Governance
Bylaws of America's School Trust Library
Certification. Adopted by unanimous written consent of the Board of Directors, effective August 3, 2026. Certified by Kenneth Magee, Secretary. The text below is the adopted text; it supersedes every earlier draft once published here.
Version 7 — adoption copy
These bylaws become effective only through the unanimous Board consent in this packet.
Article 1. Name, character, and purpose
1.1 Name
The name of the corporation is America's School Trust Library (the “Library”).
1.2 Public benefit nonprofit
The Library is organized under Oregon law as a public benefit nonprofit corporation. It shall be operated exclusively for charitable, educational, literary, archival, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
1.3 Purpose
The Library exists to collect, preserve, verify, explain, and make freely available the public record of America's school trust lands and permanent school funds. That record includes founding documents, statutes, constitutions, cases, agency materials, financial reports, public filings, correspondence, histories, maps, and public explanations of how the school trusts work.
1.4 Core commitments
The Library shall:
Keep the record without regard to whose argument the record helps.
Cite sources and preserve provenance whenever practical.
Maintain a visible correction practice for material public errors.
Keep ordinary public access free.
Respect privilege, privacy, copyright, security, and lawful confidentiality limits.
Distinguish recordkeeping and public education from litigation, legal advice, political campaigning, and partisan activity.
1.5 No voting members
The Library shall have no voting members. The Board may create supporter, donor, volunteer, Friend of the Library, cardholder, contributor, or council categories, but those categories do not create ownership, voting rights, or control over the Library.
1.6 Political campaign activity
The Library shall not support or oppose any candidate for public office.
1.7 Lobbying
The Library's ordinary work is archival and educational, not legislative advocacy. The Library shall not undertake lobbying unless the Board first adopts a written policy confirming that the activity is lawful, limited, tracked, and consistent with the Library's public-record mission.
1.8 Offices
The principal office is in Oregon at a place the Board determines. The Library is primarily an online resource and is not ordinarily open as a walk-in facility.
Article 2. Board of Directors
2.1 Authority
The Library is governed by its Board of Directors. The Board sets policy, protects the mission, oversees finances, elects directors and officers, adopts standards, and may delegate work to officers, staff, volunteers, committees, and agents.
2.2 Number
The Board shall have at least three and not more than eleven directors. The founding Board has three directors. The Board intends to grow to five directors and then toward seven as operations and funding mature.
2.3 Composition
The Board should include people with experience in education, libraries or archives, school trust lands, public records, nonprofit finance, history, law, technology, and beneficiary communities. Once the Board has five or more directors, it shall include at least one educator and at least one librarian, archivist, records professional, or equivalent collection steward.
2.4 Terms
Directors serve one-year terms and may be elected for successive terms. Despite the expiration of a term, a director continues to serve until a successor is elected and qualifies, the director resigns or is removed, or the Board lawfully reduces the number of directors.
2.5 Election and vacancies
Directors are elected by the Board. The Board may fill a vacancy in accordance with Oregon law.
2.6 Removal
A director elected by the Board may be removed, with or without cause, by two-thirds of the directors then in office, excluding the director whose removal is being considered. Any notice required by law or these bylaws shall state that removal will be considered.
2.7 Compensation
Directors serve without compensation as directors. They may be reimbursed for reasonable expenses. A director may be paid for separately approved services only after full disclosure and approval under the Conflict of Interest Policy by the disinterested directors.
Article 3. Officers
3.1 Required officers
The officers are a President, Secretary, and Treasurer. The Board may create other officer roles as needed.
3.2 Election and term
Officers are elected by the Board each year for one-year terms and may be reelected. They serve until their successors are elected. The Board may remove or replace an officer at any time.
3.3 Eligibility
The President must be a director. The Secretary and Treasurer need not be directors.
3.4 Multiple offices
One person may hold more than one office, but the same person may not simultaneously serve as President, Secretary, and Treasurer. The President should not also serve as Treasurer unless the Board makes a written finding that the arrangement is temporary and necessary.
3.5 President
The President presides at Board meetings, helps set agendas, sees that Board decisions are carried out, and acts as the Library's principal executive officer unless the Board appoints another person to that role.
3.6 Secretary
The Secretary keeps minutes, gives required notices, authenticates corporate records, and preserves Board approvals, bylaws, policies, director rosters, conflict disclosures, government filings, and other corporate records.
3.7 Treasurer
The Treasurer oversees the Library's funds, accounts, financial records, budgets, tax filings, charitable reports, and regular financial statements to the Board.
Article 4. Meetings and Board action
4.1 Regular meetings
The Board shall meet at least quarterly and shall hold one annual meeting each year.
4.2 Special meetings
The President or any two directors may call a special meeting. Notice shall be given to every director at least five days before the meeting and shall state its purpose, unless notice is waived in accordance with law.
4.3 Remote meetings
Meetings may be held in person, by video, by telephone, or by any method that allows every participating director to communicate simultaneously with the others.
4.4 Quorum
A majority of the directors then in office is a quorum.
4.5 Voting at a meeting
When a quorum is present, a majority of directors present may act for the Board unless the Articles of Incorporation, these bylaws, or law require a larger vote. Each director has one vote and may not vote by proxy.
4.6 Action by electronic means
The Board may act without a meeting by email or other electronic means as Oregon law permits. Every director must receive an announcement describing the proposed action and allowing at least 48 hours to vote. The Secretary shall preserve the announcement and the votes with the corporate records. Unless a larger vote is required, approval by a majority of all directors then in office is Board action.
4.7 Unanimous written consent
The Board may act without a meeting by a written consent describing the action and signed by every director. The consent is effective when the last director signs unless it states another effective date, and the Secretary shall preserve it with the corporate records.
Article 5. Committees, councils, and professional roles
5.1 Board committees
The Board may create committees and define their authority. A committee exercising Board authority must consist of at least two directors. Advisory committees may include non-directors but may not exercise Board authority.
5.2 Librarians' Council
The Board shall create a Librarians' Council when volunteer collection work becomes regular. The Council advises on collection priorities, cataloging, preservation, source standards, contributor training, and correction practices. It does not govern the corporation.
5.3 Collections and Standards function
The Board shall maintain a committee or officer assignment responsible for written collection standards, versioning, source notes, correction logs, and procedures for disputed or sensitive materials.
5.4 Finance review
The Board shall assign at least two directors, not including the Treasurer when practical, to review annual financial statements, tax filings, charitable reports, and major financial controls before filing or approval.
5.5 Law Librarian
The Board may appoint a Law Librarian as a professional role, not automatically an officer or director, to steward the legal collection under a written role charter. The charter shall define standards for collection scope, cataloging, citation verification, public legal information, and the separation of public Library work from privileged, confidential, or active-litigation work. The Library provides legal information, never legal advice. The Board may revise the charter or end the appointment at any time.
Article 6. Collection integrity
6.1 Written standards
The Library shall maintain written standards for accepting, describing, preserving, publishing, correcting, restricting, and retiring materials.
6.2 Source discipline
Public explanatory work should cite primary sources or clearly identify when a statement rests on secondary research, editorial judgment, or pending verification.
6.3 Corrections
Material public errors shall be corrected promptly and, when appropriate, logged where readers can find the correction.
6.4 Independence of the record
The Library may work with advocacy organizations, lawyers, schools, agencies, scholars, journalists, and citizens. No collaborator, donor, litigant, officer, director, or affiliated organization may require the Library to hide, alter, delay, or misstate a public record because the record is inconvenient.
6.5 Privilege, privacy, and restrictions
The Library shall not publish privileged, confidential, private, copyrighted, security-sensitive, or otherwise restricted material unless an authorized decision-maker determines that publication is lawful, authorized, and consistent with the Library's duties and written standards.
Article 7. Money, records, and conflicts
7.1 Fiscal year
The fiscal year shall be set by Board resolution.
7.2 Books and records
The Library shall keep accurate financial records, minutes, policies, tax filings, charitable reports, government registrations, and corporate records. Directors may inspect corporate records for a proper purpose at a reasonable time.
7.3 Budget
The Board shall adopt an annual budget or spending plan.
7.4 Designated gifts
The Library may accept gifts designated for a project consistent with its purposes. The Library retains control over all donated funds and may redirect a gift if the designation becomes impossible, unlawful, imprudent, or inconsistent with tax-exempt purposes, subject to applicable law and any enforceable gift restriction.
7.5 Conflicts of interest
The Board shall adopt and maintain a written Conflict of Interest Policy and collect disclosure statements from directors, officers, committee members with Board authority, and key role-holders when they begin service and annually thereafter. Interested persons may provide information but may not vote on a matter in which they have a material conflict.
7.6 No loans
The Library shall not lend money to or guarantee the obligation of a director or officer.
7.7 Nondiscrimination
The Library shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, disability, age, veteran status, or any other category protected by law.
Article 8. Indemnification and insurance
8.1 Indemnification
To the fullest extent permitted by law and consistent with the Library's tax-exempt status, the Library may indemnify directors, officers, employees, and agents for expenses and liabilities arising from service to the Library, except for intentional misconduct, knowing violation of law, private inurement, improper personal benefit, or acts for which indemnification would be unlawful.
8.2 Insurance
The Board may purchase insurance for the Library and for persons serving the Library.
Article 9. Dissolution
9.1 Approval
Dissolution requires approval by two-thirds of all directors then in office at two meetings held at least thirty days apart, together with any approval or notice required by Oregon law.
9.2 Distribution of assets
After lawful debts are paid, remaining assets shall be distributed as the Articles of Incorporation direct: only to one or more organizations exempt under section 501(c)(3) of the Internal Revenue Code, or to federal, state, or local government for a public purpose. The Board should prefer an organization committed to preserving and freely publishing the record of America's school trust lands and permanent school funds. No asset may be distributed to a director, officer, donor, volunteer, or other private person except for payment of a lawful debt or reasonable compensation for services.
Article 10. Amendments and other governing instruments
10.1 Bylaw amendments
The Board may amend these bylaws by a majority of all directors then in office if every director receives the proposed text with the meeting notice or electronic-action announcement. A bylaw amendment may not conflict with the Articles of Incorporation or law.
10.2 Constitution, policies, and codes
The Board may adopt a constitution, bill of rights, policies, codes, and protocols consistent with the Articles of Incorporation and these bylaws. The Articles control in any conflict with these bylaws, and these bylaws control in any conflict with another internal governing instrument. The Board shall honor any greater notice, review, or approval safeguard stated in a validly adopted instrument to the fullest extent consistent with law and the directors' fiduciary duties.
Certificate of adoption
These bylaws were adopted by the Board of Directors of America's School Trust Library by unanimous written consent effective August 3, 2026.
Attested: Kenneth Magee, Secretary — August 3, 2026.
This is the Library’s published reproduction of the adopted text. The executed original, bearing signatures, is held in the Library’s corporate records.
Source and revision note. Version 7 supersedes the Version 6 adoption draft dated June 14, 2026. It conforms the corporation's identity to the Oregon Secretary of State's e-filed Articles dated July 21, 2026; corrects the director-term provision to comply with Oregon's five-year maximum; conforms electronic Board action to ORS 65.343; removes person-specific language from professional roles; and clarifies the hierarchy among the Articles, bylaws, constitution, and policies.
