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Article I. Purpose

The Libertarian Nation Foundation, hereinafter called the Corporation, is organized to operate exclusively for charitable, scientific, and educational purposes, and toward these ends to conduct research, hold meetings and colloquia, and disseminate information on the nature of the institutions in a free society, in which government is limited, and voluntary interaction among individuals is maximized.

The purpose of the Libertarian Nation Foundation is to advance the day when coercive institutions of government can be replaced by voluntary institutions of civil mutual consent, by developing clear and believable descriptions of those voluntary institutions, and by building a community of people who share confidence in these descriptions.

We encourage libertarians of all types from all countries to join us in building this community.

The Corporation shall not carry on any activities not permitted to be carried on by a Corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Article II. Board of Directors

There shall operate a board of directors responsible for oversight of all operations and affairs of the Corporation.

The Directors have the right and responsibility to control all aspects of the policy and operation of the Foundation. Each Director has the individual responsibility to be involved in this process. Each Director is expected to make the Board aware of any information which the Director has which may be relevant.

The number of directors, initially seven, may be changed by the board of directors provided that the number shall be no less than three.

Directors will be elected by a majority vote of the current directors, and will serve terms of three years or less as directors may decide. Directors may serve any number of terms.

No director shall be replaced or removed except by resignation or death prior to expiration of the term to which that director was elected, nor shall the number of directors be increased, unless all directors be notified of such proposed action in writing by mail or e-mail at least ten days prior to the meeting in which such proposed action will be brought to vote, and unless such action is approved by vote of two-thirds of the directors.

No compensation will be paid to any member of the board of directors for services as a member of the board. By resolution of the board, reasonable expenses may be allowed for attendance at regular and special meetings of the board.

Article III. Meetings of the Board of Directors

The board of directors shall have a regular meeting at least once per year.

Notice of regular meetings will be mailed at least ten days prior to the day such meeting is to be held.

Special meetings of the board of directors may be called at any time by the president of the Corporation, or upon receipt of a request therefore signed by a majority of the directors. Reasonable effort shall be made to notify all directors of special meetings.

A quorum shall consist of a majority of the directors.

A simple majority vote of the directors present is required to pass a motion before the board, except in those special and separately-noted cases where a two-thirds majority is required.

Unless modified by a vote of two-thirds of the directors present, or by these bylaws, Robert's Rules of Order (Newly Revised) will be the authority for all questions of procedure at meetings of the Corporation.

The president may, upon notice to the other directors, authorize conduct of a meeting of the board of directors by a conference call or by e-mail.

At all meetings, proxy voting shall be allowed on all issues where practicable. The meeting announcement shall attempt to describe in detail all substantive issues to be considered at the proposed meeting, so as to enable each director who is unable to attend the meeting in person or via e-mail or conference call to participate in the activities and the votes of the board by selecting a proxy and specifying the scope of the proxy’s authority.

Article IV. Committees

The board of directors may create committees, consisting of directors and/or other persons, and empower these committees to perform specified tasks on behalf of the Corporation.

Article V. LNF Authorized Projects

The Board may commission at its discretion Authorized Projects, through which it grants specific authority to LNF members, acting as Project Guarantors, allowing these members to represent LNF and to act autonomously to pursue LNF objectives. The responsibility for each Authorized Project will be assumed by the Guarantors, but the Board will retain the authority to monitor each Authorized Project, to remove or add Guarantors, or to decommission any Authorized Project. The Board may establish rules to implement the provisions of this article.

Article VI. Officers

The officers of this Corporation will be a president, secretary, treasurer, and such other officers as the board prescribes. The president and secretary must be members of the board of directors. One person may hold more than one office, except that the president and secretary must be two separate persons.

The officers will be elected by the board of directors and will continue to serve at their pleasure.

In the event of the resignation or death of an officer the board of directors shall replace that officer.

The president will be the chief executive officer of the Corporation, will have general supervision of the affairs of the Corporation, and will execute on behalf of the Corporation contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for transaction of the business of the Corporation.

The secretary will keep Corporate records including but not limited to minutes of regular and special meetings of the board of directors.

The treasurer will have general charge of the finances of the Corporation. As directed by the board of directors the treasurer will: maintain for the Corporation a bank account (or accounts); receive all contributions and payments; pay all just debts and obligations; keep accurate and complete records of these transactions; report to the board of directors on the financial status and activities of the Corporation as requested but not less than once annually; and report to governmental authorities as necessary concerning the financial affairs of the Corporation.

Article VII. Members

The Corporation will have members who will be qualified by their payment of annual dues as established by the board of directors.

Members will receive privileges and benefits as decided by the board of directors, but as a minimum each member: will be mailed a copy of the current bylaws of the Corporation upon request; will be mailed a copy of the annual report of the Corporation; and will be invited in writing to attend each regular meeting of the board of directors.

Members attending meetings of the board of directors will not have a vote at these meetings, but may participate in discussion.

Article VIII. Advisory Senate

The Advisory Senate shall be an honorary council consisting of those directors or officers who have resigned from active participation and those who have been appointed Senators by the board of directors.

Article IX. Miscellaneous

The board of directors may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. Such authority may be general or confined to specific instances.

All records of the Corporation, as kept by its officers, may be inspected by any director of the Corporation at reasonable time and place and upon reasonable notice.

The fiscal year of the Corporation shall correspond to the calendar year, and shall begin on January 1 and conclude on December 31 of each year. The initial fiscal year shall begin on the date of incorporation, and end on December 31, 2001.

Article X. Dissolution

Upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Article XI. Amendments

The board of directors may amend these bylaws at any regular meeting with a quorum and with a vote of two-thirds of the current board of directors.
 

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