Operating Agreement (Bylaws) of Chute Pros LLC

(Washington Limited Liability Company)

Article I – Formation and Organization

  1. Name. The Company is organized under the name Chute Pros LLC (the “Company”).

  2. Formation. The Company has been formed pursuant to the Washington Limited Liability Company Act.

  3. Term. The Company shall exist perpetually unless dissolved in accordance with this Agreement.

  4. Principal Office. The Company shall maintain its principal office as determined by the Managing Member.

  5. Fiscal Year. The fiscal year of the Company shall end on December 31 of each year.

Article II – Purpose

The purpose of the Company is to engage in any lawful activity for which LLCs may be organized, with emphasis on:

  • Trash chute installation, maintenance, and emergency repair services;

  • Related contracting, property service, and specialty construction activities; and

  • Expansion into sustainable infrastructure, including property acquisition and EV charging facilities.

Article III – Founding Principles & Bill of Rights

  1. Anticipated Ethical Problems – Issues shall be foreseen and addressed proactively.

  2. Children of Freedom – Members and employees have the right to speak openly and propose improvements without fear.

  3. Equality of Most Members – All voices carry dignity; ownership % determines vote, but culture ensures respect.

  4. Ethicality of Conscience – Decisions must align with conscience and collective responsibility, not merely profit.

  5. We Are Legion – The Company embodies collective action and shared purpose under the Corvus identity.

  6. Corpus Identity – The Company is a “they/them,” representing the whole.

  7. Support Clients Invisibly and Proactively – Clients experience seamless service, often before they notice the need.

  8. Blitzkrieg Construction – Rapid, coordinated replacement and installation processes designed for efficiency and safety.

  9. Parts-Included Model – Predictable pricing structure in which high-wear parts are bundled into hourly service rates.

  10. Communication is Included – Updates, follow-ups, and transparency are integral to every job, not optional extras.

Article IV – Members and Ownership

  1. Managing Member. The Founder holds 51% ownership and serves as Managing Member.

  2. Principal Member. Tiano may hold 41% ownership, contingent on cash contributions approximating $9,720.

  3. Discretionary Pool. 8% ownership is reserved for discretionary profit-only gifts, awards, or minority stakes.

  4. Profit-Only Holders. 9%ers hold profit-only shares with 0.5 vote each; they are not required to contribute labor.

  5. Voting Holders. Members with ≥11% ownership receive 1 full vote and must contribute proportional labor.

  6. Vote Blocks. Voting is calculated in 10% blocks:

    • 51% = 5 votes, 41% = 4 votes, etc.

    • Ties = no-go; issues must be reconsidered.

Article V – Capital Contributions & Expense Sharing

  1. Startup Phase. Members contribute to startup costs proportionally to ownership %.

  2. Operating Phase. Once revenues cover expenses, the Company pays costs directly.

  3. Deficits. If the Company goes into deficit (“red”), Members may be called to contribute proportionally.

Article VI – Profits, Losses & Distributions

  1. Priority of Funds. Monthly revenues are applied in this order:

    • (a) Taxes and legal obligations,

    • (b) Fixed bills and insurance,

    • (c) Wages,

    • (d) Reserves (≥20% retained),

    • (e) Profit distributions.

  2. Schedule. Profits are distributed semiannually (every 6 months).

  3. Reserves. The Company must maintain reserves equal to at least 3 months of operating expenses before profit distributions.

  4. Profit-Only Holders. Receive only their proportional semiannual distributions.

  5. Voting Members. Receive wages + proportional distributions.

Article VII – Buy-In / Sell-Out Rules

  1. Buy-In. New Members must contribute capital equal to the % interest sought.

  2. Approval. All ownership transfers require Managing Member approval.

  3. Right of First Refusal. Existing Members have priority to purchase any interest before outside parties.

Article VIII – Employment & Inclusivity

  1. Equal Opportunity. The Company shall not discriminate on any protected basis.

  2. Neurodiverse Hiring. At least 1 autistic employee per 10 employees, beginning at 20 total employees.

  3. Support Directors. For every 8 autistic employees, the Company must hire 1 dedicated support director.

  4. Training. All staff receive orientation in Company principles and neurodiversity awareness.

Article IX – Communications & Client Care

  1. Follow-Up Visits. Within one week of each job, an elder or light-duty worker shall deliver goodwill items (donuts, coffee, snacks) and gather feedback.

  2. Ambassador Role. Elders, retirees, or injured workers shall serve as Client Care Ambassadors.

  3. Purpose. Strengthens quality control and provides meaningful roles for non-field workers.

Article X – Work Practices & Professional Standards

  1. Jabotka Method. All problems are fixed immediately before moving to the next task. Work must be completed fully.

  2. Daily Readiness. Supervisors check crew fitness each morning; unfit workers may be supported, reassigned, or sent home.

  3. Uniforms & Appearance. Employees must present consistent, professional attire, with Company insignia.

  4. Stretch & Flex. Mandatory morning warm-up routine.

  5. Breaks & Lunch.

    • Lunch = 40 minutes (30 unpaid + 10 paid transition).

    • Two 20-minute paid rest breaks per 8-hour shift.

  6. Midday Regroup. After lunch, crews tidy up, debrief, and reset for the remainder of the day.

rticle XI – Fleet & Dispatch

  1. Truck Storage. Trucks are stored at Company shops or dispatch yards, not at personal residences unless approved.

  2. Dispatch Yards. The Company may establish regional dispatch bases for distant employees.

  3. Travel. Travel from home to shop/dispatch yard is personal responsibility; Company time begins at dispatch.

Article XII – Strategic Property & Infrastructure

  1. Property Acquisition. The Company shall acquire properties at strategic intervals to serve as hubs.

  2. Sustainability. Each property will include solar power, EV charging stations, and battery packs/trailers for mobile energy.

  3. Branding. Infrastructure investments are part of Chute Pros’ long-term growth and independence strategy.

Article XIII – Public vs. Private Bylaws

  1. Public Bylaws. Founding Principles, inclusivity, communications, and safety shall be public-facing.

  2. Private Bylaws. Profit models, fleet rules, property strategy, and reinvestment policies are confidential and accessible only to Members via secure means.

Article XIV – Safety & PPE

  1. Mandatory PPE. All employees must use Company-issued PPE in accordance with OSHA/WISHA.

  2. SAR Full-Face Respirators. For chute cleaning, compactor washing, or other high-exposure tasks, workers must wear supplied-air respirators (SARs) with anti-fog capability.

  3. Other PPE. Gloves, Tyvek suits, harnesses, boots, helmets, and hearing protection are required where applicable.

  4. Enforcement. Supervisors enforce PPE rules; refusal results in removal from site.

Article XV – Dissolution

The Company may dissolve only with Managing Member consent or as required by law. Assets shall be liquidated, debts paid, and remaining value distributed proportionally to Members.

Article XVI – Miscellaneous

  1. Governing Law. Washington State law governs.

  2. Amendments. Require unanimous written consent of all Members.

  3. Indemnification. Members acting in good faith shall be indemnified to the fullest extent of the law.

  4. Severability. Invalid provisions do not affect the rest of the Agreement.

  5. Entire Agreement. This document constitutes the complete bylaws of Chute Pros LLC.

IN WITNESS WHEREOF, the Members of Chute Pros LLC execute this Agreement as of the date of formation and agree to be bound by its terms.