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Timescale Adventures
Revised December 15, 2018
The purpose of these By-laws is to further define, but not restrict, the powers of the corporation set forth
in the Articles of Incorporation. Timescale Adventures is a public benefit corporation for which the Board
of Directors serves as custodians.
ARTICLE I - MISSION STATEMENT
The mission of Timescale Adventures is: (1) To provide hands-on educational experiences for the public,
based as much as possible on actual research sites and utilizing research personnel; (2) to promote
research and publications on the objects and information collected; and (3) to collect, preserve, research,
and interpret for the public, items relating to the physical and cultural heritage of the world. This
corporation is dedicated to the sharing of information with other organizations for the advancement of
science and the education and enjoyment of the public.
ARTICLE II - CORPORATE STRUCTURE
Section 1.
The corporate structure shall consist of a Board of Directors and Members. No Director or Member shall
be individually or collectively held personally responsible for any liability incurred by the corporation.
Section 2.
The structure of the Board of Directors shall consist of four Corporate Officers and up to 12
Directors-at-Large. Corporate Officers will consist of President, Vice-President, Secretary, and Treasurer.
The Corporate Officers presently serving are:
David Trexler (President)
Box 794
Bynum, Montana 59419
Rick Stowell (Vice-President)
9480 Singletree Lane
Missoula, Montana 59803
Laurie Trexler (Secretary)
Box 794
Bynum, Montana 59419
Erin King (Treasurer)
2015 Laurin Ct.,
Missoula, MT, 59801
Section 3.
Nominations for Corporate Officers positions may be made by the Directors-at-large, remaining
Corporate Officers, or Members. Corporate Officer Positions shall be held for a period of four (4) years,
and shall be elected by a majority of all votes cast. Election of one Corporate Officer shall occur each
year at the annual meeting. Corporate Officers may be re-elected to their positions. Corporate Officers
may appoint an individual to fill an Officer vacancy occurring more than thirty (30) days prior to the
annual meeting. Any such appointment shall be valid only until the next annual meeting, and the position
will be filled through the aforementioned election process. Members not attending the annual meeting
may vote by mail-in ballot. Ballots shall be mailed (or transmitted electronically) to all members no less
than 30 days prior to the annual meeting. The mail-in ballot shall only be considered valid if received at
least seven (7) days prior to the annual meeting. If such a majority is not attained by any candidate, the
candidate receiving the highest number of votes shall be elected. Corporate officers are Directors.
Section 4.
The Directors-at-large shall be appointed by majority vote of the Board of Directors, and shall serve two
(2) year terms. Nominations for Directors-at-large positions may be made by the existing Board of
Directors or Members of the organization. All nominations will be duly considered by the Board of
Directors, and such nomination shall be rejected only if it is felt by the Board of Directors that the
addition would adversely affect the operation of the Board itself or the organization in general. A Director
may be removed from office if he or she misses 3 consecutive regularly scheduled meetings.
Section 5.
The Board of Directors shall oversee the operation of the corporation. It is the express duty of the Board
of Directors to see that all corporate policies and actions conform to the Articles of Incorporation, the
By-Laws, the Mission, any pertinent State or Federal regulations, and fiscal responsibilities of the
corporation. The Board of Directors shall also be responsible for ordering and overseeing all facets of the
operation.
Section 6.
The President shall arrange for the performance of all actions deemed necessary by the Board of Directors
for the general operation of the corporation. The President shall present to the Board of Directors any
nominations for a Director position by a member of the Board of Directors or the general membership. If
a Corporate Officer is unable to attend a meeting the President may appoint another Director to perform
that officer's duties for that meeting. The Vice-President shall assist the President in his duties and shall
serve as the President when the President is unavailable. The Secretary shall take minutes at all meetings
of the board of Directors, maintain proper records, and shall be responsible for all correspondence
external to the corporation to and from the Board of Directors. The Treasurer shall maintain the financial
records of the corporation, receive payments and pay debts as directed by the Board of Directors, and
submit all corporate financial information to the independent accountant as necessary. The Secretary and
Treasurer shall present reports concerning their areas of responsibility at each board meeting.
Section 7.
The President shall appoint persons to form and oversee such special committees as are deemed necessary
by the Board of Directors. The President may, at the recommendation of the Board of Directors, hire or
appoint staff. All committees serve under the direction of the President. The President, or the
Vice-President in his or her place, shall attend any and all meetings of the Board of Directors and
participate in discussions; however, the President may not vote except in case of a tie.
ARTICLE II - MEMBERSHIPS
Members, Directors and all Timescale Adventures staff shall be deemed members of the Corporation for
the duration of their terms of service. Paid memberships shall be of one year duration except the lifetime
membership, which shall be valid for the lifetime of the individual. Timescale Adventures shall not deny
membership to, or otherwise discriminate against any person based on race, religion, gender or sexual
preference.
ARTICLE III – MEETINGS
Section 1.
The Board of Directors shall meet quarterly, in the first week of March, June, and September., and at the
Annual General Meeting. Additional meetings may be ordered at the call of the President or the Secretary
of the Board of Directors. In no case will a Director be considered present at a meeting unless the Director
can both hear the ongoing discussions and respond. However, a Director may attend via electronic media
so long as the previously mentioned conditions are met. A quorum shall consist of a majority of Directors.
A deciding vote shall be cast by a majority of the quorum.
Section 2.
The Corporation shall hold an annual meeting of the organization during the month of December each
year or as otherwise determined by the Board of Directors. At least twenty-one (21) days notice of the
annual meeting will be given to all Corporate Members. This condition shall be considered met if a notice
is mailed to each Member's last known address at least thirty (30) days prior to the meeting. The mailed
notice shall include a ballot for the election of the Corporate Officer whose term is expiring. A statement
of the activities of the Corporation shall be made by the Corporate Officers at the annual meeting relating
to finances, collections, and operation of the Corporation. Except for election of a Corporate Officer, a
deciding vote shall be determined by a majority of the Corporate Members present at this annual general
meeting.
Section 3.
All business procedures not covered by these By-laws shall be conducted according to Robert's Rules of
Order.
ARTICLE IV - FISCAL YEAR
Section 1.
The fiscal year of the Corporation shall end December 31.
Section 2.
The Board of Directors shall prepare, or cause to be prepared, an annual budget which will be presented
and ratified at the annual meeting.
Section 3.
An accountant shall be contracted to prepare an independent audit of the corporation. His/her report shall
include a year-end financial statement of the Corporation to be rendered at the annual meeting.
ARTICLE V - CORPORATE RECORDS
Minutes will be kept of all meetings of the Corporation, the Board of Directors, and Special Committees.
Secretaries of the various boards will transcribe the Minutes, and are charged with preserving these
records until the Minutes of the previous meeting are approved. Approved copies of all Minutes will be
maintained in both computer file and paper copy formats at Corporate Headquarters. In addition, a
separate copy of all approved Minutes will be stored at a separate location to be determined by the Board
of Directors. Copies of all approved Minutes, By-Laws, and the Articles of Incorporation, as well as any
other corporate documents recommended for inclusion by the Board of Directors shall be made available
for public inspection at Corporate Headquarters upon request.
ARTICLE VI - COMMUNICATIONS
All communications to Timescale Adventures should be addressed to:
Timescale Adventures
P.O. Box 786
Bynum, Montana 59419
This address may be changed by an action of the Board of Directors and the subsequent notification of the
Secretary of State, the Internal Revenue Service, all corporate members, and others as appropriate.
ARTICLE VII - AMENDMENTS
These By-laws may be amended by a 2⁄3 majority vote by the board of directors, a majority mail-in vote of
all Corporate Members, or by a majority vote of all Members present at an Annual General Meeting
called in accordance with Article III, section 3 of this document, provided notice of the proposed is made
in the meeting notification. However, Article VIII of this document may only be amended by the
unanimous vote of the Board of Directors and may only be amended as necessary to comply with the
501(c)3 Federal Codes governing tax-exempt organizations or corresponding sections of any future codes.
ARTICLE VIII - DISSOLUTION
Upon dissolution of the corporation, the Board of Directors shall: (1) Disburse any remaining corporate
funds as required to pay corporate liabilities. (2) Arrange the transfer of any collected objects of scientific
or cultural importance to another institution or institutions that are recognized by the Federal Government
as tax-exempt under section 501 (c) (3) or corresponding section of any future federal tax code and that
specialize in the type of object (e.g. Museum of the Rockies for fossils, Montana Historical Society for
historical objects). (3) Turn over to the District Court all remaining assets and liabilities incurred by the
corporation so that the disposal of all other assets and payment of remaining liabilities may be performed
through actions by the District Court. Items accessioned into collections are to be deemed to be
public-owned, and collection items must be maintained in the public trust. No accessioned items may be
offered for barter, sale, or collateral for any debt. Because these items are part of the public trust, disposal
of such upon dissolution of the corporation must be limited to transfer to another public trust (501(c)(3) or
equivalent) facility.

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ARTICLE I: NAME
1.01 Name.
The name of this Corporation shall be The Montana Dinosaur Center, Inc. The business of the Corporation may also be conducted as The Montana Dinosaur Center or TMDC.
1.02 Name Change.
The Corporation may, at its pleasure, change its name by a vote of a majority of the Board of Directors (the “Board”). Any such name change shall be done by filing the notice of the use of an assumed name by the Corporation or by an amendment to the Bylaws of the Corporation and the Articles of Incorporation with the State.
ARTICLE II PURPOSES AND POWERS
2.01 Purpose.
The mission of this Corporation is
to provide hands-on educational experiences for the public, based as much as possible on actual research sites and utilizing research personnel;
to promote research and publications on the objects and information collected; and
to collect, preserve, research, and interpret for the public, items relating to the physical and cultural heritage of the world. This corporation is dedicated to the sharing of information with other organizations for the advancement of science and the education and enjoyment of the public.
2.02 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 effect the charitable purposes for which the Corporation 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 shall include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation.
Nonprofit Legal Status. The Corporation is a Montana nonprofit public benefit organization, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code (the “Code”), as amended from time to time, and any reference to a specific section of the Code shall be deemed to include any future corresponding section of the Code.
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 or carried on by an organization exempt under Code Section 501(c)(3), or by an organization contributions to which are deductible under Section 170(c)(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 these Bylaws.
Distribution Upon Dissolution. Upon the dissolution of the organization, the collection shall be transferred to the designated Bureau of Land Management repository, other assets shall be distributed for one or more exempt purposes within the meaning of Code Section 501(c)(3), or shall be distributed to the federal government or to a state or local government, for a public purpose. Any assets not disposed of shall be disposed of by the District Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE III MEMBERSHIP
3.01 Membership Classes and Powers.
Except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws, the number of classes, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension, and expulsion of Members shall be determined by the Board of Directors. Except as may otherwise be required by law, the Articles of Incorporation, or these Bylaws, any right of Members to vote and any right, title or interest in or to the Corporation, its properties, and franchises, shall cease and divest upon the termination of Membership, except that liability of a Member for sums due the Corporation shall survive such termination unless otherwise expressly provided by the Board of Directors.
3.02 Dues.
Annual Membership dues for voting Members shall be determined by the Board of Directors.
3.03 Voting Rights.
Except as otherwise provided in these Bylaws, each Member shall be entitled to one vote on each matter upon which Members have voting rights. The record date (Record Date) for all meetings of Members shall be fourteen (14) days prior to the date of such meeting or action without meeting as identified in the notice. Only Members in good standing as of the Record Date for any meeting or action without meeting shall have voting rights during such meeting.
ARTICLE IV MEETING OF MEMBERS
4.01 Time, Place and Notice of Annual Membership Meeting.
The annual meeting of the Members will be held each year at a time and place established by the Board of Directors, with a minimum of twenty-one (21) days written notice to all Members. Written notice may be communicated in person, facsimile, or other forms of electronic, wire, or wireless communication, or by mail or private carrier to the correct address or authenticated electronic identification, as provided by Montana law, as shown in the Corporation’s record of Members. Any Member may attend the Annual Membership meeting for the limited purpose of voting, without being required to pay registration fees to attend the meeting. Members may participate in a meeting of the Members by means of a conference telephone call or similar remote communication. Participation by conference telephone call or similar remote communication shall constitute presence in person at a meeting. Remote communication shall include communication made by conference telephone call, internet, electronic, remote technology, or similar communication through which all participants in the meeting have the opportunity to read or hear the proceedings substantially concurrent with their occurrence, vote on matters submitted to the Members, pose questions, and make comments.
4.02 Business to be conducted at the Annual General Membership Meeting (AGMM).
The following business or reports may be conducted or presented at the Annual Membership Meeting:
Election of Directors. Election of Directors to serve on the Board of Directors, unless elections are otherwise held by written or digital ballot in accordance with these Bylaws.
Financial Report. The most recent year’s activities and financial report will be presented to the membership.
Business Plan. The upcoming year’s business plan and budget describing the activities of the Corporation will be presented.
4.03 Nomination and Election of Directors.
Unless the Board determines to conduct the election by written or digital ballot in accordance with these Bylaws, a slate of nominees for Directors for the Board shall be presented to the voting Members by the Board a minimum of fourteen (14) days before the AGMM. Additional nominations for Directors may be made by five or more Members of the Corporation by submitting the names of nominees in writing to the Board Chair at least ten (10) days before the annual Membership meeting. If no additional nominations are submitted, the Board of Directors’ slate of candidates shall be elected without ballot at the annual Membership meeting. If additional nominations are submitted the elections shall be conducted at the annual Membership meeting by secret ballot or by any other method allowed under Montana law.
The Board may determine to conduct the election of Directors by written or digital ballot during the 14 days before the Annual Membership meeting or, if for any reason (including lack of a quorum) the election does not occur at the Annual Membership meeting, within 40 days after the Annual Membership meeting.
4.04 Quorum.
Ten percent (10%) of the number of voting Members then in good standing present in person or by proxy shall constitute a quorum for the transaction of any business. If at any meeting of the Members there is less than a quorum present, a majority of those present may adjourn the meeting, without further notice, until a quorum is obtained.
4.05 Proxies.
At any meeting of the Members, a Member entitled to vote may do so by proxy in accordance with Montana law or by other reasonable means allowed by Montana law established in Board policy.
ARTICLE V BOARD OF DIRECTORS
5.01 Number of Directors.
The Corporation shall have a Board of Directors consisting of at least five (5) Directors and no more than twenty-three (23) Directors. Within these limits, the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of the Directors, to have approximately one-third of the Board elected, but not fewer than three Directors, at each annual meeting of the Membership.
5.02 Powers.
Except as otherwise provided by law, all corporate powers are exercised by or under the authority of the Board and the affairs of the Corporation are managed under the direction of the Board.
5.03 Terms.
All Directors will be elected to serve three (3) year terms; provided, however, that the term may be extended until a successor has been elected. Directors may serve a maximum of two (2) three (3) year terms in succession, plus time served to fill a vacancy or a term of less than three (3) years. The term of a Director elected by the Membership may not be shortened by the Board.
5.04 Vacancies.
The Board of Directors may fill vacancies due to the 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.
Unexpected Vacancies. Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Director being replaced.
Filling Previously Unfilled Positions. Each Director appointed by the Board between the Annual Meeting of the Membership to add a Director to a previously unfilled Board position shall stand for election for the balance of the term with the next slate of candidates presented to the Membership for election under these Bylaws.
5.05 Removal of Directors.
A Director may be removed by a majority vote of the Board of Directors then in office if a Director is absent and unexcused from two or more meetings of the Board of Directors in a twelve (12) month period. The Board Chair is empowered to excuse Directors from attendance for a reason deemed adequate by the Board Chair.
5.06 Board of Directors Meetings.
Regular Meetings. The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board Chair. Regular meetings of the Board may be held without further notice; however the Board Chair or Executive Director shall use best efforts to send an electronic or written reminder of regular meetings a minimum of ten (10) days before the meeting.
Special Meetings. Special meetings of the Board may be called by the Board Chair, by any two members of the Executive Committee, or by 10 percent of the 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.
Notice of Board Meetings. If notice is given of a regular or special meeting, notice must be given to each Director either personally, by U.S. mail or private carrier, or other form of electronic, wire, or wireless communication by correct address or authenticated electronic identification shown in the Corporation’s record of Directors. If e-mailed, a notice shall be deemed delivered when delivery receipt is received or an electronic notice of delivery is returned to the sender of the notice. If mailed, a notice shall be deemed delivered at the earliest of
five days after deposited in the U.S. mail, as evidenced by the postmark, if it is mailed postpaid and with the correct postage to the Director,
the date shown on the return receipt if sent by registered or certified mail and the receipt is signed by or on behalf of the Director, or
the date received.
Special Notice Provisions. If a purpose of the meeting is to consider an amendment to the Articles of Incorporation, a plan of merger, the sale, lease, exchange, or disposition of all or substantially all of the Corporation’s property, or the dissolution of the Corporation, then a notice must be given to each Director at least seven (7) days before the meeting stating the purpose, and the notice must be accompanied by a copy of or summary of the proposed amendment, plan of merger, transaction for the disposition of property, or proposed dissolution.
Waiver of Notice. Any Director may waive notice of any meeting, in accordance with Montana law.
5.07 Manner of Acting.
Quorum. A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board.
Vote. The act of the majority of the voting Directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise specified in these Bylaws or required by law. Each Director shall have one vote.
No Proxy Voting. Directors may not vote or sign Board resolutions or consents by proxy.
Participation. 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, by telephone conference call, or similar remote communication.
5.08 Action Without Meeting.
Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such action may be taken by e-mail if an electronic copy of the resolution is printed out, signed and returned to the Secretary by all Directors. Such consent shall have the same effect as a unanimous vote and shall be placed in the minutes by the Secretary.
5.09 Annual Corporate Board Meeting
Election of Directors. Election of Directors to serve on the Board of Directors
Election of Officers. The Board shall elect Board Officers at the first meeting of the Board following the Annual Membership meeting and election of Directors.
Financial Report. The most recent year’s activities and financial report will be presented to the board.
Business Plan. The upcoming year’s business plan and budget describing the activities of the Corporation will be presented.
5.10 Qualifications of Directors.
In order to be eligible as a Director on the Board of Directors, the individual must be eighteen (18) years of age, a Member in good standing of the Corporation, and in compliance with the Corporate Ethics Polic.
ARTICLE VI OFFICERS
6.01 Board Officers.
The Board Officers of the Corporation shall be a Board Chair, Vice-Chair, Secretary, and Treasurer, all of whom shall be chosen by, and serve at 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-Chairs and such other Officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such 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 Officer may act in more than one capacity where action of two or more Officers is required.
6.02 Term of Office.
Each Board Officer shall serve a one (1) year term of office. Unless elected to fill a vacancy in an Officer position, each Board Officer’s term of office shall begin upon the adjournment of the Annual Corporate Board Meeting at which elected and shall end upon the adjournment of the Annual Corporate 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 a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
6.04 Board Chair.
The Board Chair shall be the Chief Volunteer Officer of the Corporation. The Board Chair 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-Chair.
In the absence or disability of the Board Chair, the ranking Vice-Chair or Vice-Chair designated by the Board of Directors shall perform the duties of the Board Chair. When so acting, the Vice-Chair shall have all the powers of and be subject to all the restrictions upon the Board Chair. The Vice-Chairs shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board Chair.
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 Members, Directors, and committees as required by these 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 Chair. The Secretary may appoint, with approval of the Board (or the Executive Committee), a member of the staff to assist in the 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 Corporation and shall have primary responsibility for implementing the responsibilities of the Finance and Audit Committee as specified in the committee charter. The Treasurer, working with the Finance and Audit Committee, shall oversee and keep the Board informed of the financial condition of the Corporation and of audit or financial review results. In conjunction with the Executive Director or other staff or Officers with responsibility for maintaining the financial records of the Corporation, the Treasurer shall oversee budget 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 on a timely basis or as may be required by the Board of Directors. The Treasurer shall perform all duties properly required by the Board of Directors or the Board Chair. The Treasurer may appoint, with approval of the Board (or the Executive Committee), a qualified fiscal agent or member of the staff to assist in the performance of all or part of the duties of the Treasurer.
6.08 Compensation for Board Service.
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.
6.09 Compensation for Professional Services by Directors.
Directors are not restricted from being remunerated for professional services provided to the Corporation. Such remuneration 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.
6.10 Executive Director and Non-Director Officers.
The Executive Director shall be an Officer of the Corporation, appointed by the Board. If the Executive Director resigns as an Officer of the Corporation, he or she may no longer serve as Executive Director. 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 COMMITTEES
7.01 Committees.
Standing and Special Committees. The committees of the Board shall be standing and special, and each Board committee shall have membership, duties, and powers established in these Bylaws and the Board resolution or charter creating the committee. Standing committees perform continuing functions on behalf of the Board. Special committees perform specific, limited tasks of the Board. In addition to the standing committees established in these Bylaws, the Board Chair may establish standing and special committees.
Creation of Committees and Appointment of Members. All Board committees shall be created by the Board Chair, and the Board Chair shall appoint all committee members and fill any vacancies; provided, however, that the Executive Committee may create interim special committees of the Board and establish their membership between meetings of the Board, subject to Board ratification at the next regular or special meeting of the Board. Each committee must be composed of two or more voting Directors and may include non-director members without the power to vote.
7.02 Committee Manner of Acting.
The provisions of these Bylaws which govern meetings, manner of acting, action without meetings, notice, waiver of notice, and quorum and voting requirements of the Board shall apply to committees of the Board and their members.
7.03 Executive Committee.
The Board shall have an Executive Committee with powers established by the Board, consistent with these Bylaws. The Chair of the Corporation shall serve as Chair of the Executive Committee and the membership of this committee shall also include the Vice Chair(s), Treasurer, Secretary, and Executive Director.
7.04 Governance Committee.
The Board shall have a Governance Committee with powers established by the Board, consistent with these Bylaws. The Board Chair shall appoint a Committee Chair.The Governance Committee shall submit recommendations for Directors to the Board thirty (30) days before the AGMM, and shall track Director terms in compliance with these bylaws. Any amendments to these Bylaws will be referred to the Governance Committee, and the Committee may recommend Bylaws changes to the Board. The Governance Committee shall be convened to address ethical issues as referred by the Board Chair or a majority vote of Board. The Governance Committee may recommend to the Board Chair names of individuals to be appointed to the Advisory Council.
7.05 Finance Committee.
The Board shall have a Finance Committee with powers established by the Board, consistent with these Bylaws. The Treasurer shall be the Committee Chair. The Finance Committee shall prepare the Annual Budget to present to the Board at the Annual Corporate Board Meeting.
7.06 Development Committee.
The Board shall have a Development Committee with powers established by the Board, consistent with these Bylaws.
ARTICLE VIII EXECUTIVE DIRECTOR & STAFF
8.01 Appointment.
The Board of Directors may appoint an Executive Director as the chief executive officer of the Corporation. The Executive Director will hold office at the will of the Board and shall report directly to the Board.
8.02 Duties.
The Executive Director shall be responsible for administrative management of the Corporation, with general and active supervision over the property, business, and affairs of the Corporation. The Executive Director shall serve as the Corporation’s primary spokesperson to its constituents, the media, and the general public. The Executive Director shall carry out the policies and programs of the Corporation and perform duties as directed by the Board, subject to oversight by the Board and the Executive Committee.
ARTICLE IX CONTRACTS, CHECKS, LOANS, INDEMNIFICATION, & RELATED MATTERS
9.01 Contracts & 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 Executive Director, the Board Chair, or other persons to whom the Corporation has delegated authority to execute such documents in accordance with policies approved by the Board.
9.02 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.
9.03 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 depositories as the Board or a designated Committee of the Board may select.
9.04 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.
9.05 Indemnification.
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.
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
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
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 not entitled to be indemnified by the Corporation in these Bylaws.
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 Montana 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 X MISCELLANEOUS
10.01 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 Members and Board of Directors, a record of all actions taken by the Members or Board of Directors without a meeting, and a record of all actions taken by committees of the board.
10.02 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, Member, or member of a Committee with Board-delegated powers.
10.03 Advisory Council.
The Board Chair may appoint an Advisory Council consisting of individuals who provide considerable value to the Corporation. The Advisory Council shall be limited to providing advice to the Board Chair on matters referred to the Council. Directors may not serve on the Advisory Council.
10.04. Actions Regarding Membership and Ownership Interests.
The Board shall exercise membership powers and ownership interests, if any, either by Board action in accordance with these Bylaws or by delegation of authority to act for the Corporation to the Executive Committee or Executive Director or his or her designees.
10.05 Collections and Ethics Policies
The Corporation shall adhere to collections policies congruent with TK collections policy. The Corporation shall adhere to ethics policies consistent with Montana Nonprofit Association and the Society of TK Paleontologists.
10.06 Robert's Rules of Order.
Except where these Bylaws or state or federal law supersede, the most recent edition of Robert's Rules of Rules of Order shall be used to govern the procedures, rules, and actions of the Corporation.
10.07 Amendments.
Except for those amendments reserved to the Members by law, these Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors. In accordance with Montana law, amendments that relate to the number of directors, the composition of the board, the term of office of directors, the method or way in which directors are elected or selected, or termination or cancellation of members or classes of voting members must be voted upon by the voting Members.
CERTIFICATE OF ADOPTION OF RESTATED BYLAWS
I do hereby certify that the above amended and restated Bylaws of the Montana Nonprofit Association, Inc., were approved by the Board of Directors on _________________ 2020.
/s/Sandra Dogiakos
Secretary of the Corporation Dated: _________________, 2020

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ARTICLE I: NAME
1.01 Name.
The name of this Corporation shall be The Montana Dinosaur Center, Inc. The business of the Corporation may also be conducted as The Montana Dinosaur Center or TMDC.
1.02 Name Change.
The Corporation may, at its pleasure, change its name by a vote of a majority of the Board of Directors (the “Board”). Any such name change shall be done by filing the notice of the use of an assumed name by the Corporation or by an amendment to the Bylaws of the Corporation and the Articles of Incorporation with the State.
ARTICLE II PURPOSES AND POWERS
2.01 Purpose.
The mission of this Corporation is
to provide hands-on educational experiences for the public, based as much as possible on actual research sites and utilizing research personnel;
to promote research and publications on the objects and information collected; and
to collect, preserve, research, and interpret for the public, items relating to the physical and cultural heritage of the world. This corporation is dedicated to the sharing of information with other organizations for the advancement of science and the education and enjoyment of the public.
2.02 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 effect the charitable purposes for which the Corporation 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 shall include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation.
Nonprofit Legal Status. The Corporation is a Montana nonprofit public benefit organization, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code (the “Code”), as amended from time to time, and any reference to a specific section of the Code shall be deemed to include any future corresponding section of the Code.
Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no Director, Officer, employee, 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 or carried on by an organization exempt under Code Section 501(c)(3), or by an organization contributions to which are deductible under Section 170(c)(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, 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 these Bylaws.
Distribution Upon Dissolution. Upon the dissolution of the organization, the collection shall be transferred to the designated Bureau of Land Management repository, other assets shall be distributed for one or more exempt purposes within the meaning of Code Section 501(c)(3), or shall be distributed to the federal government or to a state or local government, for a public purpose. Any assets not disposed of shall be disposed of by the District Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE III BOARD OF DIRECTORS
3.01 Number of Directors.
The Corporation shall have a Board of Directors consisting of at least five (5) Directors and no more than twenty-three (23) Directors. Within these limits, the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of the Directors, to have approximately one-third of the Board elected, but not fewer than three Directors, at the Annual Corporate Board Meeting
3.02 Powers.
Except as otherwise provided by law, all corporate powers are exercised by or under the authority of the Board and the affairs of the Corporation are managed under the direction of the Board.
3.03 Terms.
All Directors will be elected to serve three (3) year terms; provided, however, that the term may be extended until a successor has been elected. Directors may serve a maximum of two (2) three (3) year terms in succession, plus time served to fill a vacancy or a term of less than three (3) years.
3.04 Vacancies.
The Board of Directors may fill vacancies due to the 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.
Unexpected Vacancies. Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Director being replaced.
Filling Previously Unfilled Positions. Each Director appointed by the Board between the Annual Corporate Board Meeting to add a Director to a previously unfilled Board position shall stand for election for the balance of the term with the next slate of candidates presented to the Board for election under these Bylaws.
3.05 Removal of Directors.
A Director may be removed by a majority vote of the Board of Directors then in office if a Director is absent and unexcused from two or more meetings of the Board of Directors in a twelve (12) month period. The Board Chair is empowered to excuse Directors from attendance for a reason deemed adequate by the Board Chair.
3.06 Board of Directors Meetings.
Regular Meetings. The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board Chair. Regular meetings of the Board may be held without further notice; however the Board Chair or Executive Director shall use best efforts to send an electronic or written reminder of regular meetings a minimum of ten (10) days before the meeting.
Special Meetings. Special meetings of the Board may be called by the Board Chair, by any two members of the Executive Committee, or by 10 percent of the 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.
Notice of Board Meetings. If notice is given of a regular or special meeting, notice must be given to each Director either personally, by U.S. mail or private carrier, or other form of electronic, wire, or wireless communication by correct address or authenticated electronic identification shown in the Corporation’s record of Directors. If e-mailed, a notice shall be deemed delivered when delivery receipt is received or an electronic notice of delivery is returned to the sender of the notice. If mailed, a notice shall be deemed delivered at the earliest of
five days after deposited in the U.S. mail, as evidenced by the postmark, if it is mailed postpaid and with the correct postage to the Director,
the date shown on the return receipt if sent by registered or certified mail and the receipt is signed by or on behalf of the Director, or
the date received.
Special Notice Provisions. If a purpose of the meeting is to consider an amendment to the Articles of Incorporation, a plan of merger, the sale, lease, exchange, or disposition of all or substantially all of the Corporation’s property, or the dissolution of the Corporation, then a notice must be given to each Director at least seven (7) days before the meeting stating the purpose, and the notice must be accompanied by a copy of or summary of the proposed amendment, plan of merger, transaction for the disposition of property, or proposed dissolution.
Waiver of Notice. Any Director may waive notice of any meeting, in accordance with Montana law.
3.07 Manner of Acting.
Quorum. A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board.
Vote. The act of the majority of the voting Directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise specified in these Bylaws or required by law. Each Director shall have one vote.
No Proxy Voting. Directors may not vote or sign Board resolutions or consents by proxy.
Participation. 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, by telephone conference call, or similar remote communication.
3.08 Action Without Meeting.
Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such action may be taken by e-mail if an electronic copy of the resolution is printed out, signed and returned to the Secretary by all Directors. Such consent shall have the same effect as a unanimous vote and shall be placed in the minutes by the Secretary.
3.09 Annual Corporate Board Meeting
The first Board Meeting of the calendar year shall be considered the Annual Corporate Board Meeting (ACBM). The following business or reports shall be conducted or presented at the ACBM:
Election of Directors. Election of Directors to serve on the Board of Directors.
Election of Officers. The Board shall elect Board Officers.
Financial Report & Budget. The most recent year’s activities and financial report and the budget for the upcoming year will be presented.
Business Plan. The upcoming year’s business plan and budget describing the activities of the Corporation will be presented.
3.10 Qualifications of Directors.
In order to be eligible as a Director on the Board of Directors, the individual must be eighteen (18) years of age, and in compliance with the Corporate Ethics Policies.
ARTICLE IV OFFICERS
4.01 Board Officers.
The Board Officers of the Corporation shall be a Board Chair, Vice-Chair, Secretary, and Treasurer, all of whom shall be chosen by, and serve at 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-Chairs and such other Officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such 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 Officer may act in more than one capacity where action of two or more Officers is required.
4.02 Term of Office.
Each Board Officer shall serve a one (1) year term of office. Unless elected to fill a vacancy in an Officer position, each Board Officer’s term of office shall begin upon the adjournment of the Annual Corporate Board Meeting at which elected and shall end upon the adjournment of the Annual Corporate Board Meeting during which a successor is elected.
4.03 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 a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
4.04 Board Chair.
The Board Chair shall be the Chief Volunteer Officer of the Corporation. The Board Chair 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.
4.05 Vice-Chair.
In the absence or disability of the Board Chair, the ranking Vice-Chair or Vice-Chair designated by the Board of Directors shall perform the duties of the Board Chair. When so acting, the Vice-Chair shall have all the powers of and be subject to all the restrictions upon the Board Chair. The Vice-Chairs shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board Chair.
4.06 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 these 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 Chair. The Secretary may appoint, with approval of the Board (or the Executive Committee), a member of the staff to assist in the performance of all or part of the duties of the Secretary.
4.07 Treasurer.
The Treasurer shall be the lead Director for oversight of the financial condition and affairs of the Corporation and shall have primary responsibility for implementing the responsibilities of the Finance and Audit Committee as specified in the committee charter. The Treasurer, working with the Finance and Audit Committee, shall oversee and keep the Board informed of the financial condition of the Corporation and of audit or financial review results. In conjunction with the Executive Director or other staff or Officers with responsibility for maintaining the financial records of the Corporation, the Treasurer shall oversee budget 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 on a timely basis or as may be required by the Board of Directors. The Treasurer shall perform all duties properly required by the Board of Directors or the Board Chair. The Treasurer may appoint, with approval of the Board (or the Executive Committee), a qualified fiscal agent or member of the staff to assist in the performance of all or part of the duties of the Treasurer.
4.08 Compensation for Board Service.
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.
4.09 Compensation for Professional Services by Directors.
Directors are not restricted from being remunerated for professional services provided to the Corporation. Such remuneration 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.
4.10 Executive Director and Non-Director Officers.
The Executive Director shall be an Officer of the Corporation, appointed by the Board. If the Executive Director resigns as an Officer of the Corporation, he or she may no longer serve as Executive Director. 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 V COMMITTEES
5.01 Committees.
Standing and Special Committees. The committees of the Board shall be standing and special, and each Board committee shall have membership, duties, and powers established in these Bylaws and the Board resolution or charter creating the committee. Standing committees perform continuing functions on behalf of the Board. Special committees perform specific, limited tasks of the Board. In addition to the standing committees established in these Bylaws, the Board Chair may establish standing and special committees.
Creation of Committees and Appointment of Members. All Board committees shall be created by the Board Chair, and the Board Chair shall appoint all committee members and fill any vacancies; provided, however, that the Executive Committee may create interim special committees of the Board and establish their membership between meetings of the Board, subject to Board ratification at the next regular or special meeting of the Board. Each committee must be composed of two or more voting Directors and may include non-director members without the power to vote.
5.02 Committee Manner of Acting.
The provisions of these Bylaws which govern meetings, manner of acting, action without meetings, notice, waiver of notice, and quorum and voting requirements of the Board shall apply to committees of the Board and their members.
5.03 Executive Committee.
The Board shall have an Executive Committee with powers established by the Board, consistent with these Bylaws. The Chair of the Corporation shall serve as Chair of the Executive Committeeand the membership of this committee shall also include the Vice Chair(s), Treasurer, Secretary, and Executive Director.
5.04 Governance Committee.
The Board shall have a Governance Committee with powers established by the Board, consistent with these Bylaws. The Board Chair shall appoint a Committee Chair.The Governance Committee shall submit recommendations for Directors to the Board thirty (30) days before the AGMM, and shall track Director terms in compliance with these bylaws. Any amendments to these Bylaws will be referred to the Governance Committee, and the Committee may recommend Bylaws changes to the Board. The Governance Committee shall be convened to address ethical issues as referred by the Board Chair or a majority vote of Board. The Governance Committee may recommend to the Board Chair names of individuals to be appointed to the Advisory Council.
5.05 Finance Committee.
The Board shall have a Finance Committee with powers established by the Board, consistent with these Bylaws. The Treasurer shall be the Committee Chair. The Finance Committee shall prepare the Annual Budget to present to the Board at the Annual Corporate Board Meeting.
5.06 Development Committee.
The Board shall have a Development Committee with powers established by the Board, consistent with these Bylaws.
ARTICLE VI EXECUTIVE DIRECTOR & STAFF
6.01 Appointment.
The Board of Directors may appoint an Executive Director as the chief executive officer of the Corporation. The Executive Director will hold office at the will of the Board and shall report directly to the Board.
6.02 Duties.
The Executive Director shall be responsible for administrative management of the Corporation, with general and active supervision over the property, business, and affairs of the Corporation. The Executive Director shall serve as the Corporation’s primary spokesperson to its constituents, the media, and the general public. The Executive Director shall carry out the policies and programs of the Corporation and perform duties as directed by the Board, subject to oversight by the Board and the Executive Committee.
ARTICLE VII CONTRACTS, CHECKS, LOANS, INDEMNIFICATION, & RELATED MATTERS
7.01 Contracts & 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 Executive Director, the Board Chair, 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 depositories 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.
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.
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
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
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 not entitled to be indemnified by the Corporation in these Bylaws.
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 Montana 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 the Board of Directors without a meeting, and a record of all actions taken by committees of the board.
8.02 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, or member of a Committee with Board-delegated powers.
8.03 Advisory Council.
The Board Chair may appoint an Advisory Council consisting of individuals who provide considerable value to the Corporation. The Advisory Council shall be limited to providing advice to the Board Chair on matters referred to the Council. Directors may not serve on the Advisory Council.
8.04. Actions Regarding Ownership Interests.
The Board shall exercise membership powers and ownership interests, if any, either by Board action in accordance with these Bylaws or by delegation of authority to act for the Corporation to the Executive Committee or Executive Director or his or her designees.
8.05 Collections and Ethics Policies
The Corporation shall adhere to its established ethics and collections management Policies .
8.06 Robert's Rules of Order.
Except where these Bylaws or state or federal law supersede, the most recent edition of Robert's Rules of Rules of Order shall be used to govern the procedures, rules, and actions of the Corporation.
8.07 Amendments.
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors.
CERTIFICATE OF ADOPTION OF RESTATED BYLAWS
I do hereby certify that the above amended and restated Bylaws of the Montana Nonprofit Association, Inc., were approved by the Board of Directors on _________________ 2020.
/s/Sandra Dogiakos
Secretary of the Corporation Dated: _________________, 2020