Governance
Governance
The Library publishes its governing documents in full, as adopted. Each carries the same certification: adopted by unanimous written consent of the Board of Directors, effective August 3, 2026; certified by Kenneth Magee, Secretary.
Constitution and Readers’ Bill of Rights, Version 1 — the Library’s public covenant: what it is, the three kinds of material it keeps (the Collection, the Workshop, the Canon), its independence and litigation firewall, its corrections discipline, and the ten rights every reader holds.
Bylaws, Version 7 — the corporate rules: the board, officers, meetings, committees, collection integrity, money, and amendments.
Conflict of Interest Policy, Version 2 — published in full below.
Corporate facts. Oregon public benefit nonprofit corporation; Articles e-filed July 21, 2026, Oregon Registry No. 259005891; Oregon DOJ Charitable Activities Registration No. 72571 (July 10, 2026). Founding board seated August 3, 2026: David Sullivan, President; Barbara K. Sullivan, Treasurer; Kenneth Magee, Secretary. Board as of August 9, 2026: David Sullivan, President and Treasurer; Kenneth Magee, Secretary; Barry Shane, Director — Barbara K. Sullivan having withdrawn. The instruments below were adopted by the founding board and remain in force. See also the organizational record and the corrections page.
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.
Conflict of Interest Policy
Version 2 — adoption copy
This policy protects charitable assets and the independence of the public record.
1. Purpose
This policy protects two things:
The Library's money, property, opportunities, and charitable purpose from private benefit.
The independence and completeness of the public record from financial, family, advocacy, litigation, donor, contributor, employment, or institutional pressure.
This policy supplements, and does not replace, Oregon and federal law, the Articles of Incorporation, the bylaws, or a person's fiduciary duties.
Independence principle. No person covered by this policy may cause the Library to hide, alter, omit, delay, mislabel, or misstate a record because it is inconvenient to a person, case, campaign, donor, organization, or cause.
2. Who is covered
This policy covers:
Every director and officer.
Every member of a committee exercising Board-delegated authority.
The Law Librarian and each person with final authority over a material collection, catalog, publication, correction, or appeal decision.
Any key employee or role-holder the Board designates.
A covered person is an interested person for a matter when the person has a financial interest or another material interest described below.
3. Financial interests
A person has a financial interest if, directly or indirectly through business, investment, or family, the person has:
An ownership or investment interest in an entity with which the Library has or is considering a transaction or arrangement.
A compensation arrangement with the Library or with a person or entity with which the Library has or is considering a transaction or arrangement.
A potential ownership, investment, or compensation interest in a person or entity with which the Library is negotiating.
Compensation includes direct and indirect payment and gifts or favors that are more than insubstantial.
For this policy, family includes a spouse or domestic partner; ancestors; siblings; children, grandchildren, and great-grandchildren; and the spouses or domestic partners of siblings and descendants.
A financial interest is not automatically a conflict. The disinterested decision-makers determine whether a conflict exists after disclosure of the material facts.
4. Other material interests
An interest may be material even when no money changes hands. A covered person shall disclose an interest that a reasonable person could expect to affect, or appear to affect, the person's judgment concerning:
An advocacy organization, campaign, or public position in the same field.
Current or recent litigation, legal representation, or work for a party, lawyer, witness, or funder connected with a matter.
Employment, board service, consulting, scholarship, authorship, or a close professional relationship.
A donated or loaned collection, a work the person created, or a source whose treatment could affect the person's reputation.
A family, household, romantic, or close personal relationship.
A donor, grantmaker, sponsor, contractor, vendor, or collaborator.
Any other loyalty or interest that could create divided judgment.
Holding an opinion, having expertise, or participating in advocacy does not by itself disqualify a person from service. The governing safeguards are disclosure, matter-specific recusal, no sole review, independent appeal, and heightened review when a conflict is central to the institution.
5. General procedure
5.1 Disclose early
The interested person shall disclose the interest and all material facts before deliberation or action. If the interest arises later, the person shall disclose it promptly.
5.2 Ask questions, then step out
The interested person may answer factual questions. The person then leaves the meeting or electronic discussion while the disinterested decision-makers determine whether a conflict exists and, if so, how to address it.
5.3 Decide the safeguard
Depending on the matter, safeguards may include:
Recusal from deliberation and vote.
A disinterested second reviewer.
Independent valuation, bids, or comparison of alternatives.
Review by outside counsel, an accountant, archivist, librarian, or other qualified person.
Deferral until a quorum of disinterested directors is available.
Declining the transaction, gift, appointment, publication, or role.
5.4 Approve only when proper
A transaction involving a conflict may be approved only if the disinterested directors determine, in good faith and after reasonable inquiry, that it is fair, reasonable, in the Library's best interests, and consistent with its charitable purposes, and that a more advantageous arrangement is not reasonably available.
5.5 Violations
If the Board has reason to believe a person failed to disclose or comply, it shall inform the person of the basis for that belief and allow a response. If the Board determines a violation occurred, it shall take appropriate corrective action and preserve the decision and reasons.
6. Records
The minutes or written action record shall state:
The name of the person who disclosed or was found to have an interest.
The nature and material facts of the interest.
Who was present for information, deliberation, and voting.
The alternatives considered and any outside advice obtained.
The safeguard selected and the reasons.
The vote, including abstentions and recusals.
The Secretary keeps this record with the corporate records.
7. Compensation and related-party transactions
A person may not be present for deliberation or vote on the person's own compensation. The person may provide factual information requested by the disinterested directors.
Directors serve without compensation as directors. Payment for other services requires advance approval under this policy, a finding that the arrangement is reasonable and in the Library's best interests, and a record of the basis for that finding.
The Library should avoid loans, guarantees, below-market transfers, private use of charitable property, and transactions that confer more than incidental private benefit. The Library shall not lend money to or guarantee the obligation of a director or officer.
8. Editorial and collection conflicts
8.1 No purchased or affiliated control
A donor, sponsor, contributor, litigant, advocacy organization, government body, vendor, director, officer, or collaborator receives no right to suppress, favor, mislabel, delay, or secretly veto a record, correction, status label, catalog description, or conclusion.
8.2 No sole review
A person materially connected with a source, collection, claim, active matter, donor, or advocacy position may provide knowledge but may not be the sole reviewer of the affected work, decide a challenge to that work, or sit in appeal from the person's own decision.
8.3 Heightened independent review
When a conflict is field-wide or central to the Library — including shared executive control with an advocacy organization, a major donor's collection, or a matter affecting the Library's institutional position — release or transaction approval requires at least one qualified, disinterested reviewer in addition to the ordinary approval process.
8.4 Litigation and privileged material
Work performed for litigation counsel or a party is not Library work merely because the same person also serves the Library. Privileged, confidential, private, restricted, and active-litigation material shall be kept on separately permissioned systems and shall not enter the public collection through memory, convenience, or a shared folder.
If public release could affect an active matter, privilege, legal duty, or safety, the Library holds the material until it completes the review required by its written firewall rules and obtains legal advice when needed. Unknown origin or permission fails closed.
8.5 Contributions are not control
Giving or lending money, records, research, technology, or services creates no right to govern the Library or control the description or prominence of the gift. A contributor involved in Library governance or curation discloses the relationship and recuses from decisions concerning the contribution's valuation, restrictions, description, placement, or featured treatment.
9. Small-board safeguards
Recusal can quickly deprive a small founding Board of a disinterested quorum. Until the Board grows:
Avoid related-party and conflicted transactions when practical.
Do not use urgency as a reason to bypass disclosure or independent review.
Restructure or defer the matter when a disinterested decision cannot lawfully be made.
Obtain outside professional advice for a material related-party transaction or a question that could expose the Library, a director, or a charitable asset to significant risk.
Expanding the Board toward a disinterested majority is an important conflict-control measure.
10. Annual statements and review
Each covered person shall sign the disclosure statement below when beginning service and annually thereafter. The person shall update the disclosure during the year when a material interest arises or changes.
At each annual meeting, the Board shall:
Review the disclosures and this policy.
Review any related-party transactions, compensation arrangements, overlapping executive roles, and material donor or contributor relationships.
Record progress toward a Board with broad expertise and a disinterested majority.
Determine whether this policy or the Library's firewall and collection rules need amendment.
The Board may use outside advisors but does not transfer its responsibility to them.
Annual disclosure statement
This is a blank template for directors, officers, and other covered persons to complete and sign.
I have received and read the Conflict of Interest Policy of America's School Trust Library. I understand it and agree to comply with it. I understand that the Library must operate for its charitable purposes and that its central duty is to keep the public record complete and honest without regard to whose argument the record helps.
I disclose below each financial, family, advocacy, litigation, employment, donor, contributor, institutional, or other interest that could reasonably bear on my Library responsibilities. I will update this statement promptly if a material interest arises or changes.
Disclosures (write “none” if none):
Name: ______________________________________
Library role(s): _____________________________
Signature: __________________________________
Date: ______________________________________
Certificate of adoption
This Conflict of Interest Policy, Version 2, was 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 2 supersedes the June 14, 2026 draft. It retains the financial-conflict core reflected in the IRS Form 1023 instructions, removes person-specific provisions, replaces categorical service bans with disclosure and matter-specific safeguards, and conforms the policy to the Constitution and Readers' Bill of Rights.
