From c6bffefe1aea4bbc7a384c4e71f1860fbeaad513 Mon Sep 17 00:00:00 2001 From: Steve Dogiakos Date: Fri, 18 Feb 2022 12:34:55 -0700 Subject: [PATCH] Delete 2018_bylaws --- 2018_bylaws | 178 ---------------------------------------------------- 1 file changed, 178 deletions(-) delete mode 100644 2018_bylaws diff --git a/2018_bylaws b/2018_bylaws deleted file mode 100644 index cd1ae31..0000000 --- a/2018_bylaws +++ /dev/null @@ -1,178 +0,0 @@ -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.