modules specification
This skeleton is a one-to-one expression of the six modules from 02-governance-templates/02-modules.md as Articles. The mapping:
| Module (spec) | Article (this skeleton) | Notes |
|---|---|---|
| M1 — Beneficiary Registry | Article II (§§ 2.1–2.5) | Off-chain KYC; on-chain pointer (where used in Tier 2; n/a for Tier 1); non-transferability; succession |
| M2 — Governance | Article III (§§ 3.1–3.7) | Decision classes, voting weights, supermajority for amendments, FPIC checkpoint references (Template C only), Landseed non-objection rights, methodology guardian veto |
| M3 — Economics | Article IV (§§ 4.1–4.5) | Distribution waterfall (protocol fee → stewardship → beneficiaries → residual); cash-only by default; Stewardship Reserve; Multi-Sig Wallet operations; no DeFi |
| M4 — Management Plan Ratification | Article V (§§ 5.1–5.4) | Plan structure (versioned, content-addressed); Class 4 ratification; explicit non-incorporation in Deed |
| M5 — Attestation Hooks | Article VI (§§ 6.1–6.4) | Reliance on registry-function-issued credits; manual recording at Tier 1; revenue triggers distribution (not attestation alone) |
| M6 — Upgrade Path | Article VII (§§ 7.1–7.4) | Class 8 amendment procedure with supermajority + 30-day delay; non-objection + constitution guardian veto; Deed not amendable through this Agreement |
Template A configuration (templates/A-solo-landowner.md) | This skeleton | Notes |
|---|---|---|
| Vermont LLC (standard, not BBLLC) | Articles of Organization recital | Tier 1 vehicle |
| Multi-sig 2-of-3 (Safe / Gnosis Safe) | § 4.5(c) | Standard 2-of-3 with Landowner, Landseed compliance, independent |
| Operating-agreement-based governance | Throughout | No on-chain governance contract |
| Landowner supermajority | § 3.2, Class 2/4/5/6 | Configured in Exhibit A within parameter range |
| Landseed advisory + methodology + guardian veto | §§ 3.2, 3.5, 3.7 | Non-objection rights enumerated; methodology guardian veto narrow |
| 60–85% landowner share | § 4.1 Tier 3 | Parameter range; this draft uses 87% to landowner family seats |
| 5–25% stewardship reserve | § 4.1 Tier 2; § 4.4 | Parameter range; this draft uses 10% |
| 2–5% Landseed protocol fee | § 4.1 Tier 1 | Parameter range; this draft uses 3% |
| Cash-only distributions | § 4.2 | Mandatory until Q1 in 06-risks/ resolves favorably |
What this skeleton deliberately does NOT do
Per 02-governance-templates/02-modules.md § What’s NOT in the modules:
- No tradeable membership tokens — § 2.2 enforces non-transferability
- No public participation — § 2.1 enforces permissioned admission via Class 7
- No DeFi interactions — § 4.5(e) prohibits lending, yield, staking, liquidity provision
- No cross-DAO calls — implicit; the Company has no relationship with other Wrapper Entities or governance vehicles
- No automated yield on treasury — § 4.5(e); conservative treasury management
These exclusions are at-the-architecture level (00-foundations/03-binding-principles.md) and at the perimeter level (04-perimeter/).
Counsel-confirmation summary
This skeleton contains 13 (counsel-confirmation required) markers. Each represents a load-bearing claim about Vermont LLC law, multi-sig wallet operation, tax treatment, or perimeter conformance that must be confirmed by qualified Vermont LLC counsel and securities counsel before any execution-ready operating agreement is prepared.
A real operating agreement would resolve each of these through the Vermont LLC counsel-engagement process and the perimeter-conformance review in 04-perimeter/. It would also include the substantial Article VIII content omitted from this skeleton (capital, books, indemnification, tax matters, insurance, dissolution).
What a different template’s skeleton would change
For reference, a non-Template-A skeleton would change:
| Section | Template A (this skeleton) | Template B (institutional) | Template C (indigenous) | Template E (sovereign) |
|---|---|---|---|---|
| Vehicle | Vermont LLC | Vermont LLC | Vermont DAO LLC + smart contracts (Tier 2) | Vermont LLC + sovereign agreements |
| Governance | Operating-agreement only | Institutional board procedures | Smart-contract DAO with FPIC checkpoints active | Sovereign-residual + delegation |
| Beneficiary Registry | Family seats + Landseed | Trust + co-stewards + Landseed | Community council + cultural guardian + elders + Landseed | Agency + local management + Landseed |
| Economics | Landowner-dominant | Trust-dominant | Community fund-dominant | Environmental fund-dominant |
| Attestation hooks | Manual recording | Manual recording | On-chain smart contract events | Manual recording + treaty reporting |
This skeleton instantiates only Template A. Per 02-governance-templates/CLAUDE.md, Template C requires bespoke co-design rather than skeleton-and-fill instantiation; that template’s operating-agreement structure would be developed with the specific community.
Final reminder
This is an illustrative skeleton. It is not for execution. It is not for filing. It is an evaluation aid only. If you are about to sign or file this document, stop, and engage Vermont LLC counsel to produce a proper operating agreement per 02-governance-templates/03-deployment-flow.md and the per-jurisdiction counsel-engagement work in 07-execution/.