This organization shall be known as Vel Xenon, Inc.(the Association) and the Board shall be known as Free Ex Libris Vel Xenon. The registered agent and registered office will be determined by a resolution of the Board of Trustees. The main website of the Association shall be velxenon.org.
The mission of the Vel Xenon, Inc. is to empower and engage people around New York State and eventually around the world, to collect and develop economic and legal content under a free license or in the public domain, and to disseminate it effectively and culturally. For God We associate ourselves, to maintain law and order, to foster and perpetuate trust, to inculcate a sense of individual obligation to the community, state and nation; to combat the autocracy of both the classes and the masses; to make right the master of might; to promote peace and good will on earth; to safeguard and transmit to posterity the principles of justice, freedom and equity.
In cooperation with a network of volunteers and our members, including recognized Law Libraries, Associate Groups, Stokvels, and General Members, the Association provides the essential infrastructure and an organizational framework for the support and development of trust projects and other endeavors which serve the mission.
Section 1. Members. Membership will be open to all persons interested in the purposes of the Association. In accordance with the provisions of Section 601(a) of the Not-for-Profit Corporation Law of the State of New York (the “NPCL”), the Association shall have classes of membership, as described below. The Members and the Board of Trustees of the Association may establish such other criteria for membership, including a schedule of dues, as they deem appropriate. Membership cannot be transferred or assigned.
Section 1. General Powers.
General powers shall be exercised by or under the authority of and the business and affairs of the Association 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 Association shall be at least three(3) and maximum sixteen(16). Trustees are selected according to the process specified in Article IV, Section 3 below. Each Trustee shall hold office until the expiration of his, her or they’re term as specified in Article IV, Section 3 below.
Except as herein provided, the term of office for a Trustee shall be three years and the Trustee seats shall be distributed so that, as nearly as practicable, the terms of a roughly equal number of Trustees shall expire each year, allowing the Trust to benefit from having continuity of experienced Trustees. Each Trustee will serve until the expiration of their term and until their successor has been appointed and qualified, or until their earlier resignation, removal from office, or death.
(C) Term limit.
Trustees, excluding the Community Founder Trustee Position, may serve a maximum of three consecutive full terms (that is, nine years). After having served any consecutive nine years, a Trustee shall not be eligible for appointment to the Board again until a period of at least 18 months has expired.
Section 3. Selection and Appointment
(A) Governance priorities.
(i) The Board shall be composed of Trustees with a diverse set of talents, experience, backgrounds, and competencies that will best fulfill the mission and needs of the Association, as determined by the Board. The Board is committed to promoting diversity and inclusion both in terms of trustee composition and in other aspects of its work.
(ii) The Board and its Trustees must act as fiduciaries with regard to the Association, and their duties include, but are not limited to, the fiduciary duty of care and the fiduciary duty of loyalty. It is the responsibility of the Board to ensure that the selection of Trustees furthers these governance priorities and complies with the Board’s fiduciary duties.
(iii) Within two weeks of their appointment to the Board, all Trustees must resign from qualified board, governance, or paid positions at the Association and Affiliates for the duration of their terms as Trustees, but may serve Affiliates in informal or advisory capacities.
(B) Governance definitions.
(I)”Community," as used in the Bylaws, shall be defined as, Vel Xenon Inc. Board of Trustees, General Members, Law Libraries, Stokvels, Associate Groups and Non-membeconsistent with the Association’s Statement of Purpose as defined in Article II above.
(II) “Affiliates”, as used in these Bylaw, shall be defined by the Board, consistent with the Association’ Statement of Purpose as defined in Article II above, and will function as independent groups or legal entities that operate in coordination with the Association to implement the mission statement. Affiliates must have a written agreement with the Association. In no instance will an Affiliate be an agent or member of Vel Xenon, Inc.
(C) Community-and Affliate- selected Trustees. As many as four (4) 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-and Affiliates selected Trustee seats. Every member of the community is eligible to vote for a trustee of they’re class. The Board will approve candidates who receive the most votes, subject to Article IV, Section 6, 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.(1) 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. (2)Board-appointed Trustees must resign from any board, governance, or paid positions at the Association, Law Libraries, Associate Groups, Stokvels and General Members for the duration of their terms as Trustees, but (3)may continue to serve Law Library, Associate Groups, Stokvels or General Members, in informal or advisory capacities. The Board may reappoint a Trustee appointed under this Section 3(E) for successive three-year terms.
(F) Founder Trustee Position. The Board appointed Trevel Smith as, Founder Trustee for a three-year term. The Board may reappoint Smith as Founder Trustee for successive three-year terms (without a term limit). In the event that Smith is not appointed as Community Founder Trustee, the position will remain vacant.
(G) Board Composition . The Board shall not appoint a new Board-selected trustee if it would cause the Board-selected Trustees to outnumber the Community- and Affiliate-selected Trustees.
Section 4. Meetings.
A meeting of the membership will be held for the election of Trustees and officers and the transaction of such other business as may properly come before the membership including the delivery by the Treasurer of an annual financial report as specified in Article V, Section 9. Annual meetings and regular meetings of the membership shall be held at such date, time and place, as determined by the Board of Directors. Special meetings of the membership shall be held whenever called by the Board of Directors or the President, or may be called by the President of the Association upon receiving a written petition requesting such a meeting, endorsed by at least 10% of the voting members in good standing.
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.
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 Association through the President. 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.
Section 10. Reserved Powers.
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: a President, 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 President, a non-trustee officer position, is the chief executive officer of the Association . The President has charge of the business and affairs of the Association, 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 President may execute on behalf of the Association any contracts or other instruments that the Board of Trustees has authorized to be executed through a delegation of authority, which the President may further delegate in writing.
The Secretary, a non-trustee officer position, shall keep accurate records of all Associations 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, will be the Chair of Vel Xenon Holding, Inc., shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association 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 President, 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 or President. 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 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 Holding, Inc, 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.
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 Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees or Founder Trustee. 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 Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Trustees may select.
(A) The Association 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 Association), by reason of the fact that he or she is or was a Trustee or officer of the Association. 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 Association may purchase and maintain insurance on behalf of any person who is or was a hhEnterprise must be reduced by any amount such person collects as indemnification from such Other Enterprise.
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.
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 “ Vel Xenon, Inc.” 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 Association shall be November 1st - October 31st of each year. The accounts of the Association 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.