Financial Services Sector Coordinating Council (FSSCC) LLC SECOND AMENDMENT Changes Addressed by Second Amendment Original LLC (Pertinent Content)Second.

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Presentation transcript:

Financial Services Sector Coordinating Council (FSSCC) LLC SECOND AMENDMENT Changes Addressed by Second Amendment Original LLC (Pertinent Content)Second Amendment (Changes) 4.1Board of Managers “The management, control, and operation of the LLC shall be vested EXCLUSIVELY in the Board of Managers (the “Board”).” Each member shall designate one person 2.1Board of Managers Removed the word “Exclusively” for consistency in allowing changes in day-to-day operation, per amendments to section [No Heading / Covers Authority of the Board and Officers] Vests full and complete authority in the board to manage the business affairs of the LLC Vests day-to-day operation in the officers 2.2 [No Heading / Covers Authority of the Board and Officers] Added sentence to permit the officers to appoint an Executive Committee to assist in the day to day operation of the LLC 4.3 Officers “The Chairperson shall be the Financial Services Private Sector Coordinator for Critical Infrastructure Protection (the “Coordinator”) appointed for a two-year term by the Department of Treasury.” Chairperson appoints Vice-Chairperson, ratified by the Board Secretary selected by the Chairperson 2.3 Officers Outgoing Chairperson appoints incoming Chairperson, ratified by the Board Chairperson appoints Vice-Chairperson, ratified by the Board Secretary selected by the Chairperson Chairperson and Vice-Chairperson terms staggered by one year Secretary term matches that of the Chairperson 6.1Committees Board may assign committees Committee Chairpersons chosen by the membership of the committee “Reports of any committee activity shall be presented at each Board Meeting.” 2.4 Committees Changed to have committee Chairpersons chosen by the Chairperson and ratified by the Executive Committee or the Board Removed language requiring reports at each Board meeting. 9.4Tax Matters Addresses legal requirement to assign an LLC Member as representative for federal income tax purposes Designates the Coordinator ad the tax matters partner 2.5Tax Matters Changes the language so that the Chairperson serves as the tax matters partners (required because the concept of a Coordinator as appointed by the Treasury has been removed from the LLC agreement) *Note, this summary does not constitute any part of the LLC agreement. Members may not rely on this summary and must review the actual language of the Agreement, First Amendment, and Second Amendment.

Financial Services Sector Coordinating Council (FSSCC) LLC SECOND AMENDMENT Changes Addressed by Second Amendment Original LLC (Pertinent Content)Second Amendment (Changes) 2.6Intellectual Property Rights Members maintain rights in intellectual property created outside the LLC All information disclosed by Members is deemed non-confidential unless expressly agreed to in writing LLC shall own and have the right to publish all intellectual property developed as a result of its efforts The LLC may enter into a written agreement to modify its intellectual property rights Members are granted a non-exclusive, irrevocable, royalty-free, non- transferrable license to use LLC intellectual property internally More expansive rights may be granted to Members in writing with the approval of the Executive Committee 2.7[No Heading / Cures Member Signing Gaps] Indicates that Members who sign the Second Amendment are considered to have fully signed and agreed to all parts of the agreement as of the effective date of the Amendment Must be signed by all members who have not “papered-in” and 2/3 of all members for approval *Note, this summary does not constitute any part of the LLC agreement. Members may not rely on this summary and must review the actual language of the Agreement, First Amendment, and Second Amendment.