Constitution and bylaws of
FREE EX LIBRIS VEL XENON
This library is dedicated to advancing the study of economics, law, markets, and liberty. As such, we offer books, the "Gloss Ex Law Free Ex Libris Vel Xenon,“ various articles and columns, and special topics. Virtually all material will be freely available, searchable, and proofread.
ARTICLE I - NAME
This business trust of Vel Xenon, Inc. formerly known as VEL XENON shall be known as the FREE EX LIBRIS VEL XENON (the Trust). The registered agent and registered office is Vel Xenon, Inc. and is founded by discretionary power of Community Founder and President Trevel Smith. The main website of the Trust shall of course be www.velxenon.org, until the Board of Trustees, Community Founder or Chairperson of the Board (Chancellor) according to the Articles & Bylaws of Vel Xenon, Inc.
ARTICLE II - STATEMENT OF PURPOSE
The mission of the FREE LIBRIS EX VEL XENON is to be the Board of Trustees of Vel Xenon, Inc., establish facilities for community law libraries and legal information exchanges, usually in the form of a free bookcases, in coordination with a network of individual volunteers and our independent movement organizations, including recognized Branches, Thematic Organizations, User Groups, and Partners, the Trust provides the essential infrastructure and an organizational framework for the support and development of trust projects and other endeavors which serve this mission. The Trust will make and keep useful information from its projects available on the Internet free of charge, in perpetuity.
ARTICLE III - BENEFICIARIES
Section 1. Certificate Holders
(A)The Trust beneficiaries will be members, affiliates, and/or community of Vel Xenon, Inc., or (B) otherwise interested in the practice of exchanging law and economic books between one person and another, (C) given transferable certificates and/or tokens, (D) be placed on registry and
Section 2. Limited
(A)Limited by guarantee.
ARTICLE IV - THE BOARD OF TRUSTEES
Section 1. General Powers.
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Trust shall be managed under, the direction of the Board of Trustees either directly or through a written delegation of authority.
Section 2. Number, Tenure, and Qualification.
The authorized number of Trustees of the Trust shall be at least five (5). Trustees are selected according to the process specified in Article IV, Section 3 below. Each Trustee shall hold office until the expiration of his or her term as specified in Article IV, Section 3 below, or until his or her earlier resignation, removal from office, or death.
Section 3. Selection.
(A) Governance priorities. The Board must be composed of Trustees with a diverse set of talents, experience, backgrounds, and competencies that will best fulfill the mission and needs of the Trust. The Board is committed to promoting diversity and inclusion both in terms of trustee composition and in other aspects of its work. The Board and its Trustees are understood to act as fiduciaries with regard to the Trust, and their duties include, but are not limited to, the fiduciary duty of care and the fiduciary duty of loyalty.
(B) Governance definitions. "Affiliates," as used in the Bylaws, shall be defined as Chapters, Thematic Organizations, and User Groups in good standing. "Community," as used in the Bylaws, shall be defined by the Board, consistent with the mission statement. "Chapters", “Thematic Organizations”, “User Groups”, and “Partners”, as used in these Bylaws, shall be defined by the Board, consistent with the mission statement, and will function as independent groups or legal entities that operate in coordination with the Trust to implement the mission statement. Branches, Thematic Organizations, User Groups, and Partners must have a formal agreement with the Trust. In no instance will a Branch, Thematic Organization, User Group, or Partner be an agent of the Trust
(C) Community-selected Trustees. Three Trustees will be selected from candidates approved through community voting. This process will be held every three years according to a rotational schedule to fill open Community-selected Trustee seats. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures. The Board shall determine who is qualified to vote for community-selected Trustees. The Board will approve candidates who receive the most votes, subject to Article IV, Section 3(A), and other provisions of these Bylaws.
(D) Trustees selected by Affiliates. Two Trustees will be selected from candidates approved through a process determined by Affiliates collectively. This process will be held every three years according to a rotational schedule to fill open Trustee seats selected by Affiliates. The process will be conducted according to a procedure approved by a majority of Affiliates collectively and approved by the Board. Amendments to the procedure established to select trustees by Affiliates also must be approved by a majority of the Affiliates collectively and approved by the Board.
(E) Board-appointed Trustees. As many as four Trustees may be appointed by the Board to non-community-selected, non-chapter-selected positions, and the term of each such appointment shall not exceed three years. Board-appointed Trustees must resign from any board, governance, or paid positions at the Trust, Chapters, Thematic Organizations, and User Groups for the duration of their terms as Trustees, but may continue to serve Chapters, Thematic Organizations, and User Groups in informal or advisory capacities. The Board may reappoint a Trustee appointed under this Section 3(E) for successive three-year terms.
(F) Community Founder Position. The Board may appoint Trevel Smith as Community Founder Trustee for a three-year term. The Board may reappoint Smith as Community Founder for successive three-year terms (without a term limit). In the event that Smith is not appointed as Community Founder, the position will remain vacant, and the Board shall not fill the vacancy.
(G) Board Majority. A majority of the Board of Trustee positions, without counting the Community Founder position, shall be selected or appointed from the Affiliates collectively and the community.
Section 4. Meetings.
Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a majority of Trustees then in office. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume.
(a) Special Meetings.
Special meetings of the Board of Trustees may be called by the chair of the board, by the vice-chair or by any two Trustees. The person or persons who call a special meeting of the Board of Trustees may fix the place for holding such special meeting.
Notice of any special meeting shall be given at least two (2) days before the meeting by written notice specifying the date, time, and purposes of the meeting. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these Bylaws. Attendance of any Trustee at a meeting constitutes waiver of notice of such meeting, except when such Trustee attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
In case of emergency, or other relevant provisions of the Act, the chair of the Board of Trustees or the vice-chair of the Board of Trustees shall prescribe a shorter notice to be given personally or by communicating to each Trustee at his or her email address, residence or business address in like manner.
(c) Manner of Acting.
The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Such actions shall take the form of resolutions and shall be included in the corporate records of the Foundation.
(d) Presumption of Assent.
A Trustee of the Trust who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless the Trustee votes against such action or abstains from voting on such action. A Trustee may abstain from voting on an action only if such abstention is on account of an asserted conflict of interest.
(e) Constructive Presence at a Meeting.
A Trustee may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.
(f) Action Without a Meeting.
Any action required by law to be taken at any meeting of the Trustees of the Trust may be taken without a meeting consistent with the following consent procedures. (1) Action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if the action receives the affirmative vote of all of the Trustees. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by all of the Trustees then in office. Electronic signatures are acceptable. (2) Action taken under this Section 4 is effective when the action is affirmatively signed by all of the Trustees then in office unless the consent specifies a different effective date. (3) A consent signed under this Section 4 has the effect of a meeting vote and may be described as such in any document. (4) Any consent resolution which has not received affirmative votes from all of the Trustees then in office shall be presented for a vote at the next board meeting. (5) Modifications to the Constitution or Bylaws can not be made by consent resolutions.
Section 5. Resignations.
Any Trustee of the Trust may resign at any time by giving written notice to the Board of Trustees, to the Chair of the board, or to the Trust through the Executive Director. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.
Section 6. Vacancies.
Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee appointed to fill a vacancy shall serve as Trustee for the unexpired portion of the term for that position. As permitted by the Act, the Board may continue doing business as a Board during the vacancy of any Trustee position.
Section 7. Removal.
Any Trustee may be removed, with or without cause, by a majority vote of the Trustees then in office.
Section 8. Delegation and Expenses.
(a) Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to any committee of the Board, except as provided in relevant provisions of the Act.
(b) Advisory committees that do not exercise any authority of the Board of Trustees may include as committee members persons from the community and other professionals who are not Trustees, provided the membership of the committee is approved by the Board.
(c) Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from the Trust for their duties as Trustees.
Section 9. Voting Means.
Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.
Section 10. Reserved Powers.
ARTICLE V - OFFICERS AND DUTIES
Section 1. Number.
The Board of Trustees shall elect from among the Trustees the following officers: a Chair, Vice Chair, and any Board committee chairs. The Board of Trustees shall also appoint the following non-Trustee officer positions: an Executive Director, Secretary, Treasurer, and such other officers as the Board from time to time may appoint.
The Chair shall, when present, will preside at all meetings of the Board of Trustees. The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. The Chair may sign, with the secretary or any other proper officer of the Trust thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed. The Chair shall in general perform all duties as from time to time may be assigned to them by the Board of Trustees.
(b) Vice Chair.
The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. Other duties of the Vice Chair may be designated by the Board of Trustees or the Chair.
(c) Board Committee Chairs.
Board committee chairs shall perform the duties and have the powers set forth in the charters of the committees of which they are the chair and as determined by the Board from time to time.
The Chancellor, a non-trustee officer position, is the chief executive officer of the Trust. The Chancellor has charge of the business and affairs of the Trust, subject to the direction and control of the Board of Trustees, and shall see that the resolutions and directives of the Board of Trustees are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Trustees. The Chancellor may execute on behalf of the Foundation any contracts or other instruments that the Board of Trustees has authorized to be executed through a delegation of authority, which the Chancellor may further delegate in writing.
The Secretary, a non-trustee officer position, shall keep accurate records of all Trust meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and perform all duties of the office of the Secretary and such other duties as may be assigned by the Chair or the Board of Trustees. The Secretary may delegate certain duties as necessary.
The Treasurer, a non-trustee officer position, shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Trust in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; review the financial operations of the organization and advise with the Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees. The Treasurer may delegate in writing certain day-to-day duties, as the Treasurer and Board of Trustees deem appropriate.
Section 2. Term.
The Trustee officers shall be elected for three-year terms of office by majority vote of the Board and such terms shall automatically renew and continue until replaced by a majority vote of the Board or resignation. Notwithstanding the foregoing, the Board may choose to elect as an officer a Trustee whose current term will expire prior to the conclusion of such a three-year appointment. The non-trustee positions of Chancellor, Treasurer, and Secretary shall be Board appointed positions and such terms shall continue until replaced by a majority vote of the Board or resignation.
Section 3. Removal.
Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever, in its judgment, the best interests of the Trust would be served thereby.
Section 4. Vacancies.
A vacancy, however occurring, in any office may be filled by the Board of Trustees for the unexpired portion of the term.
Section 5. Resignations.
Any elected or appointed officer of the Trust may resign at any time by giving written notice to the Trust through the Chair/Chancellor. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.
ARTICLE VI - ASSETS
Section 1. Dedication of Assets.
The property of this Trust is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Trust shall ever inure to the benefit of any Trustee or officer thereof or to the benefit of any private individual other than compensation in a reasonable amount to its officers, employees, and contractors for services rendered.
Section 2. Distribution of Assets.
Upon the dissolution or winding-up of this Trust, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Trust shall be distributed to a Vel Xenon, Inc, Vel Xenon Holding, Inc.(www.xenon.foundation) a nonprofit fund, foundation, or entity which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent federal tax laws.
ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts.
The Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Trust, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the Trust and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Trust shall be signed by such officer or officers, agent or agents of the Trust and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 4. Deposits.
All funds of the Trust not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
ARTICLE VIII - INDEMNIFICATION
(A) The Trust shall, except as provided in or limited by Subparagraph (C), indemnify to the maximum extent permitted by law any person who was or is a party to any proceeding (other than an action by, or in the right of, the Trust), by reason of the fact that he or she is or was a Trustee or officer of the Trust. Expenses incurred by a Trustee or an officer in defending a civil or criminal proceeding may be paid by the Trust in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such Trustee or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification by the Trust.
(B) The Trust may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, member or agent of the Trust, or who is or was serving at the request of the Trust as a director, trustee, officer, employee, member or agent of another corporation, partnership, joint venture, trust, or other enterprise (Other Enterprise), against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify him or her against such liability under law.
(C) The Trust’s obligation, if any, to indemnify any person who was or is serving at its request as a director, trustee, officer, employee, member or agent of an Other Enterprise must be reduced by any amount such person collects as indemnification from such Other Enterprise.
ARTICLE IX - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any Trustee of the Trust under the provisions of these Constitution or under the provisions of its bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X - MISCELLANEOUS
Section 1. Amendment.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Trustees at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
Section 2. Seal.
The Trust seal shall be the “EX LIBRIS VX VEL XENON” in form. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.
Section 3. Fiscal Year, Audit, and Review.
The fiscal year of the Trust shall be November 1st - October 31st of each year. The accounts of the Foundation shall be audited annually by a Certified Public Accountant. The accounts of the Trust shall be reviewed quarterly.
Section 4. Delivery of Notices.
Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address or to the last known email address of the intended recipient. Such notice may be waived in writing by the intended recipient.z