BY LAWS OF THE

Section 1 - Name

The name of this corporation is Rogers County Cherokee Association, hereafter referred

to as the Association.

Section 2 - Purpose

The Association is organized exclusively for charitable and educational purposes as

described under Section 501c3 of the Internal Revenue Code of 1954 (or the

corresponding provisions of any future United States Internal Revenue Law), including

but not limited to:

A. Providing an organization for Cherokee Nation Tribal Citizens, their family members, and friends

to promote unity and cooperation and to advance the Cherokee people of Rogers County.

B. Providing better communication among Cherokee Tribal Citizens and Cherokee people, and the

General Public.

C. Providing a basis for the development of Cherokee cultural knowledge, understanding of

Cherokee Nation government, and current issues facing the Cherokee Nation.

D. Providing Association members with, but not limited to :

1. A facility for meetings and cultural activities.

2. Educational opportunities such as cultural days, lectures, classes and field trips.

3. Mentorship.

4. Community network.

E. Providing a forum for the exploration of community problems relating to Cherokee people and

their lands or communities.

F. Promoting the interest of Cherokees to pursue careers which enable individuals to become self-

sufficient.

G. Participating in any grant, program, benefits, or services available under any federal, state, or local

law from any other person or organization, or agency which furthers the Mission of the

Association.

H. The establishing of cooperative efforts with other organizations which are concerned with the

building and strengthening of the Cherokee community in Rogers County.

ARTICLE II - MEMBERSHIP

Section 1 - Definition

"Cherokee" shall mean a person who is a citizen of the Cherokee Nation headquartered in

Tahlequah, Oklahoma, who possesses a Cherokee citizenship and Certificate of Degree

of Indian Blood card.

“Citizenship Number” is the tribal enrollment number provided on the blue card.

Section 2 - Individual Membership

There shall be two categories of individual membership:

A. General Membership shall be open, upon application to the Association, to any Cherokee (as

determined above) having a Blue card and CDIB card..

B. Associate Membership shall be open to any other interested persons who are not qualified as

general members upon application to the Association.

C. Membership, either general or associate, shall not be transferable or assignable.

D. Each general member shall be entitled to one vote on each matter submitted to a vote of the

general membership. Associate members shall not be entitled to vote on any matters submitted to

a vote of the general membership. They shall be entitled to participate in the general Association

activities.

E. Any member, either general or associate, may resign by filing a written resignation with the

Association Secretary.

F. Disciplinary Action: A member may be suspended or expelled from this Association for cause by

a 2/3 vote of a quorum of the general membership acting on a petition motion signed by at least

five (5) members in good standing. A member also may be suspended or expelled from this

Association for cause by a majority vote of the Board of Directors. Before any action for

suspension or expulsion is taken in this matter, such member shall be given a written statement of

the charges against him or her at least 30 days prior to the general meeting or Board meeting

before which the member is to appear and shall be given an opportunity to answer any and all

charges at the designated meeting. The decision of the Board of Directors is subject to appeal at a

meeting of the general membership. Before any action for imposition of a fine or financial

responsibility is taken in this matter, such member shall be given a written statement of the

charges at least 30 days prior to the Board meeting before which the member is to appear and shall

be given an opportunity to answer any and all charges at the designated meeting. The decision of

the Board of Directors is subject to appeal at a meeting of the general membership. Cause for

suspension, and expulsion, includes (but is not limited to) violations which jeopardize the health

and welfare of other Association members.

ARTICLE III - MEETINGS

Section 1 - Meetings

A. There shall be no less than one general meeting each year of the general membership of the

Association. The Executive Committee and/or Board of Directors shall have the power to specify

the day, time, and place these meetings are to be held, provided that proper notice of such

meetings be given.

B. The Chairman of the Board must call a special meeting upon presentation of a petition containing

the signatures of a simple majority of the general membership.

C. Written notice stating the place, day, and hour of any meeting of members shall be delivered either

personally, by mail, or email to each community newspaper no less than five (5) business days and

no more than two weeks before the date of such meeting, by or at the direction of the Chairman of

the Board, the President of the Association, the officers or persons calling the meeting. In the case

of a special meeting or when required by statute or by these bylaws, the purpose or purposes for

which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be

deemed to be delivered when deposited in the United States mail, handed to a newspaper

representative, or sent via email.

D. Any action required by law to be taken at a meeting of the general members, or any action which

is or was planned to be taken at a meeting of the general members, may be taken without a

meeting if:

1. A written consent is signed by all members entitled to vote, and

2. The consent shall state the action to be taken, and

3. The consent be signed within one month after the written proposed action has been

mailed to the members.

E. Quorum: a quorum for action on business tabulated on the Agenda of the annual meeting shall be

seven general members with at least 3 officers present.

F. All meetings are to be conducted by Robert's Rules of Order, revised.

G. The President of the Association shall appoint a parliamentarian who will rule on the points of

procedure at general meetings and board meetings and assure adherence to these bylaws during

such meetings. The parliamentarian shall serve as the Chair of the Bylaws Committee.

Section 2 - Voting

A. A majority of the vote entitled to be cast by the general membership present at a meeting at which

a quorum is present shall be necessary for the passage of any business requiring a vote unless a

greater proportion is required by law or these bylaws,

B. Voting by proxy shall not be allowed.

C. Voting by mail shall not be allowed at a meeting of the general membership, except in the case

where a meeting could not be called.

Section 3 - Waivers of Notice

Whenever any notice is required to be given under the provisions of the Non-profit

Corporation Act of Oklahoma or under the provisions of the Articles of Incorporation or

Bylaws of the Association, a waiver in writing signed by the person or persons entitled to

such notice, whether before or after the time stated therein, shall be deemed equivalent to

the giving of such notice.

ARTICLE IV - BOARD OF DIRECTORS

Section 1 - Elections

A. The members of the Board of Directors shall be elected by secret ballot of the general membership

of the Association at the December General Member’s meeting.

B. Nominations for Board members will be taken at the October General Member’s meeting.

Elections by Secret Ballot for the Board seat will occur at the following General Member’s

meeting in November.

C. The elected candidate(s) shall be installed, and their terms of office shall commence at the next

Board of Directors meeting.

D. Members shall not be eligible for election to more than one office concurrently. The duration of

an elected board member's term of office shall be determined such that not more than one-third

(1/3) of all board members terms terminate at any one time.

Section 2 - Selection of Board of Directors

A. The number of Directors shall be not less than three (3) nor more than five (5) of which three (3)

shall be officers chosen by the Board of Directors to serve as the Chairman, Vice Chairman, and

Secretary and/or Treasurer of the Board. Board officer positions rotate annually.

B. All Directors shall serve two-year terms unless removed from that office for cause, or if removed

from the general membership of the Association for reasons stated in these by-laws, or if the

officer resigns the position due to inability to perform, satisfactorily, the duties of said position; or

if the officer resigns the position.

Section 3 - Duties and Powers

A. The affairs of the Association shall be managed by its Board of Directors. Directors need not be

residents of the State of Oklahoma, and they must come from the General Membership.

B. The Board of Directors shall meet minimum three times per year.

C. All meetings of the Board of Directors shall be open to the general and associate membership,

except for executive sessions, which contain agenda items that, in the best interest of the

Association, should be acted on by the Board and Executive officers only.

D. Any Director may be removed and relieved of his or her duties for cause after an appropriate

hearing, by a vote of 2/3 of the Board membership present, if a quorum exists. Any Director who

is the subject of a removal proceeding will be excused of his/her administrative duties pending the

outcome of the vote. A Director will be removed automatically if they miss two or more meetings

per calendar year and/or non-responsive for more than one month.

E. All Directors shall serve through the meeting following the election of their replacement.

F. The Chairman shall give notice of any special meeting of the Board of Directors at least five (5)

days previous thereto by written notice delivered personally or sent by mail, email, or fax to each

Director at his or her address as shown by the records of the Association. If mailed, such notice

shall be deemed delivered when deposited in the United States mail in a sealed envelope so

addressed with postage thereon prepaid. If notice is given by email, such notice shall be deemed to

be delivered when the email is delivered to the sender's server. If notice is given by fax, such

notice shall be deemed to be delivered when the fax acknowledges a send receipt. Or, a meeting of

the Board of Directors may be called as needed upon presentation to the Chairman by the majority

of Board members a notice of such desire. Any Director may waive notice of such meeting with

the express purpose of objecting to the transaction of any business because the meeting is not

lawfully called or convened. Neither the business to be transacted at, not the purpose of, any

regular or special meeting of the Board need be specified in the notice or waiver of notice of such

meeting unless specially required by law or by these bylaws.

G. A quorum of the Board of Directors in regular or special meetings shall be half of the total

members of the Board.

H. The Chairman may conduct meetings of the Board by conference call or by email on issues

requiring immediate actions by the Board, provided that waiver of notice be given orally, to be

immediately followed by written waiver to the Secretary. Written confirmation of each vote shall

be forwarded to the Secretary of the Board. Notice of such decision(s) shall be provided to the

general membership via the website and/or by email.

I. The Chairman may conduct meetings by mail or email which pertain to issues requiring action

necessary to the Association, provided that such a decision reached shall be by unanimous vote of

the Board. Notice of such decision shall be sent to the general membership.

J. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be

the act of the Board of Directors unless the act of a greater number is required by law or these

bylaws.

K. Vacancies

1. When a vacancy occurs on the Board of Directors with less than one year remaining on

the Director’s term, the Board shall fill the vacancy by a temporary appointment by a

vote of a majority of the remaining Directors, even though less than a quorum may exist.

When a vacancy occurs on the Board of Directors with more than year remaining on the

Director’s term, a special election shall be called at the next General Meeting to fill the

unexpired term of the vacant Director of the Association.

2. In the event that a vacancy occurs in the office of Chairman, that office shall be assumed

by the Vice-Chairman. The Board shall then elect a succeeding Vice-Chairman.

L. Directors as such shall not receive any stated salaries for their services or other compensation in

any form. However, nothing herein contained shall be construed to preclude any Director from

serving the Association in any other capacity and receiving compensation therefor.

M. Duties of the Board -- The Board of Directors shall carry out the functions of the Association

between meetings of that body and perform such acts as may be assigned to it from time to time,

and shall carry out faithfully the purposes and policies of the Association. The acts of the Board of

Directors shall be effective for all purposes as the act or authorization of the Association provided;

however, that the Board of Directors shall have no authority to repeal, rescind, veto, or repudiate

any action taken at any general meeting of the Association, or at any special meeting held

thereafter.

1. The Chairman shall preside at all meetings of the Board of Directors. He or she shall

assume other duties as prescribed in these bylaws, and he or she shall undertake other

duties as added or defined at the discretion of the Board of Directors or the general

membership.

2. The Vice-Chairman shall preside at all meetings in the absence or disability of the

Chairman and shall undertake all other duties as added or defined at the discretion of the

Board of Directors.

3. The Secretary of the Board shall maintain a complete and accurate record of all meetings

of the Board of Directors, safely and systematically keep all papers, records, and other

documents belonging to the Association’s Board or pertaining to the business thereof;

and shall undertake all other duties as added or defined at the discretion of the Board of

Directors.

ARTICLE V – OFFICERS OF THE ASSOCIATION

Section 1 – Elections

A. The officers shall be elected by secret ballot of the General Members of the Association.

B. The elected officers of this organization shall be the President, Vice-President, Secretary and

Treasurer.

C. Nominations for officers will be taken at the October General Member’s meeting. Elections will

occur at the following November General Member’s meeting.

D. Officers shall be elected by a majority of the General Members of the organization present at the

regular meeting at which the election is held.

E. The elected candidate(s) shall be installed, and their terms of office shall commence at the next

general membership meeting.

F. Members shall not be eligible for election to more than one office concurrently. The term of

office for the officers shall be for a term of one calendar year.

G. Officers may be re-elected to additional terms of office.

Section 2 – Duties and Powers

A. President -- It is the duty of the President to preside at all meetings of the organization. Enforce

observance of the provisions of the Articles of Incorporation and Bylaws, to create needed

committees and to appoint members of thereon, and to perform such other duties as custom and

parliamentary usage may require.

B. Vice-President – It is the duty of the Vice-President to act for the President in his/her absence,

resignation, or removal; to keep in touch at all times with the activities of the organization,

including managing the committee chairs and at all times be ready to assist the President.

C. Secretary – It is the duty of the Secretary to record the proceedings of the meetings, maintain

record of all minutes and past meetings, and to answer all official mail under the direction of the

President. The Secretary shall also see that all official records of the organization are kept at the

registered office of the organization and to update and coordinate membership of the Association.

D. Treasurer -- It is the duty of the Treasurer shall keep and maintain an account for all monies,

credit, or property of the Association of any and every nature which shall come into his or her

hands and shall keep and maintain an accurate account of all money received and disbursed, and

proper vouchers for money so disbursed. He or she shall require that the funds of the Association

be collected and disbursed in the manner prescribed by the Association and the Board of Directors.

He or she shall keep all the funds in a bank or banks or invest the amounts as authorized by the

Board of Directors and in the name of the Association, subject to withdrawal or transfer in such a

manner as defined by the Board of Directors. He or she shall render such accounts, statements, and

inventories of monies received and disbursed and of money and property in hand and generally of

all matters pertaining to his or her office as shall be required by the Association or the Board of

Directors. He or she is responsible for all IRS reporting requirements. He or she shall perform

such duties as may be assigned to him or her from time to time. The Treasurer shall prepare a

report to be presented at each meeting of the Association. All grants received by the Association

will be tracked and reported on by the Treasurer with the assistance of the Board of Directors,

especially the Board Treasurer.

E. President-Elect - It is the duty of the President-Elect to learn the position of the President. The

president-elect will take office at the next January General Member’s meeting.

ARTICLE VI - COMMITTEES

Section 1 - Standing Committees

A. A Public Relations Committee shall be recognized and shall have the duty of publicizing

Association meetings and activities.

B. A Membership Committee shall be recognized and shall have the duty of coordinating, recruiting

and maintaining relations and guidelines and to increase membership on behalf of the Association.

Duties include contacting members with information about events, meetings and matters

pertaining to the Association.

C. A Volunteer Committee shall be recognized and shall have the duty of recruiting, coordinating and

planning volunteer activities for Association projects.

D. A Bylaws Committee shall be recognized and shall have the duty of updating any changes in the

bylaws and disseminating such information to Association members. Also, to regulate

Association’s compliance and adherence to the bylaws. The Parliamentarian will chair the Bylaws

Committee.

Section 2 - Formation of Committees

A. The President will appoint the chairman of each committee from the general membership with the

affirmation of Executive Committee.

B. The chairman of each committee shall appoint members to the committee.

C. The terms of the chairman of each committee shall be for two years and/or the duration of the

committee. The terms of the committee members shall be for one year or at the discretion of the

committee chairman.

D. The committee shall meet at the discretion of each committee chairman and shall report at regular

general membership meetings.

Section 3 - Special Committees

A majority of the Association’s Officers shall have the power to create any special

committee when necessary and establish guidelines thereof.

ARTICLE VII - GENERAL BUSINESS

Section 1 - Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the

last day of December each year.

Section 2 – Offices

The Association may have its principal office anywhere within the County of Rogers,

which is within the Cherokee Nation Jurisdictional Service Area and the state of

Oklahoma, as the Board of Directors may determine or as the affairs of the Association

may require from time to time. The Association shall have and continuously maintain in

the County of Rogers within the Cherokee Nation Jurisdictional Service Area a registered

office and a registered agent. The registered office may be, but need not be, identical with

the principal office if the principal office is in the County of Rogers within the Cherokee

Nation Jurisdictional Service Area and the state of Oklahoma, and the address of the

registered office may be changed from time to time by the Board of Directors.

Section 3 - Bonding, Contracts, Checks, Deposits, and Funds

A. Bonding: Officers and Board Members. The Board of Directors shall require any officer or Board

Member having custody of or handling funds of the Association to give bond with good sufficient

surety in an amount and character to be determined by the Association in compliance with

regulations and authorize the payment of the premium(s) from the funds of this Association.

B. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in

addition to the officers so authorized by these bylaws, to enter into any contract or execute and

deliver any instrument in the name of and on behalf of the Association and such authority may be

general or confined to specific instances.

C. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness

issued in the name of the Association shall be signed by such officers, agent, or agents of the

Association and in such manner as shall from time to time be determined by resolution of the

Board of Directors.

D. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or

devise for the general purpose or for any special purpose of the Association.

ARTICLE VIII - AMENDMENTS

Section 1

The Articles of the Association are subject to amendment by 2/3 vote of the general

membership.

Section 2

The bylaws of the Association may be approved or amended by 2/3 vote of the general

membership in attendance.

President: Danielle Culp

Vice President: Cheryl Backward