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