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.
1.1 The Entity is named ACME LABS LLC and is identified by acme-labs.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.
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.
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 economic interest passes to their estate, and their recorded capacities lapse.
3.1 The Entity is bound toward third parties when any Manager, or a majority of the Members, acts in its name.
3.2 This Constitution, and anything recorded under it, changes when a majority of the Members approves the change.
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 by majority, and failing agreement 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.
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, only the property of the Entity answers, and no Member is personally liable beyond their recorded contribution. Where the Entity is not recognised as a legal person, a claimant may look to the Members notwithstanding this clause.
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.
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.
Adopted by the Members on 2026-09-15, and recorded under acme-labs.entity.id. The Registry Rules in force at adoption are accepted by this adoption.