Date: 2026-09-09, 11:00 AM EDT Attendees: Michael Houck, Tatem Lindner (tatem@joltexclamationpoint.com)
Summary
Working session to finalize the JOLT! Operating Agreement. Tatem drove the agenda through sections 30, 31, and 20. All major structural questions resolved on call; Michael to send a written summary of every requested change so Tatem can update the doc and return a signed version by Friday Sep 11. Target: fully executed entity by Monday Sep 14.
Secondary topics: Emile project update (approved concept, prelaunch social strategy, sponsorship pipeline) and AI cost allocation / Hermes infrastructure.
Sections Reviewed
Section 30 (Equity Incentive Plan): Keep as-is. Prevents equity issuance to new people without mutual consent.
Section 31 (Voting and Mediation): Keep with wording tweaks. Requires 80% vote (effectively both members) on major decisions. Deadlock triggers mutual selection of a mediator; no need to name one now. Mediation list: significant debt, disposing significant assets, compromising a debt claim, expenses over $50k, new members, amendments, distributions, liquidation/sale/merger, corporate structure changes. Two items flagged as too vague: “significant assets” and “modifying corporate structure” — Michael to propose clearer wording.
Section 20 (Client Contracts): Consolidate client terms into the OA rather than maintaining per-client contracts. Current wording needs a tighter definition of which clients trigger the retainer, plus a carve-out for future scenarios where editors (not Tatem) run clients. Michael to draft revised language. Dollar amounts and retainer specifics are in OA Finalization.
Other sections (Michael’s July 22 thread): Management responsibilities: keep ownership language vague intentionally (will shift over time). Bank transfers: remove routine inter-account notification requirement. Capital call window: shorten from 60 days (Michael to specify preferred period). New clause: cost reimbursement for studio time, ad spend, AI token costs — tracked on a cross-entity ledger.
Decisions
- Sections 30 and 31 stay in (no structural changes, minor wording fixes only).
- Section 20: consolidate per-client contracts into OA; revised scope language pending from Michael.
- Management language: stays deliberately vague.
- Bank transfers: remove inter-account notification requirement.
- Capital call participation window: reduce from 60 days (exact period TBD).
- New cost reimbursement clause: add to OA; AI tokens / studio time / ad spend tracked on a ledger across entities.
- Emile project: launch separate account using his initials, tease setup pre-election, reveal identity after election.
- Sponsorship model: still deciding between a few large date-range sponsors vs. many smaller per-event sponsors. Target: wrap conversations this week.
Action Items
- Michael: send Tatem written summary of all OA changes (sections 20, 31, management, bank transfers, capital call window, new cost reimbursement clause)
- Tatem: update OA with all changes and return signed version by Friday Sep 11
- Target: fully executed entity by Monday Sep 14
- Tatem: trim SD card footage (remove segments where she is not on camera) and send to Michael for AI clone setup
- Michael: wrap sponsorship conversations this week — Anthropic and others
Emile Project Update
Emile approved the concept. Does not want his face visible in the first stage. Plan: create a separate social account using his initials, tease the setup pre-election, then reveal his identity post-election. Sponsorship talks ongoing (Anthropic among targets). Tatem flagged that brand deal timelines are long; Emile may be underestimating that emotionally.
Notable Transcript Excerpts
On Section 20 scope and future scale:
“Like, eventually, the goal would be that we have a team of people who, like, you’re managing or, like, implementing your system… and then they would get some retainer, and then we would you know, basically have extra profit, and we would just split that between us, essentially.”
On the OA approach overall:
“I’m just trying to save us time as we go in the future.”
On AI cost allocation by entity:
“If we were to build that out, then those tokens would be — we could identify those specific tokens, what model — how much cost that was, and we would then apply that on, like, some ledger to Jolt as opposed to Rye Valley.”
On new Rye Valley vertical idea (tossed out casually):
“One of the ideas that I’m toying around with right now is, like, another vertical which is, like, back office for startups, but AI native back office. So, like, finances, bookkeeping, and legal.”
On sponsorship pace:
“Those conversations take a long time. Like, as somebody who does brand deals, I thought it would be a fast process, and none of it is fast.”
Full transcript in Granola (id: 9227caed-56ef-4c19-8f29-da3a414a744e).