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Board & Advisory Framework

Document Classification: Internal - Private
Version: 1.0
Last Updated: 2025-11-26
Owner: Tou Tong Vang, Founder & CEO
Distribution: Internal Use Only

Executive Summary​

Mavaro Systems LLC operates as a founder-led company without a formal board of directors. This framework defines the structure and limitations of advisory relationships while maintaining founder control over all strategic decisions.

1. Company Structure​

1.1 Founder-Led Governance​

  • No Formal Board: Mavaro Systems LLC does not maintain a board of directors
  • Founder Authority: All strategic decisions, operational controls, and company direction remain exclusively with Tou Tong Vang
  • Single Member Control: The company operates under single-member limited liability company structure with founder retention of full ownership and control

1.2 Decision Authority​

  • Strategic Planning: Founder retains exclusive authority over all strategic business decisions
  • Financial Controls: Founder maintains complete control over financial operations, funding decisions, and resource allocation
  • Operational Management: Day-to-day operations and tactical decisions remain under founder direction
  • Intellectual Property: All IP decisions, licensing, and technology strategy controlled by founder

2. Advisory Framework​

2.1 Advisory Relationships​

  • Voluntary Advisory Roles: Advisors may be engaged to provide expertise, industry knowledge, and strategic guidance
  • No Default Equity: Advisory relationships do not confer equity ownership or voting rights
  • Written Agreement Required: All advisory relationships must be documented through written agreements

2.2 Advisory Limitations​

  • No Voting Power: Advisors have no voting authority on company decisions, strategic direction, or operational matters
  • No Board Seats: Advisors are not members of any board of directors (as no board exists)
  • Consulting Only: Advisory input is limited to providing guidance and recommendations
  • No Decision Authority: Final decisions remain exclusively with founder

2.3 Advisory Agreement Requirements​

Each advisory relationship must include:

  • Scope of Services: Clearly defined areas where advisory input is requested
  • Compensation Terms: Payment structure or equity arrangement (if any)
  • Confidentiality Obligations: Protection of company information
  • Termination Provisions: Conditions for ending the advisory relationship
  • IP Ownership: Confirmation that any work product remains company property

3. Governance Controls​

3.1 Founder Protections​

  • Removal Protection: Founder cannot be removed from leadership position without explicit written consent
  • Veto Rights: Founder retains veto power over any advisory recommendations
  • Direction Setting: Founder maintains exclusive authority to set company vision and strategic direction
  • Equity Control: All equity changes require written amendment and founder approval

3.2 Advisory Review Process​

  • Performance Evaluation: Founder periodically evaluates advisory value and contribution
  • Relationship Management: Founder manages all advisory relationships and communication
  • Conflict Resolution: Founder resolves any conflicts between advisors or with company direction

4. Strategic Decision Process​

4.1 Decision Hierarchy​

  1. Founder: Primary decision maker for all strategic and operational decisions
  2. Advisors: Provide input, analysis, and recommendations
  3. Employees/Contractors: Execute decisions within their designated roles

4.2 Advisory Input Process​

  • Structured Consultation: Founder may seek advisory input on specific decisions or challenges
  • Information Sharing: Founder controls what information is shared with advisors
  • Recommendation Review: Founder evaluates advisory recommendations against company strategy and objectives

5. Future Board Considerations​

5.1 Board Development​

  • Founder Discretion: Any future consideration of formal board structure remains at founder's sole discretion
  • Equity Impact: Board establishment would require founder amendment of company ownership structure
  • Legal Requirements: Any board formation would comply with applicable state and federal regulations

5.2 Investor Considerations​

  • Future Funding: Formal board structure may be required by certain investors
  • Founder Control: Board formation would not diminish founder's control without explicit written agreement
  • Advisory Transition: Current advisors may be considered for future board positions at founder's discretion
  • LLC Requirements: Company structure complies with Delaware Limited Liability Company Act
  • Fiduciary Duties: Founder maintains fiduciary duties to company and members
  • Regulatory Compliance: Company operations comply with applicable business regulations

6.2 Documentation Requirements​

  • Advisory Agreements: All advisory relationships properly documented
  • Decision Records: Strategic decisions documented for legal and operational purposes
  • Amendment Procedures: Any changes to this framework require founder approval

7. Review and Updates​

7.1 Framework Review​

  • Annual Review: This framework is reviewed annually by founder
  • Advisory Assessment: Advisory relationships evaluated periodically for effectiveness
  • Structure Evolution: Framework updated as company evolves and grows

7.2 Amendment Process​

  • Founder Approval: All changes require founder written consent
  • Documentation: Updates properly documented and distributed
  • Legal Review: Significant changes reviewed for legal compliance

Contact Information​

Document Owner: Tou Tong Vang, Founder & CEO
Email: [Internal Contact Information]
Last Review Date: 2025-11-26
Next Review Date: 2026-11-26

This document contains confidential and proprietary information. Distribution is restricted to authorized personnel only.