ARTICLE I, NAME
1.01 Name
The Name of this corporation shall be Veloren Project, LLC.
ARTICLE II, DURATION
2.01 Duration
The period of duration of the corporation is perpetual.
ARTICLE III, PURPOSE
3.01 Purpose
Veloren LLC is a non-profit corporation and shall operate exclusively for educational and scientific purposes within the meaning of section 501 ©(3) of the Internal Revenue Code, or the corresponding section of any Federal tax code. Veloren Project LLC's purpose is to educate and involve the public in regard to open source software, primarily through the continued creation and maintenence of the Veloren video game and related works, hereafter referred to as "Veloren Works".
We provide education through continuous outreach to individuals interested in learning about the various aspects of Veloren Works, able to be accomplished through the publication of source code. Publication of source code provides all detail of how Veloren Works function, giving insight into key details regarding the workings of modern computer programming including graphical programming, networking, database administration and website design. Individuals interested in participation in Veloren Works are able to contact the project to contribute to the works, thereby further increasing the scope and educational value of those works and create a greater impact for change. Through the collaboration of various contrinutors of different background and expertise, the corporation is able to provide significant advancement in the field of video game development, providing benefit to experts working in the field. As well as computer programming, contributors can learn, contribute and further their skill in areas such as art, writing and musical composition through interaction with Veloren Works.
Our work includes use of social media channels to provide education about our open source developement, our current efforts, and different scientific areas related to Veloren Works. The corporation also uses various conferences and talks to further inform the public. To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under 501©(3) section of the internal revenue code and are operated exclusively for educational and scientific purposes.
3.02 Public Benefit
Veloren Project LLC is designated as a public benefit corporation.
ARTICLE IV, NON-PROFIT NATURE
4.01 Non-profit Nature
Veloren Project LLC is organized exclusively for educational and scientific purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 ©(3) of the Interal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of Veloren Project LLC shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable conpensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 ©(3) of the Internal Revenue Code, corresponding section of any further federal tax code, or (b) by an organization, contributions to which are deductible under section 170©(2) of the Internal Revenue Code, or corresponding to any future tax code.
Veloren Project LLC is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and scientific purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable comepnsation for services rendered, and make other payments and distributions consistent with these Articles.
4.02 Personal Liability
No officer or director of this corporation shall be personally liable for the debts or obligations of Veloren Project LLC or any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.
4.03 Dissolution
Upon termination or dissolution of the Veloren Project LLC, and assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501©(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the Veloren Project LLC hereunder shal be selected by the discretion of a majority of the managing body of the Veloren Project LLC and if its members cannot agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in court of proper jurisdiction against the Veloren Project LLC by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate applicability of this section. The court upon finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed.
In the event that the court shall find that this section is applicable but there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the courts shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the state of New York to be added to the general fund.
4.04 Prohibited Distributions
No part of the net earnings, or properties of this corporation, shall inure to the benefit of, or be distributable, its members, directors, officers, or other private person or individual, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, section 3.01.
4.05 Prohibited Activities
Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501©(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170©(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE V, BOARD OF DIRECTORS
5.01 Governance
Veloren Project LLC will be shall be governed by its board of directors.
5.02 Initial Directors
The initial directors of the corportation shall be TODO
ARTICLE VI, MEMBERSHIP
6.01 Membership
Veloren Project LLC shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation's bylaws.
ARTICLE VII, AMENDMENTS
7.01 Amendments
Any amendment to the articles of incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
ARTICLE VIII, ADDRESSES OF THE CORPORATION
8.01 Corporate Address
The physical address of the corporation is:
slipped address?
The mailing address of the corportation is:
slipped address?
ARTICLE IX, APPOINTMENT OF REGISTERED AGENT
9.01 Registered Agent
The registered agent of the corporation shall be:
slipped? with slipped address
ARTICLE X, INCORPORATOR
10.01 Registered Agent
The incorporators of the corporation are as follows:
Name of incorporators with address (maybe we use board?)
Certificate of Articles of Incorporation
We, the undersigned, do hereby certify that the above stated Articles of Incorporation of Veloren Project LLC were approved by the board of directors on (Date and Day) and constitute a complete copy of the Articles of Incorporation of the Veloren Project LLC.
(names, addresses, signatures of incorporators and directors)
I, (name), afree to be the registered agent for Veloren Project LLC as appointed herein.
Registered Agent:
Date:
ARTICLE I, NAME
1.01 Name
The Name of this corporation shall be Veloren Project, LLC.
ARTICLE II, PURPOSES AND POWERS
2.01 Purpose
Veloren LLC is a non-profit corporation and shall operate exclusively for educational and scientific purposes within the meaning of section 501 ©(3) of the Internal Revenue Code, or the corresponding section of any Federal tax code. Veloren Project LLC's purpose is to educate and involve the public in regard to open source software, primarily through the continued creation and maintenence of the Veloren video game and related works, hereafter referred to as "Veloren Works".
2.01 Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the purposes for which the organization is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not limited to, financial contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation
(a)Nonprofit legal status of Veloren Project LLC. is a New York non-profit public health corporation, recognized as tax exempt under Section 501©(3) of the United States Internal Revenue Code.
(b)Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken on or carried out by an organization exempt under Section 501©(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170©(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
©Distribution Upon Dissolution. Upon termination or dissolution of the Veloren Project LLC., any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501 ©(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of Veloren Project LLC. hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Veloren Project LLC., by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Veloren Project LLC., then the cour shall direct the distribution of its assets lawfully available for distribution tot he Treasurer of the State of New York to be added to the general fund.
ARTICLE III, MEMBERSHIP
3.01 No Membership Classes
The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.
3.02 Non-Voting Affiliates
The board of directors may approve classes of non-voting affiliates with rights, privledges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates' rights, privledges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate's consent. At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at corporate activities or events or at the corporation website. Affiliates have no voting rights, and are not members of the corporation.
3.02 Dues
Any dues for affiliates shall be determined by the board of directors.
ARTICLE IV, BOARD OF DIRECTORS
4.01 Number of Directors
Veloren Project LLC. shall have a board of directors consisting of at least 4 and no more than 15 directors. Within these limits, the board may inccrease or decrease the number of firectors serving on the board, including for the purpose of staggering the terms of directors.
4.02 Powers
All corporate powers shall be exercised by or under the authority of the board and the affairs of the Veloren Project LLC. shall be managed under the direction of the board, except as otherwise provided by law.
4.03 Terms
(a) All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.
(b) Director terms shall be staggered so that approximately half of the number of directors will end their terms in any given year.
© Directors may serve terms in succession.
(d) The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
4.05 Vacancies
The board of directors may fill vacancies due to the expiration of a director's term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
(a) Unexpected Vacancies int he board of directors due to resignation, death, or removal shall be filled by the board members for the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by a two-thirds (?) vote of the board of directors then in office, if:
(a) The director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendence for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendence and in that case, the board vice president shall exuse the president. Or:
(b) For cause or no cause, if before any meeting of the board members at which a vote on removal will be made the director in question is given electronic or written notification of the board's intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.
4.07 Board of Directors Meetings
(a) Regular Meetings. The board of directors shall have a minumum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon minimum of four(4) and maximum of fourteen (14) days notice delivered by electronic mail. The notice shall be deemed to be delivered upon its deposit in the transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer or any two (2) other directors of the board of directors.. A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.
© Waiver of Notice. Any director may waive notice of any meeting, in accordance with New York law.
4.08 Manner of Acting
(a) Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorom for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or articles of incorporation, the act of the majority of the directors present at a meeting in which a quorum is present shall be the act of the board.
© Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.09 Compensation for Board Members Services
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such renumeration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
ARTICLE V, COMMITTEES
5.01 Committees
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
(a) Take any final action on matters which also require board members' approval or approval of a majority of all members;
(b) Fill vacancies on the board of directors in any committee which has the authority of the board;
© Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or releal any resolution of the board of directors which by its express terms is not so amendable or repealable;
(e) Appoint any other committees of the board of directors or the members of these committees;
(f) Expand corporate funds to support a nominee for director; or
(g) approve any transaction;
(i) to which the corporation is a party and or more of its directors have material financial interest; or
(ii) between corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
5.02 Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these bylaws concerning meeting of the directors, with such changes in the context of those bylaws as are necessary to substitute the committe and its members for the board of directors and its members, except that the time for regular meetings of committess may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of commmittees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
5.03 Informal Action by The Board of Directors
Any action required or permitted to be taken by the board of directors at any meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use e-mail to approve actions, as long as a quorum of board members give consent.
ARTICLE VI, OFFICERS
6.01 Board Officers
The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve the the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have the authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board member may act in more than one capacity where action of two ore more officers is required.
6.02 Term of Office
Each officer shall serve a one-year term and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer's term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is party. Any resignation shall take effect at the fate of the receipt of the notice or at any later time specifiedin the tnoice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
6.04 Board President
The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.
6.05 Vice President
In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and subject to all of the restrictions upon the board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally accede to the office of board president upon the complation of the board president's term of office.
6.06 Secretary
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
6.07 Treasurer
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corportation. the treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budged preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
6.08 Non-Director Officers
The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
ARTICLE VII, CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MANNERS
7.01 Contracts and other Writings
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved
by the board.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.
7.03 Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other deposityory as the board or a designated committee of the board may select.
7.04 Loans
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
7.05 Indemnification
(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
(b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
© Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with New York Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
ARTICLE VIII, MISCELLANEOUS
8.01 Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
8.03 Conflict of Interest
The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Veloren Project LLC. not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
8.05 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however,
(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 ©(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
(b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds (?) vote of a quorum of directors at a Board meeting.
© that all amendments be consistent with the Articles of Incorporation.
ARTICLE IX, COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign, Veloren Project LLC. shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized.
Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, Veloren Project LLC. willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, reevaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
Veloren Project LLC. shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
ARTICLE X, DOCUMENT RETENTION POLICY
10.01 Purpose
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of Veloren Project LLC. records.
10.02 Policy
Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
From time to time, Veloren Project LLC. may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents
that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
Section 2. Exception for Litigation Relevant Documents. Veloren Project LLC. expects all officers, directors, and employees to comply fully
with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the Veloren Project LLC. informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
Section 3. Minimum Retention Periods for Specific Categories
(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
© Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.
(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be
kept for at least three years beyond the life of the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
(i) derives independent economic value from the secrecy of the information; and
(ii) has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:
(i) printed in hard copy and kept in the appropriate file; or
(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject of the e-mail, as covered elsewhere in this policy.
ARTICLE XI, TRANSPARENCY AND ACCOUNTABILITY
Disclosure of Financial Information With The General Public
11.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, Veloren Project LLC. practices and encourages transparency and accountability to the general public. This policy will:
The details of this policy are as follow:
Veloren Project LLC. shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial
statements to the general public for inspection free of charge.
Veloren Project LLC. shall make “Widely Available” the aforementioned documents on its internet website: https://veloren.net/ to be viewed and inspected by the general public.
The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
The website shall clearly inform readers that the document is available and provide instructions for downloading it.
Veloren Project LLC. shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
Veloren Project LLC. shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
11.04 IRS Annual Information Returns (Form 990)
Veloren Project LLC. shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the
Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
11.05 Board
11.06 Staff Records
11.07 Donor Records
ARTICLE XII, CODE OF ETHICS AND WHITLEBLOWER POLICY
12.01 Purpose
Veloren Project LLC. requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Veloren Project LLC. to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
12.02 Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of Veloren Project LLC. is in violation of
law, a written complaint must be filed by that person with the vice president or the board president.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.
12.04 Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Veloren Project LLC. and provides the Veloren Project LLC. with a reasonable opportunity to investigate and correct the alleged unlawful activity. The
protection described below is only available to individuals that comply with this requirement.
Veloren Project LLC. shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of Veloren Project LLC. or of another individual or entity with whom Veloren Project LLC. has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
Veloren Project LLC. shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or
a public body, any activity, policy, or practice of Veloren Project LLC. that the individual reasonably believes is in violation of a law, or a
rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
12.05 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.06 Handling of Reported Violations
The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.
ARTICLE XIII, AMENDMENTS OF ARTICLES OF INCORPORATION
13.01 Amendment
Any amendment to the articles of incorporation may be adopted by approval of two-thirds (2/3) of the board directors.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of Veloren Project LLC. were approved by the Veloren Project LLC. board of directors on the __, _, 202 and constitute a complete copy of the Bylaws of the corporation.
<Secretary Name>, Secretary
Date:____
ARTICLE I, PURPOSES
It is important for Veloren Project LLC. directors, officers and staff to be aware that both real and apparent conflicts of interest or dualities
of interest sometimes occur in the course of conducting the affairs of the corporation and that the appearance of conflict can be troublesome even if there is in fact no conflict whatsoever. Conflicts occur because the many persons associated with the corporation should be expected to have, and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community. In these situations a person will sometimes owe identical duties of loyalty to two or more corporations. The purpose of the conflict of interest policy is to protect the corporation’s tax-exempt interest when it is contemplating entering into a transaction or
arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Conflicts are undesirable because they potentially or eventually place the interests of others ahead of the corporation’s obligations to its charitable purposes and to the public interest. Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long-range best interests of the corporation do not require the termination of all association with
persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.
Each member of the board of directors and the staff of the corporation has a duty of loyalty to the corporation. The duty of loyalty generally requires a director or staff member to prefer the interests of the corporation over the director’s/staff’s interest or the interests of others. In addition, directors and staff of the corporation shall avoid acts of self-dealing which may adversely affect the tax-exempt status of the corporation or cause there to arise any sanction or penalty by a governmental authority.
ARTICLE I, PURPOSES
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
A person has a financial interest if the person has, directly or indirectly, thorough business, investment, or family:
(a) An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,
(b) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or
© A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
ARTICLE III, PROCEDURES
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
(a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
© After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
(a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IV, RECORDS OF PROCEEDINGS
The minutes of the governing board and all committees with board delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
ARTICLE V, COMPENSATION
5.1 A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
5.2 A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
5.3 No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ARTICLE VI, ANNUAL STATEMENTS
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflicts of interest policy,
(b) Has read and understands the policy,
© Has agreed to comply with the policy, and
(e) Understands that the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
ARTICLE VII, PERIODIC REVIEWS
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management corporations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE VIII, USE OF OUTSIDE EXPERTS
When conducting the periodic reiews as provided for in Article VII, the corporation may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
CERTIFICATE OF ADOPTION OF CONFLICT OF INTEREST POLICY
I do hereby certify that the above stated Conflict of Interest Policy and Agreement for Veloren Project LLC. were approved and adopted by the board of directors on the XX, XX, 201X and constitute a complete copy of the Conflict of Interest Policy of the corporation
<Secretary Name>, Secretary
Date:____
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