Constitution of ACME LABS LLC
====

Preamble
----

We, the undersigned Members, constitute **ACME LABS LLC** as an entity distinct from ourselves, and adopt this Constitution as the terms by which it exists, acts, and changes. This document and its computable record on the Entity.ID register are two renderings of one meaning.

Article I - Identity
----

**1.1** The Entity is named **ACME LABS LLC** and is identified by **acme-labs.public.entity.id**.

**1.2** The purpose of the Entity is any lawful activity, initially the development and sale of software.

**1.3** Where the Entity is recognised as a legal person under any law, that person is its successor: it carries this identifier, this record, and this Constitution so far as that law permits, and where a term conflicts with that law the term yields as to that law only and remains in force among the Members.

Article II - Members
----

**2.1** The Members are the persons named in the register, 2 in number, each holding only the capacities recorded beside their name. A person is a Member only while so named; the register controls over any other document, and over any key. At adoption the roll records:
-  Amara Osei - a natural person, holding the recorded capacities act, amend and withdraw
-  Jordan Reyes - a natural person, holding the recorded capacities amend and withdraw

**2.2** A person becomes a Member only by their own consent, given freely and with knowledge of this Constitution, by a person able to understand what they consent to. Consent compelled by force, or obtained by deception, is void.

**2.3** Each Member shall act in good faith toward the Entity and toward the other Members in exercising a capacity. This duty may not be excluded.

**2.4** A Member whose recorded capacities include withdrawal may leave by their own act, without the consent of any other.

**2.5** On the death or incapacity of a Member, their capacities lapse and their interest passes to their successor in title, who holds it without capacity until admitted.

Article III - Powers
----

**3.1** The Entity is bound toward third parties when the Manager, or a majority of the Members acting together acts in its name.

**3.2** This Constitution, and anything recorded under it, changes on the approval of a majority of the units in issue.

**3.3** A matter not provided for is decided by the rule in 3.2. A question about the meaning or application of this Constitution is decided by the Members, under the rule in 3.2, and failing agreement by the arbitrator recorded in the register.

**3.4** This Constitution prevails over every act of the Entity. An act contrary to it is void and is recorded as void.

Article IV - Property and Answerability
----

**4.1** The Entity holds property and incurs obligations in its own name. Property of the Entity is not property of a Member, and the personal obligations of a Member are not obligations of the Entity.

**4.2** For the obligations of the Entity, no Member is personally answerable. Where the Entity is not recognised as a legal person, a claimant may look to the Members notwithstanding this clause.

Article V - Record
----

**5.1** Every act and every amendment is recorded - what was decided, by whom, and when - and is signed with the key of the address recorded against the signer. An act so recorded and signed is a writing signed by that person.

**5.2** Every Member may inspect this Constitution, the register, and the record of acts, at any time.

**5.3** Where the computable record can decide a matter, it decides. Where it cannot, this document governs, read by its plain meaning and its stated purpose.

Article VI - Duration and Change
----

**6.1** The Entity exists perpetually, and is dissolved when that term ends or when an amendment declares it ended, whereupon it may act only to wind up its affairs.

**6.2** Terms specific to this Entity may be attached as numbered **Extensions**, adopted and amended as this Constitution is. An Extension may add to or constrain this Constitution; it may not contradict the Registry Rules.

Extension E1 - Economic Interest
----

**E1.1** The economic interest in the Entity is denominated in membership units, fungible, representing ownership, voting and economic interest.

**E1.2** The classes of units are: Common Units - 1,000 authorized, voting.

**E1.3** At adoption the units are held as follows: Amara Osei - 600 Common Units (60.00% of the units in issue); Jordan Reyes - 400 Common Units (40.00% of the units in issue).

**E1.4** Distributions are made pro rata to units held, when declared by a majority of the units in issue.

**E1.5** On transfers, a transfer takes effect only with the consent of a majority of the units in issue.

Adoption
----

Adopted by the Members on 15 September 2026, and recorded under acme-labs.public.entity.id. The Registry Rules in force at adoption are accepted by this adoption.

*Signature table - record hash - announcement reference*

# Constitution of {{entityName}}

## Preamble

We, the undersigned {{constituentNounPlural}}, constitute **{{entityName}}** as an entity distinct from ourselves, and adopt this Constitution as the terms by which it exists, acts, and changes. This document and its computable record on {{register}} are two renderings of one meaning.

## Article I - Identity

**1.1** The Entity is named **{{entityName}}** and is identified by **{{identifier}}**.

**1.2** The purpose of the Entity is {{purpose}}.

**1.3** Where the Entity is recognised as a legal person under any law, that person is its successor: it carries this identifier, this record, and this Constitution so far as that law permits, and where a term conflicts with that law the term yields as to that law only and remains in force among the {{constituentNounPlural}}.

## Article II - {{constituentNounPlural}}

**2.1** The {{constituentNounPlural}} are the persons named in the register, {{constituentCount}} in number, each holding only the capacities recorded beside their name. A person is a {{constituentNoun}} only while so named; the register controls over any other document, and over any key. At adoption the roll records:

{{#ulist constituents}}
{{name}} - {{constituentText}}
{{/ulist}}

**2.2** A person becomes a {{constituentNoun}} only by their own consent, given freely and with knowledge of this Constitution, by a person able to understand what they consent to. Consent compelled by force, or obtained by deception, is void.

**2.3** Each {{constituentNoun}} shall act in good faith toward the Entity and toward the other {{constituentNounPlural}} in exercising a capacity. This duty may not be excluded.

**2.4** A {{constituentNoun}} whose recorded capacities include withdrawal may leave by their own act, without the consent of any other.

**2.5** On the death or incapacity of a {{constituentNoun}}, {{deathIncapacityRule}}.

## Article III - Powers

**3.1** The Entity is bound toward third parties when {{actRule}} acts in its name.

**3.2** This Constitution, and anything recorded under it, changes on the approval of {{amendmentRule}}.

**3.3** A matter not provided for is decided by the rule in 3.2. A question about the meaning or application of this Constitution is decided by {{interpreter}}.

**3.4** This Constitution prevails over every act of the Entity. An act contrary to it is void and is recorded as void.

## Article IV - Property and Answerability

**4.1** The Entity holds property and incurs obligations in its own name. Property of the Entity is not property of a {{constituentNoun}}, and the personal obligations of a {{constituentNoun}} are not obligations of the Entity.

**4.2** For the obligations of the Entity, {{answerabilityRule}}. Where the Entity is not recognised as a legal person, a claimant may look to the {{constituentNounPlural}} notwithstanding this clause.

## Article V - Record

**5.1** Every act and every amendment is recorded - what was decided, by whom, and when - and is signed with the key of the address recorded against the signer. An act so recorded and signed is a writing signed by that person.

**5.2** Every {{constituentNoun}} may inspect this Constitution, the register, and the record of acts, at any time.

**5.3** Where the computable record can decide a matter, it decides. Where it cannot, this document governs, read by its plain meaning and its stated purpose.

## Article VI - Duration and Change

**6.1** The Entity exists {{term}}, and is dissolved when that term ends or when an amendment declares it ended, whereupon it may act only to wind up its affairs.

**6.2** Terms specific to this Entity may be attached as numbered **Extensions**, adopted and amended as this Constitution is. An Extension may add to or constrain this Constitution; it may not contradict the Registry Rules.

{{#clause economicInterest}}
## Extension E1 - Economic Interest

**E1.1** The economic interest in the Entity is denominated in {{stakeModel}}.

**E1.2** The classes of units are: {{unitClasses}}.

**E1.3** At adoption the units are held as follows: {{holdings}}.

**E1.4** Distributions are made {{distributions}}.

**E1.5** On transfers, {{transfers}}.

{{/clause}}

## Adoption

Adopted by the {{constituentNounPlural}} on {{adoptedOn as "D MMMM YYYY"}}, and recorded under {{identifier}}. The Registry Rules in force at adoption are accepted by this adoption.

*Signature table - record hash - announcement reference*

/*
 * id.entity.render.core - the render view model for constitution-core.
 *
 * NOT a canonical data model. The canonical instance is an
 * id.entity.core@2.2.0.Constitution (models/core@2.2.0.cto); this concept
 * is its deterministic text projection, produced by
 * lib/project-render-data.mjs (the declared six-answers map) and consumed
 * by templates/en/constitution.md. Property paths are preserved from the
 * canonical model (coherence rule): a typed answer under `actRule`
 * projects to a String under `actRule`. Computed presentation fields
 * carry a `Text` suffix and exist only here.
 *
 * Versioned with the catalog package (constitution-core@2.2.0), not
 * published to the model registry.
 *
 * provenance:
 *   source: models/core@2.2.0.cto + models/ext-e1@0.1.0.cto (projection)
 *   licence: Apache-2.0
 */
namespace id.entity.render.core@2.2.0

import org.accordproject.runtime@0.2.0.{Request,Response} from https://models.accordproject.org/accordproject/runtime@0.2.0.cto

concept ConstituentRender {
  o String name
  o String constituentText
}

/**
 * Projection of an adopted E1 EconomicInterestExtension (company variant).
 * unitClasses and holdings are pre-joined text, not list concepts: the
 * engine evaluates list blocks eagerly even inside a clause block that is
 * later skipped, so a list under this optional concept would fail for
 * instances without E1 (marriage, network state).
 */
concept EconomicInterestRender {
  o String stakeModel
  o String unitClasses
  o String holdings
  o String distributions
  o String transfers
}

@template
concept ConstitutionRender identified by identifier {
  o String entityName
  o String identifier
  o String register
  o String purpose
  o String constituentNoun
  o String constituentNounPlural
  o Integer constituentCount
  o ConstituentRender[] constituents

  // The six answers, projected concept -> String under the same names
  o String deathIncapacityRule
  o String actRule
  o String amendmentRule
  o String interpreter
  o String answerabilityRule
  o String term

  // Present only when the instance adopts E1 (company variant); the
  // template's E1 clause block is skipped when absent.
  o EconomicInterestRender economicInterest optional

  o DateTime adoptedOn
}