Otaku Haven

# Run: run-2026-04-25-14-45-09
# Purpose: Produce formation, governance, and brand documents for Otaku Haven LLC

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## Execution Order

Complete tasks in the order listed. Do not begin TASK-002 until TASK-001 is complete and its output file exists. TASK-003 is independent and may be completed after TASK-001 or TASK-002 in any order.

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## TASK-001 — Operating Agreement

**ID:** TASK-001

**Description:** Produce a complete Operating Agreement for Otaku Haven LLC as a Texas member-managed LLC. This is a full legal-style document covering entity structure, membership, governance, capital, distributions, transfers, and dissolution. All facts must be drawn from the declared input file — do not invent any canonical facts.

**Inputs:**
- `trail/meta/files/Otaku_Haven_Reference_Data.md`

**Output:**
- `Business Plan/01-Formation-and-Brand/Operating-Agreement.docx`

**Required Content:**

The Operating Agreement must include all of the following sections:

1. **Entity Information**
   - Legal name: Otaku Haven LLC
   - Trade name (DBA): Otaku Haven
   - Entity type: Texas LLC (member-managed)
   - Formation date: January 8, 2026
   - EIN: 84-1234567
   - State of formation: Texas
   - Registered agent: James Whitfield, Bridgehead Registered Agent Services
   - Principal office: 2847 S Lamar Blvd, Suite 105, Austin, TX 78704

2. **Members, Equity, and Roles**
   - James Whitfield — 40% membership interest — Managing Member
   - Kelli Nakamura — 35% membership interest — Member
   - Reserved/Unallocated — 25% membership interest — unissued (available for future investor or partner)
   - Total: 100%

3. **Capital Contributions**
   - Initial startup budget: $250,000 (referenced as total initial capital)
   - Monthly owner contributions: $2,000/month per the reference data (12-month runway supplement = $24,000)
   - Total Available Capital Year 1: $274,000
   - Do not invent member-specific contribution split; the reference data does not specify one. Note this is total capital available.

4. **Management Structure**
   - Member-managed LLC
   - James Whitfield acts as Managing Member with day-to-day authority
   - Kelli Nakamura participates in major decisions per voting thresholds

5. **Voting Rights and Decision-Making Thresholds**
   - Routine operational decisions: Managing Member authority
   - Major decisions (e.g., incurring debt above a material threshold, admitting new members, amending this agreement, dissolution): require approval of members holding a majority of issued membership interests (i.e., more than 50% of currently issued interests)
   - Note: with 40% and 35% currently issued (75% total), both active members must agree to reach a majority on major decisions

6. **Distributions Policy**
   - Distributions are made at the discretion of the Managing Member, subject to the LLC maintaining sufficient operating reserves
   - Distributions, when made, are allocated pro rata to members' percentage interests

7. **Transfer Restrictions and Right of First Refusal**
   - Members may not transfer their interest without prior written consent of all other members
   - Right of first refusal: any member wishing to transfer their interest must first offer it to the remaining members at the same price and terms

8. **Reserved Equity Block Provisions**
   - The 25% reserved block is unissued and unallocated
   - Issuance of any portion of the reserved block requires unanimous written consent of all current members
   - The Operating Agreement should address the mechanism for issuing this block but must not define specific terms for any hypothetical future investor

9. **Dissolution Provisions**
   - Dissolution requires unanimous written consent of all members holding issued interests, or occurs upon events required by Texas law
   - Upon dissolution: wind down operations, pay liabilities, distribute remaining assets pro rata to members

10. **Governing Law**
    - This agreement is governed by the laws of the State of Texas, including the Texas Business Organizations Code

**Acceptance Criteria:**
1. Document contains all 10 required sections listed above.
2. Entity name is "Otaku Haven LLC", formation date is January 8, 2026, EIN is 84-1234567, registered agent is "James Whitfield, Bridgehead Registered Agent Services", principal office is "2847 S Lamar Blvd, Suite 105, Austin, TX 78704".
3. Ownership is stated as: James Whitfield 40% (Managing Member), Kelli Nakamura 35% (Member), 25% reserved/unallocated.
4. Capital contributions reference $250,000 startup budget and $2,000/month owner contributions from the reference data.
5. Governing law is Texas. Structure is consistent with member-managed Texas LLC conventions.
6. No facts are invented that are not present in `trail/meta/files/Otaku_Haven_Reference_Data.md` or this task description.
7. File is produced as .docx at `Business Plan/01-Formation-and-Brand/Operating-Agreement.docx`.

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## TASK-002 — Cap Table Summary

**ID:** TASK-002

**Description:** Produce a one-page Ownership/Cap Table Summary for Otaku Haven LLC, formatted for inclusion in an investor package. This document summarizes the ownership structure and capital in a concise, investor-readable format. Values must exactly match the completed Operating-Agreement.docx.

**Dependency:** TASK-001 must be complete before beginning this task.

**Inputs:**
- `trail/meta/files/Otaku_Haven_Reference_Data.md`
- `Business Plan/01-Formation-and-Brand/Operating-Agreement.docx` (cross-document dependency — read to confirm exact values before producing this document)

**Output:**
- `Business Plan/01-Formation-and-Brand/Cap-Table-Summary.docx`

**Required Content:**

The Cap Table Summary must be one page and must include:

1. **Header / Document Identity**
   - Entity name: Otaku Haven LLC
   - Document title: Ownership / Cap Table Summary
   - Date of formation: January 8, 2026

2. **Ownership Table**
   A table showing all membership interests:

   | Member | Role | Equity % | Status |
   |---|---|---|---|
   | James Whitfield | Managing Member | 40% | Active / Issued |
   | Kelli Nakamura | Member | 35% | Active / Issued |
   | Reserved | Future Investor/Partner | 25% | Unissued / Reserved |
   | **Total** | | **100%** | |

3. **Capital Summary**
   - Initial startup budget / total initial capital: $250,000
   - Monthly owner contributions: $2,000/month (12 months = $24,000 runway supplement)
   - Total Available Capital Year 1: $274,000

4. **Disclaimer Line** (one line)
   - Note that this is a summary document and the Operating Agreement governs all membership rights and obligations.

**Acceptance Criteria:**
1. Document is one page.
2. Ownership table shows: James Whitfield (40%, Managing Member), Kelli Nakamura (35%, Member), Reserved (25%, unissued/reserved). Total equals 100%.
3. Formation date is January 8, 2026.
4. Capital figures ($250,000 startup budget, $2,000/month contributions, $274,000 total Year 1) are present and match Operating-Agreement.docx.
5. Names, percentages, and roles are identical to those in Operating-Agreement.docx.
6. No facts are invented that are not present in the declared inputs.
7. File is produced as .docx at `Business Plan/01-Formation-and-Brand/Cap-Table-Summary.docx`.

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## TASK-003 — Brand Style Guide

**ID:** TASK-003

**Description:** Produce the Brand Style Guide defining Otaku Haven's visual identity, typography, tone of voice, and usage rules. This document is the authoritative brand reference for all customer-facing materials produced in later intents. Actual logo artwork is not required — placeholder descriptions are acceptable where graphic assets would normally appear.

**Dependency:** None. This task may be executed after TASK-001 is complete (or after TASK-002, in any order).

**Inputs:**
- `trail/meta/files/Otaku_Haven_Reference_Data.md`

**Output:**
- `Business Plan/01-Formation-and-Brand/Brand-Style-Guide.docx`

**Required Content:**

The Brand Style Guide must include all of the following sections:

1. **Brand Overview**
   - Brand name: Otaku Haven
   - Entity: Otaku Haven LLC
   - Location: Austin, Texas (2847 S Lamar Blvd, Suite 105, Austin, TX 78704)
   - Positioning: A curated anime retail experience — approachable, knowledgeable, community-driven. Sits at the intersection of anime fandom culture and curated retail. Austin-local identity without being generic.

2. **Brand Name Usage**
   - Preferred usage: "Otaku Haven"
   - Legal / formal usage: "Otaku Haven LLC"
   - Acceptable abbreviations: define what is and is not permitted (e.g., "OH" as an internal abbreviation; define any restrictions on informal shortening)
   - Do not alter the name, use possessives inconsistently, or combine with unapproved taglines

3. **Logo Description and Usage Rules**
   - Describe the logo concept (placeholder description is acceptable — actual artwork is not required)
   - Usage rules: placement guidelines, minimum size, required clear space around logo
   - Color variants: primary (full color), single-color, reversed/white version for dark backgrounds
   - Prohibited uses: do not stretch, rotate, recolor outside approved palette, apply drop shadows, place on clashing backgrounds

4. **Color Palette**
   - Define a primary color palette with hex codes (minimum 2 primary colors)
   - Define a secondary/accent color palette with hex codes (minimum 2 secondary colors)
   - Note appropriate usage context for each color (e.g., primary brand color for headers and signage; accent for CTAs and highlights)
   - Colors should reflect the anime/fandom aesthetic while remaining professional and retail-appropriate

5. **Typography**
   - Heading typeface: specify font name and weight
   - Body typeface: specify font name and weight
   - Accent/display typeface (optional, for promotional materials): specify if used
   - Usage rules: when to use each typeface, minimum legible sizes, pairing rules

6. **Tone of Voice and Brand Personality**
   - Brand personality traits (3–5 traits, e.g., knowledgeable, welcoming, passionate, community-first)
   - Tone of voice in practice: how the brand speaks in store signage, social media, customer communications
   - What the brand is not (e.g., elitist, inaccessible, generic chain retail)
   - Austin-local framing: the store is embedded in the South Lamar community; voice should reflect local pride without excluding broader fandom community
   - Digital presence context: website OtakuHaven.store, social handles @OtakuHavenATX across Instagram, TikTok, and X

7. **Application Examples**
   - In-store signage: how the brand appears on exterior and interior signage
   - Business cards: layout guidance (logo placement, color, typography)
   - Social media: profile image guidance, post style/aesthetic, handle usage (@OtakuHavenATX)
   - Packaging: bags, tissue paper, stickers — color and logo application
   - Placeholder visuals or descriptions are acceptable in lieu of actual design mockups

**Acceptance Criteria:**
1. All 7 sections listed above are present with substantive content.
2. Color palette section includes hex codes for all defined primary and secondary colors.
3. Typography section specifies heading, body, and (optionally) accent typefaces with usage rules.
4. Tone of voice section reflects anime fandom/curated retail personality and Austin community identity.
5. Application examples section covers at minimum: signage, business cards, social media, packaging.
6. All entity information (name, location, digital handles) matches `trail/meta/files/Otaku_Haven_Reference_Data.md` exactly.
7. No canonical facts are invented that contradict the reference data.
8. File is produced as .docx at `Business Plan/01-Formation-and-Brand/Brand-Style-Guide.docx`.