Operating Agreement
AFFIRMOLOGY LLC, a Wyoming limited liability company · DRAFT for founder review and counsel · July 2026
DRAFT. Prepared for Jeff and Sol to review together, and for counsel to finalize. Not legal advice. Items in [brackets] are open.
Company. AFFIRMOLOGY LLC, organized under the Wyoming Limited Liability Company Act. Articles filed June 25, 2026 (Original ID 2026-002015324), delayed effective date June 26, 2026. Laramie County, Wyoming.
Registered agent. Wyoming Registered Agent, 1621 Central Ave, Cheyenne, WY 82001.
Management. Manager-managed. Jeff Parker is sole Manager. Wyoming does not ask for this on the Articles, so it is elected here.
Tax. Multi-member LLC, taxed as a partnership. Form 1065 and K-1s. Fiscal year ends December 31.
| Member | At signing | Path | Role |
|---|---|---|---|
| Jeff Parker | 75% | Residual | Lead Founder, CEO, CTO, sole Manager |
| Sol Ballard | 10% | To 25% by time (5% per year) | Co-Founder, CBO |
There is no separately reserved employee pool. Grants to a CEO, a CTO, or employees come from Jeff's units, or from new units both founders agree to issue.
The frame. Sol reaches 25% on time alone. Nothing she holds is ever at risk for underperformance, and there is no performance test anywhere in her equity.
| Tranche | Amount | How it is earned |
|---|---|---|
| At signing | 10% | Unconditional and irrevocable. Recognizes the partnership, the blessing, and the years this was baked between the founders. Hers even if she departs the next day. Never clawed back. |
| Year 1 anniversary | 5% | Time. Continued service as CBO. |
| Year 2 anniversary | 5% | Time. Continued service as CBO. |
| Year 3 anniversary | 5% | Time. Continued service as CBO. Brings Sol to 25%. |
The only condition on the time-based tranches is service, not performance. Sol does not have to bring investors, hit revenue targets, or log hours. She has to still be the CBO and not have resigned or been removed for cause.
Floor. Sol never holds less than the 10% vested at signing, under any circumstance, including a romantic separation.
[OPEN: set the Vesting Start Date. Signing, or backdated to the June 26, 2026 formation date.]
Sol's equity is not conditioned on performance, anywhere. Motivation for audience growth is handled with cash, which is both cheaper for the Company and more valuable to her in the near term.
The bonus. The Company will pay Sol a cash bonus as the audience on the Company-owned Instagram and TikTok accounts grows organically: $5,000 at 10,000 combined followers, $10,000 at 25,000, $20,000 at 50,000, $50,000 at 100,000, and $100,000 at 250,000. Each is paid once, when the milestone is first reached and sustained for 30 days, payable within 90 days or once the Company holds its six-month operating reserve, whichever is later. Purchased or inorganic growth does not count.
Platform investment. The Company will also fund the growth of Sol's platform: an editor, a social manager, production support, and a content budget, as the budget allows. Sol keeps her personal brand. The Company gets the audience. [OPEN: set the initial budget.]
Comp escalator. Sol's guaranteed payment rises with Company revenue, on a schedule the founders agree. [OPEN: set the schedule.]
Two dials, and they never touch each other. Pay follows work. Ownership follows the deal.
The role, plainly stated. Sol serves as CBO. The expectation of the role is 20 to 30 hours per week, measured by deliverables and presence rather than a timesheet, and she is explicitly free to pursue other work and other creative projects. She owns the Company's brand voice, its social channels, and the growth strategy behind them, with Company-funded help (a social manager, an editor, growth support) as budget allows.
If engagement drops, pay moves first. Her guaranteed payment (Section 12) may be reduced or suspended by the Manager, with notice. Her equity is untouched. This is the normal, non-nuclear response, and it should be the one used.
Vesting only stops on Abandonment. Abandonment means either a formal resignation from the CBO role, or 90 consecutive days with no meaningful Affirmology work and no meaningful communication, following written notice and a 30-day period to cure. Nothing less than that stops the clock.
On Abandonment. Unvested time-based tranches do not vest. Sol keeps everything already vested, and never less than 10%.
Repurchase right (bad leaver only). If Sol resigns without good reason or is removed for cause, the Company may, at its option, repurchase her vested units above the first 10% at fair market value less a discount. The first 10% is never repurchasable.
Protected absences. Illness or disability up to 90 days, family emergency, parental leave, an agreed sabbatical, or a pause the Company requests. Vesting continues through all of them.
Good faith. Neither founder may use this section as leverage. Disputes here go to mediation (Section 16) before anything else.
5A. Dilution and pro-rata rights. Investor dilution is shared by both founders pro-rata. Neither founder is protected from it. Each founder has PRO-RATA RIGHTS: the right to invest their own capital in any future round on the same terms, to maintain their percentage. Separately, equity granted to a future CEO, a technical leader, or employees comes from Jeff's units, not from Sol's.
Company property. The Instagram, TikTok, YouTube, and all other Company social accounts are Company property, registered to social@affirmology.ai. They are not personal accounts and they do not travel with any founder.
Credentials. All login credentials are held in a Company password vault accessible to the Manager. This is an operational safeguard, not a statement of trust: the Company's primary distribution channel cannot sit behind a single person's phone.
Sol's authority. Sol has sole day-to-day authority over the accounts she runs (Instagram, TikTok). YouTube is shared. Her authority is contingent on Active Service and reverts to the Company on Abandonment.
Sol decides. The social accounts she runs. Jeff may advise, not override.
Shared. YouTube, much of it semi-automated.
Collaborative. Brand voice, message, and visual identity. Sol leads the voice; Jeff carries it through the marketing site, the funnels, and the product. Neither holds unilateral authority.
Override. Jeff may call for Board review of a Sol-domain decision only on written documentation of material financial harm, material legal exposure, material reputational risk, or direct conflict with the mission. Mediation first, 30 days. Then a 2-of-3 Board vote, Sol keeping her vote.
Sell the Company.
Grant equity above 1% to one person, or above 5% cumulatively in 12 rolling months.
Take on debt above $25,000.
Hire or fire a C-suite officer.
Materially change the business model, purpose, or core domain.
Distributions above the threshold in Section 11.
Remove a co-founder from an operational role.
Amend this agreement.
Any single capital expenditure above $25,000.
Admit a new Member or issue dilutive units.
Approve any transaction between the Company and a Related Party (Section 9).
This section exists so that nothing here is ever a surprise, to either founder or to an investor.
Disclosed outside ventures. Jeff owns and operates, or intends to operate, Sacred Synergy (transformational retreats, one-day events, programs, and webinars, with Colin) and Jeff Parker Love (his personal brand, podcast, books, and men's work). Sol consents to both, in writing, by signing this agreement.
The boundary. Affirmology sells software and personalized audio subscriptions. Sacred Synergy sells human-facilitated experiences. The Company waives any claim to the facilitated retreat and events business, and waives nothing else. The app, the audio engine, the corpus and IP, the membership, and the creator platform belong to Affirmology, always.
The commercial relationship, both directions. Sacred Synergy pays Affirmology a referral share on any attendee Affirmology sources into its programs, so the funnel is a revenue line for the Company rather than a leak from it. In the other direction, Sacred Synergy and Jeff Parker Love participate in Affirmology's creator and affiliate program on the same standard terms as any other creator, with no preferential treatment.
Related-Party approval. Any transaction between the Company and Sacred Synergy, Jeff Parker Love, or any entity in which Jeff or a Board member holds an interest, must be on arm's-length terms and approved by the disinterested founder, which is Sol. Jeff may not approve it alone.
Recusal. Any Board member with an interest in the counterparty recuses from the vote. This applies to Colin on all Sacred Synergy matters.
Customer data does not travel. Affirmology's member list and birth data are collected under Affirmology's privacy terms and are never transferred to Sacred Synergy or any outside venture. The Company may market a partner offer to its own list, as an Affirmology promotion, and collect a fee. The data stays inside the Company.
No free resources. Outside ventures may not use Company staff, funds, systems, or IP without paying for them on approved terms.
Non-compete carve-out. Nothing in Section 15 restricts Jeff from operating Sacred Synergy or Jeff Parker Love, or Sol from her own brand, coaching, and creative work.
[OPEN: Colin holds a proposed Affirmology board seat and is Jeff's Sacred Synergy partner. He would recuse on every Affirmology-Sacred Synergy matter, which means those votes are effectively Jeff and Sol anyway. Consider whether Colin is better placed as a non-voting advisor.]
The best protection against an ugly exit is a dignified one, designed while both founders still want the best for each other. Either founder may take either path.
Path A: step back to Ambassador or Advisor. The founder keeps all vested equity and continues to receive distributions as an owner. Officer title and guaranteed payment end, and may be replaced by an ambassador stipend or per-appearance fee. Time-based vesting stops. Board seat is retained only if the founder still holds 5% or more and remains willing to serve. Operational authority and account access revert to the Company.
Path B: Jeff steps back after a CEO is in place. Once a CEO is hired and the Company is operating without him day to day, Jeff may move to Founder and Chairman. He keeps his equity and his Board control, his guaranteed payment converts to a reduced founder draw, and the CEO runs operations. Both founders acknowledge that this is an intended long-term outcome, not a departure.
Either way. The non-disparagement, confidentiality, non-solicitation, and IP obligations survive. Distributions continue to flow to whatever equity a departed founder still owns. Nobody has to fight to be treated well.
Reserve first. Six months of operating expenses funded before any discretionary distribution.
Then quarterly, at the Board's discretion. Pro-rata to ownership. No fixed reinvest-versus-distribute split.
Tax distributions are mandatory. The Company is taxed as a partnership, so each Member owes tax on allocated profit whether or not cash is distributed. The Company will distribute, at least annually, enough cash for each Member to pay that tax, at an assumed rate of [40%]. These come before discretionary distributions and count as advances against them.
This is the wealth engine. Both founders should understand plainly: this is a distributing business, not an exit lottery. Sol's 20 to 25% of quarterly distributions is the primary path to real money, and it begins long before any sale.
The tax reality. A member of a multi-member LLC generally cannot be a W-2 employee of it. Payments to a member for services are guaranteed payments: reported on the K-1, subject to self-employment tax, with no withholding. Both founders must make quarterly estimated tax payments.
The amounts. A combined founder pool of $8,000 to $10,000 per month once the Company can fund it, split by relative time commitment, rising with revenue. Sol's floor is $3,000 per month while in Active Service.
Three separate things. Guaranteed payments are for work. Units are ownership. Distributions are pro-rata to ownership. They do not trigger one another.
[OPEN for the accountant: whether an S-corp election ever makes sense once founder pay is real.]
Sol's unvested units carry a risk of forfeiture, so the tax treatment depends on the structure, and one option has a hard deadline.
If granted as a capital interest, Sol should consider filing an 83(b) election within 30 days of grant, so she is taxed now while the Company is worth little, rather than on each tranche as it vests at a higher value. Miss the window and it cannot be fixed.
If structured as a profits interest, Revenue Procedure 93-27 generally provides a safe harbor with no tax at grant, which is often cleaner for an LLC.
Decide this with counsel and the accountant BEFORE signing. The clock starts at signature.
Three voting seats: Jeff (Chairman), Sol, and a third. Sol holds a permanent seat while she holds at least 5% and has not been removed for cause. Matters pass 2-of-3. Any conflicted member recuses.
IP assignment. Both founders assign all Affirmology-related IP to the Company: the audio engine, the corpus, the provisional patent Jeff files and gifts to the Company, Jeff's heart-coherence methodology as used in the products, Sol's brand and content work, all code, all creative, all derivatives. Pre-existing personal IP not used in Affirmology stays with its owner.
Confidentiality. Mutual, surviving five years.
Non-disparagement. Mutual, during the partnership and for five years after either founder departs. This survives a romantic separation, and both founders specifically intend it to.
Non-compete. 12 to 18 months post-departure, limited to a substantially similar product, meaning AI-personalized, cosmic-blueprint-derived affirmation audio for consumers. Subject to the carve-out in Section 9.
Non-solicit. 24 months, covering employees, contractors, customers, and investors.
[OPEN for counsel: confirm the non-compete is enforceable as written.]
Romantic dissolution changes nothing. The end of the romantic relationship between Jeff and Sol does not constitute cause, does not trigger any leaver provision, and does not affect equity, vesting, titles, roles, or board seats. Both founders have discussed this possibility openly and have built this agreement so the Company survives it.
Lanes and space. Both founders agree to operate in their defined lanes, to speak well of one another publicly and privately, and to respect each other's personal space, regardless of relationship status.
Disputes. Direct conversation (14 days), then mediation with a neutral third party (30 days), then Board review, then binding arbitration. The Company pays up to $5,000 per dispute in mediation; above that is shared. Anyone partial to either founder is excluded as mediator.
Books. Kept at the principal place of business, open to either Member.
Dissolution. On written agreement of both founders, or as law requires. Creditors first, then Members pro-rata.
Indemnification. To the fullest extent Wyoming law allows, for Members and officers acting in good faith.
Amendment. Written consent of both founders. Material amendments also require Board approval.
Sol's Vesting Start Date.
83(b) versus profits interest. 30-DAY CLOCK FROM SIGNING. Decide first.
Agree the Audience Growth Bonus milestones and amounts WITH Sol.
Colin: voting board seat with mandatory recusal, or non-voting advisor?
Colin: 2% advisory grant (see the Colin term sheet). Requires Sol's consent.
The tax-distribution rate (drafted at 40%).
Governing law: Wyoming versus Florida, and arbitration venue.
Counsel review of the non-compete and the Section 9 carve-out.
Jeff Parker, Lead Founder, CEO, CTO, sole Manager
Signature: ______________________________________ Date: ____________________
Sol Ballard (Soledad Gabriela Ballard), Co-Founder, CBO, Member
Signature: ______________________________________ Date: ____________________
Notarization is not required in Wyoming, but some banks ask for it. Recommended.