BY-LAWS
of the
SOUTHEASTERN CHEROKEE COUNCIL, INC.


Revision form for the October 3, 1996 By Laws of the S.E.C.C.I.

Adopted by the SeCCI Council at the April 1997 Spring Council Meeting and then by the SeCCI Membership at the September 1997 Fall Membership Meeting, Ochlocknee, Georgia.


1.  NAME AND LOCATION OF ORGANIZATION 

The name of the corporation is Southeastern Cherokee Council, Inc.  The headquarters or tribal office of the Southeastern Cherokee Council, Inc. shall forever remain in the State of Georgia.  The Board of Directors (“Board”) may open and maintain additional offices in other states. 


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2. INCORPORATION 

The membership of the Southeastern Cherokee Council, Inc. was formerly constituted as the Southeastern Cherokee Confederacy, Inc. (“Confederacy”) and was organized pursuant to the Georgia nonprofit corporation code on November 12, 1976.  Council was incorporated on Apr. 29, 1997.  The non-profit corporation was formed for charitable purposes under the Georgia nonprofit corporation code.

Southeastern Cherokee Council, Inc. will be referred to in the By-Laws as the “Council” or the “Corporation”. 


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3. PURPOSE AND FUNDING 

The corporation is organized to plan, implement, and administer, operate, and evaluate programs to carry out the object and purpose of the corporation to assist in and promote the confederacy of the Cherokee Indian Nation and to promote and study the heritage of it’s people for the general benefit and good in the community, in the state and in the nation and to improve the quality of life, to promote cultural events, and to preserve the heritage of the Cherokee Indian Nation.  In carrying out it’s purpose, the corporation may seek out and accept voluntary contributions, obtain city, county, state and federal government grants, awards or other funding, public funding, private funding and grants, awards or other funding from private or public charitable organizations and foundations. 


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4. MEMBERSHIP 

4.1. MEMBERSHIP DEFINED.

The membership of the corporation shall be open to all persons of Native American ancestry.  In order to not perpetuate the injustices against, and the divisions among, those American citizens who are descendants of the Native American races, which are collectively misnamed “Indian” by the European conquering peoples of the Americas, not to view these citizens of Native American descent as legal or governmentally designated beings of the United States - rather than racial human beings such as are all other races in America so recognized - the corporation therefore accepts the integrity and veracity of the Native American descendants.  All members shall abide by the corporate articles and Bylaws of the corporation. 

4.2. PROOF OF INDIAN ANCESTRY. 

Proof of Indian ancestry may be required by the Board of Directors prior to approval of the application or at any time during the period of active membership of the member. 

4.3. ASSOCIATE MEMBERSHIP  

Non-Indians are eligible for associate membership in the corporation.  Associate members, eighteen (18) years of age or older, have all of the privileges of full members except they cannot hold the office of Principal Chief, Assistant Principal Chief or Chief of a Clan or Band. 

4.4. SPOUSES OF FULL MEMBERS.  

Spouses of full members are automatically accepted as associate members of the corporation. 

4.5.  APPLICATION FOR MEMBERSHIP.   

Prior to becoming a member or associate member of the corporation, a prospective member shall complete and submit to the membership committee, an application for membership to the local Clan or Band Chief (“Chief”).  The application shall be on a form approved by the Board.  The Chief will send the application and fee to the corporate secretary within thirty (30) days, along with the Chief’s comments.  In the event there is no local Clan or Band Chief, applications and fee will be sent directly to the corporate secretary.  The secretary will record the application and send the fee to the treasurer.  The secretary will send two (2) duplicates of the application and comments, to the membership committee within thirty (30) days.  Upon approval or rejection, by the Board or the membership, the secretary will notify the applicant.  Upon receipt of the appropriate fee, the secretary will issue membership credentials to accepted new members. 



4.6.  APPROVAL OF NEW MEMBERS.   

The membership committee shall review and evaluate all applications for membership in the corporation.  The membership committee will file one copy and submit one copy of the application and all comments to the next Board of Director’s meeting or the annual meeting, whichever comes first and shall submit their findings and recommendations to the Board.  The Board shall approve or reject the application at it’s next meeting.  A rejection by the Board may be appealed by the applicant to the membership at it’s next regularly scheduled meeting.  Upon approval of the application the applicant shall be issued the appropriate membership credentials. 

4.7. MEMBERSHIP COMPLIANCE WITH RULES.   

All members shall abide by the rules and regulations of the corporation, it’s bylaw and it’s articles of incorporation. 

4.8. HONORARY MEMBERS.    

The membership or the Board may designate a person as an honorary member based upon their contributions, either financial or by service to the corporation.  Honorary membership does not carry the privilege of voting. 

4.9. CHARTER MEMBERS.   

A member of the Southeastern Cherokee Confederacy, Inc. may apply for membership in the corporation by providing the membership written notice of the desire to be a member of the corporation and a photocopy of their latest membership card. 

4.10. EVIDENCE OF MEMBERSHIP.  

Persons accepted for membership in the corporation will be assigned a permanent identification number.  A permanent file will be maintained by the corporation containing that person’s application, genealogy records, and any other papers generated by the person’s membership activity.  Termination of activity, suspension, revocation of membership, or death of a member  will be entered in this file and kept for posterity. 

4.11. MEMBERSHIP CONFLICTS.  

No person who is a member in good standing of this corporation shall be a member of any other corporation, group, association, or organization whose purposes are contrary or in conflict with the corporation as may be determined by the Board of Directors of this corporation.  The violation of this amendment is grounds for revocation of membership by a vote of the members at any regular meeting of the members. 

4.12. REMOVAL OF A CLAN OR BAND LEADER.  

A Clan or Band leader may be removed from office by two-thirds (2/3) of the members of that Clan or Band, voting at a  regular or special meeting of that Band or Clan, or by petition to the Principal Chief.  A Clan or Band leader may be removed from office by a vote of “no-confidence”, at a regular or special meeting by two-thirds (2/3) majority of the Board of Directors or a simple majority of the membership of the corporation. 

4.13. ELIGIBLE FOR OFFICE.  

All members who are full members as defined in these bylaws who are eighteen (18) years of age and above shall be deemed to be voting members of this corporation and are eligible to hold office in the corporation. 


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5. COMPLAINTS, ACCUSATIONS AND HEARINGS.

5.1. COMPLAINTS AGAINST MEMBERS.  

Any member may make in writing to the Board of Directors an accusation against any other member of the corporation on his knowledge that such other member is violating the terms of his membership or acting against the best interest of the corporation and request that the Board of Directors inquire into the truth of such allegations.  The Board shall review the complaint or accusation and may refer such complaint or accusation to the membership committee or a special investigative committee to determine the truth and accuracy of such complaint and to determine what, if any, action the Board should take regarding such complaint or accusation.  The Board of Directors shall have the right to dismiss the complaint without forwarding it to the membership or special investigative committee upon their finding same is without merit.  Upon the conclusion of the investigation by said committee, the results shall be forwarded to the Board of Directors who shall determine from the investigation and from their own investigation, if any, whether to submit the case to the Chief of Council, for a vote of suspension, revocation or reinstatement of membership of the member along with the Board’s recommendations.  The member who is being investigated shall, during the investigation, retain his membership in good standing with all rights and privileges until and unless the Board of Directors shall vote otherwise. 

5.2. SUSPENSION OR REVOCATION.   

A person’s membership, full, associate, or honorary, may be suspended or revoked by the Board of Directors for just cause as a result of a written complaint or upon it’s own motion. 

5.3. HEARING.   

Upon the filing of a written complaint, the recommendation of the membership or special investigative committee, or upon it’s own motion, the Board may notify a member that it proposes to suspend or revoke his or her membership for just cause, such person shall be provided an opportunity for a hearing before the Board of Directors. 

5.4. GROUNDS FOR SUSPENSION OR REVOCATION.  

A person’s membership may be suspended, revoked or otherwise sanctioned for any willful action that violates the terms of membership or by willfully acting against the best interest of the corporation.  

5.5.  TERMINATION OF MEMBERSHIP.   

Upon suspension or revocation of membership by the members, the member shall cease to be a member for such time as the suspension shall be in force or until reinstated or readmitted.  A suspended member shall automatically be reinstated upon termination of the period of suspension unless the Board of Directors shall determine that it is in the best interest of the Corporation that his membership be revoked, at which time the board shall submit to the members their recommendation for revocation and the reason or reasons upon which same is based.  A revoked member may not reapply for membership for a period of one year from the date of revocation.  He shall reapply as any other person seeking membership in the Corporation, unless voted out for life.  Termination of membership of a member of a family belonging to the Corporation shall not be deemed to be the termination of the membership of the family. 

5.6. MEMBERSHIP CREDENTIALS.  

Upon suspension or revocation, the members shall surrender his membership credentials and all documents in his possession belonging to the Corporation and all rights and privileges shall cease during the period of suspension or revocation. 

5.6. PUBLICATION.  

Any person so suspended or revoked who fails or refuses to surrender his membership credentials and all documents of the Corporation shall be subject to having his name published in the official organ of the county of his residence in the following manner; 

NOTICE ------------------------------------‘S membership in the Southeastern Cherokee Council has upon good cause been suspended or revoked until further notice.  Said person does not represent the Southeastern Cherokee Council in any manner.  This provision shall be a condition of membership and every member shall agree to abide by this provision as a condition of his membership in the Council. 


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6. MEMBERSHIP DUES OR SPECIAL ASSESSMENTS 

6.1.  DUES AND ASSESSMENTS.  

The membership may establish membership dues or special assessments that shall be paid by members.  All fees and assessments shall be established by the Board of Directors and shall be evaluated, reviewed, and published each year.  A copy of the current fee scheduled is attached to these bylaws. 

6.2.  WAIVER OF DUES AND ASSESSMENTS.  

The Board of Directors may, for good cause, waive the payment of dues or special assessments by any member provided special circumstances are demonstrated.

6.3.  INITIAL APPLICATION FEE.    

A non-refundable initial application fee for a new application for membership shall be established by the Board of Directors. 

6.4.  ADDITIONAL MEMBERSHIP CARDS.   

The fee for additional membership cards shall be established by the Board of Directors. 

6.5.  CHARTER MEMBERS.  

Current members of the Southeastern Cherokee Confederacy, Inc. that apply for membership in the Corporation shall become charter members.  Charter members are not required to pay an initial application fee.  The fee for new membership cards for charter members shall be established by the Board of Directors. 

6.6. LOST OR DAMAGED MEMBERSHIP CARDS.  

The fee for lost or damaged membership cards to be replaced shall be established by the Board of Directors. 


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7. VOTING. 

7.1. VOTES.  

Each active voting member is entitled to one (1) vote. 

7.2. CASTING VOTES.  

Votes may be cast in person or by signed and verified proxy. 

7.3. PROXIES

A proxy may be carried to the meeting by another active voting member or by a properly executed proxy mailed to the corporate office and verified and voted by the secretary of the corporation.  Valid proxies must carry the roll number of the voting member and the date of the authorization as well as the date of the meeting at which the proxy will be voted.  Proxies may authorize a directed vote on one or more issues, a directed vote for particular candidates, or authorization to vote on any issue(s) that may come before the meeting. 

7.4. VERIFICATION AND ANNOUNCEMENTS OF PROXIES.

Proxies must be announced to, and verified by the secretary, prior to the announced time of the meeting for which they are authorized.

7.5. QUORUM.  

At all Director’s meetings at least two-thirds (2/3) of the total Directors shall be necessary to constitute a quorum to transact business but any lesser number shall be sufficient to adjourn the meeting.  Unless otherwise indicated in these bylaws, the quorum for the transaction of business at a membership or committee meeting shall be by a majority of the members present. 

7.6. OVERRIDING VOTES.   

Any action by the Board can be overridden within sixty (60) days of such action, by the filing of a verified petition containing the names, addresses, signatures and the Council identification number, to the president, by one-half (Ѕ) or more of the active members of the Corporation, if there is a conflict between a vote of the membership and a vote of the Board of Directors, the vote of the membership will prevail. 


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8. BOARD OF DIRECTORS[1] 

8.1. MEMBERS. 

The Board shall be comprised of twelve (12) members.  A member of the Board shall preside over it’s meetings by priority set forth in listing below.  The Chairperson of the meeting shall not vote on any issue except to break a deadlock vote.  Election to the Board must be from the general voting membership of the Corporation and no more than two (2) members of the same Clan or Band may serve on the Board.  The Board of Directors is constituted as follows.

(A) President (Chief Executive Officer)

(B) Vice President

(C) Secretary

(D) Chief Financial Officer (Referred to as Treasurer)

(E) Chief Orator

(F) Chief Parliamentarian

(G) Chief Historian

(H) Chief Marshal

(I) Chief Clan Chief

(J) Chief Band Chief

(K) Council Mother

(L) Council Elders 

8.2. TERMS OF OFFICE

Members of the Board shall serve for a period of four (4) years or until their successors shall have been elected and qualified as set out herein.

8.3. ELECTION.  

The Board of Directors are elected by the membership.  The initial Board of Directors will be elected at the organizational meeting of the Corporation by the initial members of the Corporation.  The initial Board shall serve the term specified in the organizational minutes.  The month preceding the expiration of the term of office of the initial Board of Directors and at a time and place selected by the President or, if no place or time is selected by the President, then at the next regular yearly meeting of the members, the new Board shall be elected by the membership from nominations from the floor at the time of the new meeting and shall serve for four (4) years or until their successors are elected and qualified. The President shall be elected by a two-thirds (2/3) majority of those members voting.  The remaining members of the Board shall be elected by a majority of the members voting. 

8.4. RULES AND REGULATIONS.

The Board shall make such rules and regulations as may be necessary to carry out their function or to do anything which may benefit the Corporation including but not limited to establishing procedures and requirements for election to the Board and to establish and maintain membership selection criteria.  The rules and regulations shall not be contrary to law, the articles of Corporation or these bylaws.  A rule, policy or regulation may be modified, amended or repealed by two-thirds (2/3) majority of members voting at a regularly scheduled meeting of the members. 

8.4. DUTIES OF THE BOARD.  

The Board, in it’s discretion, shall regulate and supervise the day to day affairs of the Corporation, attend to all internal affairs of the Corporation and shall have power bestowed upon it by law.  It shall create and terminate contracts, and in addition to the powers expressly conferred upon it by these laws, it may exercise all of the powers of the Corporation and do all such lawful acts and things as are not by stature or the charter or these laws required to be exercised or done by the members, including but not limited to:

(1)            Meeting as often as necessary to carry on the day-to-day business affairs of the Corporation.

(2)            Establishing personnel and operational policies to guide the Clans and Tribes in the conduct of their affairs;

(3)            Coordinating and, if necessary, arbitrating complaints and disputes which cannot be resolved by the members, and, when necessary, recommending disciplinary action:

(4)             Entering into and termination contracts and agreements; and

(5)            Providing policy guidance to the President; direct management of funds and authorizing or delegating the disbursements of funds by the Treasurer.

8.5. REMOVAL FROM OFFICE.  

A Board members or officer may be removed from office by a vote of no-confidence by two-thirds (2/3) majority of the Board or by a simple majority of the membership of the Corporation, at a special meeting of the Board or of the members, called for the express purpose of that removing said member.  Special meetings shall be called as provided for herein and for the purpose of removing a Board members the Board of Directors or the membership must have at least thirty (30) days written notice prior to the date of said meeting.  If there is a conflict between a vote of the membership and a vote of the Board of Directors, the vote of the membership will prevail.

8.6. VACANCY.  

If a Director vacancy occurs (other than the President), the President shall recommend to the Board a person to fill the vacancy.  Upon the approval of the Board of Directors, that person to fill the unexpired term.  In the absence or inability of the President to discharge the duties of the office, such duties shall be performed by the Vice-President.  If the Vice President is unable to serve, the Board of Directors, at a called or regularly scheduled meeting, shall designate, by majority vote, the persons to perform the duties of the President for the unexpired term of office. 

8.7. ALTERNATE DIRECTORS.  

In addition to the Directors listed herein there shall be elected at each annual meeting, four (4) alternate Directors to serve for one year or until their replacements are elected at the next annual membership meeting.  No two (2) alternate Directors may be elected from the same Clan or Band.  The President chairman pro tempore shall appoint an alternate director to fulfill the quorum requirement and vote in the place of an absent director(s).  Unless appointed by the President or the chairman pro tempore to substitute for an absent officer or Director at a particular Chief Council or Board of Directors meeting, alternate Directors have no vote nor do they count against the quorum requirements.  It shall be the duty of each officer or Director to attend each and every Board and membership meeting.  Failing this, the Director shall notify the President of any unavoidable absence from a Board meeting as fare in advance of that meeting as possible so as to allow the Chief to appoint and notify an alternate Director to attend the meeting and substitute for the absent Director. 


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9. DUTIES OF OFFICERS 

9.1. PRESIDENT[2].

The President shall be the Chief Executive Office of the Corporation and the Chairperson of the Board of Directors and shall preside at all meetings.  The President shall give direction to the organization and operation of the Corporation.  The President, subject to ratification by the Board of Directors, shall appoint the individuals to the positions provided for in the bylaws; appoint the members and, if appropriate, the Chairpersons of each committees, approve payment of funds in an emergency; and be an ex officio member of all committees.  The President may appoint a temporary Clan or Band leader, from the active members of that Clan or Band who are eligible hereunder to serve until the next regular or special meeting of the membership or the Board of Directors.  At that meeting the appointment will be approved or rejected. 

9.2. VICE-PRESIDENT[3].  

The Vice-President shall assume the duties of the President upon the absence or disability of the President; and shall serve in such other capacities as the President may direct. 

9.3. SECRETARY.    

The Secretary shall keep a record of the members, including names, addresses and telephone numbers; record attendance at meetings; record the minutes of the meetings of the membership and the Board of Directors; shall notify members of their appointment to committees; shall send out notices of meetings of the membership and Board of Directors; and shall provide copies of the minutes of such meetings to each member; and shall conduct such correspondence as the membership and the Board of Directors shall direct and be custodian of the Seal of the Corporation and Charter.  The Secretary shall verify and recommend the acceptance or the rejection of voting proxies.

The Secretary of the Corporation shall keep an accurate and up-to-date roster of all members of this Corporation and shall at least once a year cause a copy of such roster to be printed and placed in the hands of all Chiefs of the Corporation pertaining to their Band or Clan.  Furthermore, the Secretary shall keep an accurate record of all Bands and Clans belonging to this Corporation and shall be responsible for conducting elections for officers for such Bands and Clans. 

9.4. TREASURER.   

The Treasurer, shall have custody over all funds and shall deposit the funds in such depositories as are approved by the Board of Directors.  The Treasurer shall disburse the funds only in accordance with the budget approved by the Board of Directors or pursuant to special appropriations made by the Board of Directors.  All drafts or checks shall be accompanied by vouchers approved by the President or the Executive Director.  Vouchers shall be held at the offices for review by the auditors.  The Treasurer shall prepare documents for audit to be performed following the close of the fiscal year.  The Treasurer shall present a statement of financial accounts at each meeting of the membership and the Board of Directors, and at such other times as the President or the Executive Director may request.  The Treasurer shall prepare and submit a copy of the quarterly report to the membership as well as the annual report and the report of the auditors to the membership.  The Treasurer shall serve as a member of the finance committee.


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10. APPOINTIVE POSITIONS 

10.1. AD HOC POSITIONS.   

Appointive positions shall be filled annually through appointment by the President with the approval of the Board of Directors.  The appointees shall be responsible to the Board of Directors and shall serve until their successors are appointed. 

10.2. MASTER ARTISTS / CULTURAL COUNSELOR.   

In addition to the officers and directors listed in section 1, the membership may feel the need of a cultural counselor, or technical consultant to advise them in understanding the arts and culture of their forefathers.  The members may, at it’s annual membership meeting elect from the membership, a master artist to serve them for four years or until a replacement is elected.  The master artist will be responsible only to the membership and the Board of Directors.  The master artist shall not have a vote on the Board, but may be called upon to attend and address any meeting of Directors or members of the Corporation. The master artist will receive no fee from the Corporation, not will the artist be expected to pay for the title.  The word artist is defined as a person who has studied and practiced the arts and culture of the Cherokee people and who knows and understands the needs of the Cherokee craftsman. 

10.3. CEREMONIAL TEAM.   

The membership or Board may authorize a ceremonial team or group to represent the Corporation at parades, pow wows, and other ceremonious occasions.  This group would be autonomous in that it would elect it’s own members and officers from the Corporation and may be directly responsible to the Board of Directors, said group shall apply for authorization or charter to the annual membership meeting with a proposed name, a list of proposed charter team members and a slate of proposed officers. 


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11. COMMITTEES 

The members, other than the Chairpersons, of each committee shall be appointed by the President annually with the approval of the Board of Directors.  Each committee shall consist of at least three (3) members.  The committees shall be responsible to and report to the Board of Directors.  Each committee shall prepare studies, recommend programs, identify problems, and recommend corrective action.  Each committee shall coordinate activities with the Executive Director. All members of committees shall serve from the date of their election or appointment until the next annual membership meeting or until their successors are elected or appointed.  A majority of the members of each standing committee shall constitute a quorum, and the act of a majority of a quorum present at a meeting shall constitute the act of the committee.  Meetings of each standing committee shall be called on notice by its chairperson or by any two members of such committee.


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12. OPERATIONS 

12.1. DIVISIONS.  

The Corporation, if authorized by its Board of Directors, may operate its business affairs in operational divisions.  Each division may have such employees, supervisors, and volunteers as may be needed to carry out its corporate functions.  Each such division shall be subject to the Board of Directors and membership.  Each division manager or supervisor shall report to the Principal Chief.  The Board of Directors shall adopt rules, regulations, policies and procedures that may be necessary to govern the operations of each division. 

12.2. COMPENSATION RESTRICTIONS. 

No member of this Corporation shall be entitled to any portion of the net earnings of the Corporation except as in form of grants or scholarships as provided in the Charter of the Corporation and these laws, and said net earnings, shall not inure to the benefit of any private person except as provided in said Charter and these laws.   However, this Corporation may pay a member of this Corporation for expenses for services rendered to it.  The Corporation may also employ members of the Corporation to perform specific tasks, as designated by the Board of Directors, paying them in funds designated for that purpose. 

12.3. CONTRACTS.  

All contracts shall be approved by the Board of Directors and no loans shall be made by any officer of the Corporation or any loan secured on behalf of the Corporation without the authority of the Board of Directors and no mortgage, deed to secure debt, deed note or other legal document whatsoever shall be executed except upon the authority of the Board of Directors.

12.4. RESERVATION. 

Any land designated as “reservation” by the Corporation will be designated on the deed as owned by the Corporation.  The deed and/or mortgage will be placed in the hands of three (3) trustees, appointed by the President and approved by the Board of Directors.  Rules and restrictions may be authorized by the Board of Directors and administered by the trustees.  The trustees will be responsible to the President in matters pertaining to the “reservation”. 

12.5. REPORTING.  

Funds raised by Clans or Bands, where the name or logo or EIN number of the Corporation is not exploited, may be kept by the Clan or Band treasury.  All Clan or Band funds and gifts in kind must be accounted for and reported to the Corporate Treasurer by January 10th of each year, by a ruling of the internal revenue service of the U.S. government. 

12.6. CHEROKEE POLICE.  

The Board of Directors are members of the Cherokee Police by virtue of their office.  The Board will elect or dismiss any member of the Cherokee Police at any time.  The Cherokee Police will be neat in appearance and respectful.  The Chief Marshal is the head of the marshal division, answerable to the Chief of Council.  The Chief Marshal duties are to see that the Principal Chief has two (2) Cherokee Police at any meeting and to remove from any meeting anyone under the influence of drugs or alcohol, or trying to disrupt the meeting.  The Chief Marshal will have the same authority as an officer of the law at the meetings. 


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13. MEETINGS 

13.1. ANNUAL MEMBERSHIP MEETING. 

The annual meeting of the members of the Corporation shall be held in Georgia at a place, on a day, and at a time designated by the Board of Directors. 

13.2. NOTICE OF ANNUAL MEETING. 

A regular notice of the annual meeting shall be mailed to each members of record at his address as it appears upon the records of the Corporation no less then two weeks prior to the meeting by the Secretary of the Corporation or by such other person designated by the Secretary. 

13.3. REGULAR MEETING OF BOARD OF DIRECTORS.  

Regular meetings shall be held monthly or as more often as the Board of Directors deem necessary at such time and place as shall be determined by the Board and may be held in conjunction with the regular monthly meeting of the members. 

13.4. SPECIAL MEETINGS OF BOARD OF DIRECTORS OR MEMBERSHIP.  

A special meeting of the Board of Directors or the membership may be held at the call of the Principal Chief or the Secretary or by a majority of the Board of Directors or upon the call by petition of any fifty members of the Corporation.  Special meetings shall be held in Georgia within fifty miles of the Corporate headquarters at the place, date, and time designated in the call. 

13.5. NOTICE.  

A regular or special meeting of the Board of Directors or the membership shall require a ten (10) day written notice.  This notice may be waived for emergency called meetings provided reasonable notice has been given, a quorum is present and those directors or members present sign a waiver of the written notice requirement. 

13.6. SPECIAL MEETING BUSINESS.  

The business to be transacted at all special meetings of the Board of Directors or the membership shall be confined to the matters set forth in the notice of the meeting.  This restriction shall not apply if there are two-thirds (2/3) of the members present at the meeting. 

13.7. COMMITTEES.  

Committee meetings shall be held upon call of the President or the chairperson or by any two members of such committee with the time and place determined by the chairperson.

13.8. DISRUPTION OF MEETINGS.  

No member of this Corporation shall be allowed to remain at any meeting or at any function of the Corporation or otherwise be allowed to participate in any way in any meeting or function while drinking any alcoholic beverage or under the influence of any drug or alcohol or while in possession of any drug or alcohol, unless such drugs are prescribed by a doctor.  Likewise, no guest shall be allowed to remain or participate as specified above while drinking or using, being under the influence of or in possession of any drug or alcohol, unless such drugs are prescribed by a doctor. 

13.9. OPEN MEETINGS. 

All meetings of the Board of Directors shall comply, to the extent possible, with the Georgia open meetings act.  All meetings shall be open to members. 

13. 10 RULES AND REGULATIONS 

The Board of Directors may adopt such reasonable rules and regulations as may be necessary and appropriate to carry on the business of the Corporation.  Unless in conflict with these bylaws all meetings of the Corporation shall conform to the Roberts Rules of Order, revised. 


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14. INDEMNIFICATION

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit of proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact he or she, or a person of whom he or she is a legal representative, is or was a member, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Georgia Business Corporation Code or the Georgia Nonprofit Corporation Code (“codes”), as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the codes permitted the Corporation to provide prior to such amendment, against all expenses, liability and loss (including attorney’s fees, judgments, fines, erisa excise, taxes or penalties, and amounts paid or to be paid in settlement), actually and reasonably incurred or suffered by such member who has ceased to be a member and shall inure to the benefit of the member’s heirs, executors and administrators.  Except with respect to proceedings to enforce rights to indemnification by a member, the Corporation shall indemnify any such member in connection with a proceeding (or part thereof) initiated by such member only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.  The right to indemnification conferred in this article shall be a contract right. 


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15. AMENDMENTS 

These bylaws may be altered or amended and additional bylaws adopted by a majority vote at any annual meeting of the members or at any special meeting of members, if in the notice of such special meeting, the proposed amendment of the new bylaws shall be set forth verbatim, or by a two-thirds (2/3) majority vote at any members’ meeting having a quorum where the notice of such amendment or new bylaws is not given: provided, however, that no change in the time or place for the election of Directors shall be made within thirty (30) days next before the day on which such election is to be held without the written consent of all members. 


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16. EFFECTIVE DATE 

These bylaws shall be effective on the ______________________________.




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[1]The Board of Directors may also be referred to as the Chief Council of Chiefs

[2]The President may also be referred to as the Principal Chief 

[3]The Vice-President may also be referred to as the Assistant Principal Chief 

Page last revised 04/15/2011


AMENDMENT TO 4.5 OF BY-LAW
(Voted on and approved October 2, 2010)

Prior to becoming a member or associate member of the corporation, a prospective member shall complete and submit to the corporate Registrar an application for membership to the corporation along with the fee.  The application shall be on a form approved by the Council (Board).  The Registrar will record the application and send the fee to the corporate Treasurer.  Upon approval or rejection by the Council (Board) and/or the Membership Committee, the Registrar will notify the applicant.  Upon receipt of the appropriate fee, the Registrar will issue membership credentials to the new accepted member.