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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.