Corporate Governance

Canonical reference synthesized 2026-05-06 from 8 source docs in ~/trc-drive-exec/Corporate Governance/. Newer docs supersede older where they conflict.

Overview

This document covers the legal formation, registration, tax identification, insurance, and organizational structure of The Recording Club's operating entity, Tiny Room Studios LLC (a Delaware LLC), and its associated nonprofit entity, Tiny Room Gives, Inc. The LLC operates a music recording studio membership business at 1660 9th St, Santa Monica, CA 90404, under the trade name "The Recording Club." Governance is manager-managed under a Board of Managers structure with two classes of membership units (Class F voting and Class P non-voting profits-interest).

Legal Entities

Tiny Room Studios LLC

Sources: [Tiny Room Studios LLC - EIN - Filed 03-17-22.pdf, 2025-09-29] | [Tiny Room Studios LLC - CA FQ - 04-19-22 Filed.pdf, 2025-09-29]

Tiny Room Gives, Inc.

Note: The D-U-N-S was issued in response to an Apple Developer Program enrollment request. No formation docs for this entity are included in this governance bundle — structure, jurisdiction, and tax status are not confirmed by source documents here.

Source: [Tiny Room Studios LLC Mail - Your D-U-N-S Number is enclosed_.pdf, 2024-10-03]

Registration and Compliance Filings

California Statement of Information (SOI)

Filed June 1, 2022 with the California Secretary of State.

• File No.: BA20220310737
• Entity No.: 202250017978
• Principal / Mailing / California office address at filing: 6819 West Boulevard, Inglewood, CA 90302
• Type of Business: Music Production
• Agent for Service of Process: Greg Spero, 6819 West Boulevard, Inglewood, CA 90302
• Members/Managers listed at SOI filing: Greg Spero, Will O'Brien, Laurence Midler (all at the Inglewood address)
• CEO: None entered
• E-notifications: Opted in
• Signed by: Greg Spero, 06/01/2022

Source: [Tiny Room LLC - SOI Filing - 6-1-2022.pdf, 2025-09-29]

California Foreign Qualification

• Certificate of Registration issued by California Secretary of State (Shirley N. Weber, Ph.D.) on April 19, 2022
• Confirms entity qualified to transact intrastate business in California as of April 8, 2022
• California name: TINY ROOM STUDIOS LLC

Source: [Tiny Room Studios LLC - CA FQ - 04-19-22 Filed.pdf, 2025-09-29]

Delaware Registered Agent

• Registered Office: 16192 Coastal Highway, Lewes, Delaware 19958
• Registered Agent: Harvard Business Services, Inc. (at same address)

Source: [Tiny Room Studios A&R Operating Agreement 6-17-24.docx, 2024-08-08]

Address History

Organizational Documents / Operating Agreement

Original LLC Agreement (2022)

• Effective date: March 14, 2022 (date of Delaware Certificate of Formation)
• Signed by: Laurence Midler, William O'Brien (Provenonce, Inc.), Gregory Spero, Julien Gamache, Jeffrey Miller

Capital Table (Schedule I — from original 2022/2023 operating agreement):

Board of Managers (original agreement, Schedule II):

Note: The 2022/2023 agreement defined "Class F Majority" as >65% of Class F Units.

Source: [Operating Agreement 2023.pdf, 2024-08-08]

Amended & Restated Operating Agreement (A&R, 2024)

• Adopted: March 22, 2022 (original); Amended and Restated as of: July 1, 2024
• Signed by (A&R agreement): Laurence Midler, Provenonce Inc. (William O'Brien), Gregory Spero, Jeffrey Miller, plus "[NAMES OF NEW INVESTORS]" placeholder

Key changes from original to 2024 A&R:

• "Class F Majority" redefined: from >65% (2022 agreement) to >50% (2024 A&R)
• Business purpose expanded: from "records and produces music" to "ownership of businesses that records and produces music, music-related events and such other activities"
• Competitor definition broadened: from entities "engaged in recording music" to entities "engaged in the business activities then conducted by the Company"
• Board composition expanded to 5 managers (was 3); added seats for the Class F Majority (non-Spero/Midler/Provenonce) and an independent director designated jointly by Midler and Spero
• Greg Spero CEO protection added: Spero may not be removed from CEO position except by the standard applicable to Managers (willful material breach or fraud/embezzlement)
• Greg Spero dilution protection added: Company may not issue Class F Units or securities convertible into Class F Units without Spero's written consent or making him whole on percentage ownership
• Schedule I (cap table) in the A&R agreement reads: "[Insert Cap Table Here]" — not populated in the document bundle

Authorized units (A&R 2024):

• Class F Units: 3,500,000 authorized
• Class P Units: 500,000 authorized (non-voting profits interests / incentive units)

Board composition per A&R 2024 (Schedule II):

Source: [Tiny Room Studios A&R Operating Agreement 6-17-24.docx, 2024-08-08]

Insurance

Current BOP — Travelers (2026–2027)

Policy: Business Owner's Policy (BOP) Policy Number: BIP-C8676773-26-42 Insuring Company: Fidelity and Guaranty Insurance Company (a Travelers subsidiary) Agent/Broker: Crawford & Partners Ins, 27 Outrigger St Apt 4, Marina Del Rey, CA 90292 Policy Period: April 29, 2026 – April 29, 2027 Premium: $12,058.00 (provisional) Issue Date: April 28, 2026 Claims Reporting: 1-800-238-6225

Insured Name and Address:

TINY ROOM STUDIOS LLC 1660 9TH ST SANTA MONICA CA 90404-3704

Property Coverage:

Commercial General Liability Coverage:

CGL rated on $750,000 gross sales (music recording studios, CA 90404).

Source: [Tiny Room Studios LLC 2026 Travelers BOP.pdf, 2026-05-02]

Prior Liability Insurance — Hartford (2025–2026)

A Certificate of Liability Insurance (COI) from Hartford Casualty Insurance Company was issued February 7, 2026, for the prior policy period. The certificate was issued to the building landlord (Brian M. and Sarah Banks Living Trust, 1660 9th St, Santa Monica CA 90404) as additional insured.

Workers Compensation (Hartford):

• Policy Number: 10 WEC AS1ZE3
• Policy Period: April 29, 2025 – April 29, 2026
• EL Each Accident: $1,000,000
• EL Disease – Each Employee: $1,000,000
• EL Disease – Policy Limit: $1,000,000
• Producer: Fields Group Ins Services LLC, 228 Park Ave S PMB 945665, New York NY 10003 / (646) 979-9010

Source: [2026 Tiny Room Liabilty Insurance.pdf, 2026-02-07]

Key Facts at a Glance

• Legal entity: Tiny Room Studios LLC, Delaware LLC, California-qualified
• California File Number: 202250017978
• EIN: 88-1284853 (IRS notice date March 17, 2022)
• IRS name control: TINY
• Nonprofit affiliate D-U-N-S: 125304432 (Tiny Room Gives, Inc.)
• Current address: 1660 9th St, Santa Monica, CA 90404-3704
• Delaware registered agent: Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, DE 19958
• Landlord: Brian M. and Sarah Banks Living Trust (additional insured on liability policy)
• Current BOP policy: BIP-C8676773-26-42, Travelers/Fidelity & Guaranty, 04/29/2026–04/29/2027, premium $12,058
• BOP broker: Crawford & Partners Ins, Marina Del Rey
• CGL Each Occurrence: $2,000,000 / Aggregate $4,000,000
• Building coverage: $1,990,234 replacement cost; BPP $500,000
• Majority member: Gregory Spero — 53.70% of Class F Units (per 2023 operating agreement cap table)
• Total capital raised (per 2023 cap table): $350,000 from five members across 1,170,000 Class F Units
• Governing agreement: A&R Operating Agreement effective July 1, 2024 (supersedes March 22, 2022 original)
• Board size: 5 managers (per A&R 2024; was 3 per original)
• Class F Majority threshold: >50% (per A&R 2024; was >65% in original 2022 agreement)

Open Questions / Contradictions

1. A&R cap table not populated. The July 2024 A&R Operating Agreement's Schedule I reads "[Insert Cap Table Here]." It is unclear whether the 2023 cap table (Spero 53.7%, Midler 22.68%, Provenonce 18.09%, Gamache 4%, Miller 4%, total $350K raised) reflects the current ownership, or whether the A&R was executed in connection with a new capital raise that changed the table. The "[NAMES OF NEW INVESTORS]" placeholder on the signature page suggests additional investors may have joined at execution.

2. Julien Gamache absent from A&R signature block. The 2023 agreement lists Gamache as a 4% Class F member. The 2024 A&R signature block does not include Gamache — only Midler, O'Brien/Provenonce, Spero, Miller, and "[NAMES OF NEW INVESTORS]." Whether Gamache's stake was bought out, transferred, or simply omitted from the draft is unclear.

3. Tiny Room Gives, Inc. formation docs not in bundle. The D-U-N-S email confirms the nonprofit exists and has a D-U-N-S number (125304432), but no articles of incorporation, bylaws, 501(c) determination letter, or CA registration for Tiny Room Gives, Inc. appear anywhere in this bundle.

4. Address on SOI vs. current. The 2022 SOI lists 6819 West Blvd, Inglewood as the principal/California office. The current insurance and EIN notice address is 1660 9th St, Santa Monica. No updated SOI filing reflecting the address change is in this bundle — it is unclear whether an updated SOI was filed with the CA Secretary of State.

5. Workers comp coverage gap. The Hartford COI (WC policy 10 WEC AS1ZE3) ran April 29, 2025–April 29, 2026. The Travelers BOP (BIP-C8676773-26-42) starting April 29, 2026 does not appear to include a workers compensation component. No workers comp policy for the 2026–2027 period is documented in this bundle.

6. Personal & Advertising Injury excluded. The current Travelers BOP CGL excludes Personal & Advertising Injury coverage. This is a potential gap worth reviewing with the broker, particularly for a business with a public-facing brand and online presence.

7. Provenonce, Inc. ownership details. William O'Brien acts as signatory for Provenonce, Inc. (18.09% holder). No information on the nature, jurisdiction, or other owners of Provenonce, Inc. is present in this bundle.

Sources