tmdinosaurcenter/bylaws
1
0
Fork 0
mirror of https://github.com/tmdinosaurcenter/bylaws.git synced 2025-04-04 03:01:30 -06:00
Code Issues Packages Projects Releases Wiki Activity

Add Cory's Amendments

Browse Source 
Add Cory's Amendments to the no-member version
This commit is contained in:
Steve Dogiakos 2022-02-21 13:41:13 -07:00
parent d848c7de95
commit f1ce8deb41
1 changed files with 38 additions and 1 deletions
Show Stats Download Patch File Download Diff File Expand all files Collapse all files

39
no-members
View File

@ -14,7 +14,7 @@ The Corporation shall have the power, directly or indirectly, alone or in conjun
## 2.03 Nonprofit Status and Exempt Activities Limitation.
1. 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.
2. 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.
3. 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.
3 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
@ -57,6 +57,12 @@ Business Plan. The upcoming year’s business plan and budget describing the act
## 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.
Additionally, to be eligible, Board members must Visit TMDC annually unless Granted Special Permission by the Board Chair.
Board members residing within 50 miles of the museum are also required to attend all Public events, including Christmas party and Open Houses.
Board members also grant TMDC Permission to share contact information with other board members.
# 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.
@ -129,6 +135,37 @@ Except where these Bylaws or state or federal law supersede, the most recent edi
## 8.07 Amendments.
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors.
# Article IX TMDC Board Member Code of Conduct
The TMDC has adopted the following Code of Conduct that all Board members, agree to adhere to by signing below:
## 9.01
No member of the Board of Directors shall derive any personal profit or gain, directly or indirectly, by reason of his or her service as a Board member with the TMDC. Members of the board shall conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as members of the Board. Nevertheless, conflicts may arise from time to time.
When there is a decision to be made or an action to be approved that will result in a conflict between the best interests of TMDC and the Board member’s personal interests, including financial matters which involve the boards member’s family. the Board member has a duty to immediately disclose the conflict of interest so that the rest of the Board’s decision making will be informed about the conflict.
It is every Board member’s obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. Consequently, in the event that any Board member receives compensation from TMDC such compensation will be determined by and approved by the full Board in advance.
Any conflicts of interest, including, but not limited to financial interests, on the part of any Board Member, shall be disclosed to the Board when the matter that reflects a conflict of interest becomes a matter of Board action, and through an annual procedure for all Board members to disclose conflicts of interest.
Any Board Member having a conflict of interest shall not vote or use his or her personal influence to address the matter, and he or she shall not be counted in determining the quorum for the meeting.
All conflicts disclosed to the Board will be made a matter of record in the minutes of the meeting in which the disclosure was made, which shall also note that the Board member with a conflict abstained from the vote [and was not present for any discussion, as applicable] and was not included in the count for the quorum for that meeting.
Any new Board member will be advised of this policy during board orientation and all Board members will be reminded of the Board Member Code of Conduct and of the procedures for disclosure of conflicts and for managing conflicts on a regular basis, at least once a year.
This policy shall also apply to any Board member’s immediate family or any person acting on his or her behalf.
## 9.02 Prohibition Against Sexual Harassment
TMDC strives to maintain a workplace that is free from illegal discrimination and harassment. While all forms of harassment are prohibited, it is the organization’s policy to emphasize that sexual harassment is specifically prohibited. Any board member who engages in discriminatory or harassing conduct towards is subject to removal from the Board. Complaints alleging misconduct on the part of Board members will be investigated promptly and as confidentially as possible by a task force of the Board appointed by the [Executive/Governance] Committee.
## 9.03 Confidentiality
Board Members should maintain the confidentiality of information entrusted to them by TMDC as confidential and any other confidential information about TMDC, its operations, Personnel, customers, Donors or other associates, which comes to them, from whatever source, except when disclosure is authorized or legally mandated.
## 9.04 Active Participation
Board members are expected to exercise the duties and responsibilities of their positions with integrity, collegiality, and care. This includes:
Making attendance at all meetings of the board a high priority. It is the Individual board member’s responsibility to make sure they are able to attend meeting.
Being prepared to discuss the issues and business on the agenda, and having read all background material relevant to the topics at hand.
Cooperating with and respecting the opinions of fellow Board members, and leaving personal prejudices out of all board discussions, as well as supporting actions of the Board even when the Board member personally did not support the action taken.
Putting the interests of the organization above personal interests.
Representing the organization in a positive and supportive manner at all times and in all places.
Showing respect and courteous conduct in all board and committee meetings.
Refraining from intruding on administrative issues that are the responsibility of management, except to monitor the results and ensure that procedures are consistent with board policy.
Observing established lines of communication and directing requests for information or assistance to the executive director.
## 9.05 Enforcement
Board Members will discuss with the Chair of the Board Governance Committee any questions or issues that may arise concerning compliance with this Code. Breaches of this Code, whether intentional or unintentional, shall be reviewed by the Board Governance Committee or any sub-committee established by the Board Governance Committee (excluding any Board Members whose breaches are under review), which, if necessary, shall make recommendations to the full Board for corrective action. Serious breaches of this Code may be cause for dismissal of the Board Member committing the infraction.
I, ______________________________________, recognizing the important responsibility I am undertaking in serving as a member of the Board of Directors of Montana Dinosaur Center, hereby pledge to carry out in a trustworthy and diligent manner the duties and obligations associated with my role as a Board member and abide by this Code of Conduct. I understand that failure to abide by this Code of Conduct may result in my removal as a Board Member, pursuant to the requirements and processes provided in the organization’s governing documents.
# CERTIFICATE OF ADOPTION OF RESTATED BYLAWS
I do hereby certify that the above amended and restated Bylaws of the Montana Dinosaur Center, Inc., were approved by the Board of Directors on _________________ 2020.