Not really talking in circles at all -- I'm trying to slice through the spin and the arm waving...
All law is based on opinions and precedent.
I asked my law firm for an opinion -- they gave one and cited precedent -- the facts are against you at the moment -- that your "member managed llc" -- is so thin and it's obvious from the level of skill demonstrated here in the forum that your "members" are not sophisticated investors. I'm certain that your market cap is too small for the SEC to get involved at the moment until enough of your fanbase turns on you and starts filing complaints with the feds.
I'm actually on your side -- I think if it what you were doing was actually sanctioned by the SEC that you'd have a great model for crowd-funding-equity -- but all I see is wishful thinking...
"HOPE IS NOT A STRATEGY"
Do you have links to actual legal wording on the subject, as I have already provided to you?
I don't really care to dance
I'm not a lawyer, nor do I play one on TV ;-)
But what I do have 25+ years of building and running businesses in addition to an MBA
What I provided was the legal opinion of one that cited case law examples.
What YOU need is to pay your own lawyer to provide you with an opinion -- or better yet, get an exemption letter from the SEC and FINCEN. That way if you get sued you have some basis for your assertion.
In addition to the whole unregistered security issue, the LLC doesn't really appear to be member-managed at all -- but rather manager-managed.
If a member wanted to come and inspect the books as well as the meeting minutes, where would one go? By law you have to have paper copies available for inspection by the members during reasonable business hours and make available for nominal fee the ability to make copies of same or permit them to make copies by their own method.
The LLC doesn't pay (or provide benefits to) anyone to manage the LLC, so is therefore not manager-managed. If kosmost manages the LLC then it is still member-managed. From early on I have noted my intention not to take any special benefits for myself or anyone else to help with Karmashares, and none has been received.
The actual coding of the law is important, not just "opinions" and such. Law is based on code, not opinions. Law is codified so people like you and I (or lawyers and judges) can reference or interpret them. You only need the internet and a pair of eyes to read it.
Furthermore, the state in which the LLC operates is also important, as there are additional laws that can apply in matters where Federal law does not.
Regardless, I'd rather discuss the future of Karma and work on a proper transition and discuss such matters with legal counsel unless we can here uncover something more substantive.
