Date: 2026-09-09 Decider(s): Michael Houck, Tatem Lindner Status: decided
Decision
Agreed on the final structure of the JOLT! Operating Agreement. Sections 30 (Equity Incentive Plan) and 31 (Voting and Mediation) stay in with minor wording fixes. Section 20 (Client Contracts) consolidated into the OA; per-client contracts dropped going forward. Several housekeeping clauses updated or added. Target: signed and executed by Monday Sep 14, 2026.
Context
The OA has been in negotiation since at least July 2026 (Slack thread from Jul 22). Both parties agreed on this call to stop iterating asynchronously and close out the remaining open items. Tatem drove the structured walkthrough; Michael committed to sending a written summary of all changes to enable Tatem to do the final edit.
Options Considered
- Per-client contracts (dropped): Original Section 20 required creating a separate contract for each client. Rejected as operationally expensive at scale (20+ clients would mean 20+ docs to maintain).
- Name a mediator now vs. later: Section 31 allows naming a mediator in advance. Decided to leave the selection process open rather than name someone now, since a deadlock is not anticipated.
- Specific vs. vague management language: Considered explicit ownership splits per domain. Decided against: responsibilities will shift over time, deliberate vagueness preserves flexibility.
Consequences
- JOLT! will be a fully executed entity by 2026-09-14.
- No per-client contracts going forward; OA is the single governing doc, amended as needed.
- New cost reimbursement clause added: studio time, ad spend, and AI token costs tracked on a cross-entity ledger.
- Capital call participation window shortened from 60 days (exact period TBD by Michael).
- Both members must agree (80% vote = both) on: significant debt, large asset disposal, expenses over $50k, new members, amendments, distributions, liquidation/sale/merger, corporate structure changes.
Related
- Meeting: OA Finalization
- Restricted supplement: OA Finalization (Section 20 retainer details)