Freedmen Descendants of the 5 Civilized Tribes, Inc.

By-Laws

January 1, 2003

Article I

Name and Principal Office

 Section 1. Name

The name by which this corporation shall be known as the; Freedmen Descendants of the 5 Civilized Tribes, Inc., 0hereinafter called the " Corporation ".

Section 2. Principal Office

The principal office of the Corporation shall be located in the Kansas City, Kansas Metropolitan Area.

Article II

Purposes

To educate members, and the general public regarding the history, culture and political rights of those particular to the Dawes Freedmen Enrollment. The Corporation is organized to plan, implement and administer, operate, and evaluate programs to carry out the objectives and purposes of the Corporation.  To assist in and promote, restore and preserve the rights of those Freedmen Descendants of the 5 Civilized Tribes (Cherokee, Chickasaw, Choctaw, Creek and Seminoles Nations) particular to the Dawes Freedmen Enrollment through education. To promote, collect, and preserve Oklahoma Freedmen History and Artifacts to promote the unique cultural diversity of Freedmen Descendants for the general benefit and good of individuals, collective Tribes, representative communities, in the States and Nation.  To improve the quality of life, reinvigorate and promote cultural awareness and events relating to African/Native heritage.

To assist members in gaining knowledge of genealogy techniques and family contacts for the purpose of tying to ancestors particular to the 5 Civilized Tribes.

Funding

The Corporation is to be financed by Grants, Public Donations including but not limited to Corporations, lectures and events, membership fees, membership donations and non-member donations

Article III

Membership

Section 1. Membership Defined

The Corporation Membership will be comprised of Charter Members and those who can prove a blood connection to the Dawes Freedmen Roll and their spouse. The spouse will lose the right to of membership upon separation and/or divorce. Corporation membership is dependant on submitting appropriate application forms, supporting documents, fees and being approved by the Board of Director. Charter Members are defined as founding members of the Corporation and shall be identified as those persons signing the Bylaws and/or Article of Incorporation here in after called the First Board of Directors. Charter Members are deemed lifetime irrevocable members and as such, in addition to voting privileges are hereby granted enhanced privileges and entitlements including but not limited to the waiving of all future dues and assessment.

Section 2. Meetings of Members

The members of the Corporation shall meet at such time and place including but not limited to Internet Public Forums as the Board of Directors shall determine to be reasonable. The members will hold not less than six (6) meetings a year. A membership meeting, held in June of Each Year, shall be designated as the annual meeting with the election of officers as terms expire, absentee votes will apply utilizing the U. S. Mail.  Votes must be received no later than 24 hours before said election

Section 3. Notice of Meetings

Notice of meetings of the membership shall be sent to all members by telephone, facsimile (fax), mail, or email if the address is available, at least ten (10) days prior to the meeting.

Section 4. Quorum

No less than 1/2 of members and two (2) Officers of the Corporation shall constitute a Quorum for the transaction of the business at meetings of the membership.

Section 5. Voting

Each member, in good standing, present at a membership/ general meeting of the Corporation shall be entitled to one vote. Control of the Corporation rests with the Board of Director. Any action of the Board of Directors shall be subject to review of the membership on request of three (3) members at a regular meeting or at a special meeting called for that purpose. An action of the Board of Directors may be altered or rescinded by two-thirds of the membership in good standing. Members must have attend at least one half of the previous year’s meetings and be current in all dues and assessments no less than 30 days prior to an election to be eligible to vote or run for office in the annual meeting.  Members in "Good Standing" is defined as a member who has no outstanding dues or assessments and has attend 50% of all membership meetings.

Section 6. Membership Committee

A membership committee will determine the qualifications of membership. Said committee shall review member’s eligibility as needed to assure compliance with Corporation membership criteria. Candidates must be approved by the board.

Article IV

Dues

Members shall pay dues, which are recommended by the Membership Committee and approved by the Board of Directors, payable January 1, of each Calendar Year.

Article V

Board of Directors

Section 1. Number

The Board of Directors shall consist of a minimum of 3 members and a maximum of 5 members, including the Corporation President. Seventy-Five Percent (75%) of the Board must be members of the Corporation. They shall be responsible for conducting the business of the Corporation and for planning and carrying out its programs. The Board of Directors shall elect its Officers  as needed by majority vote of the board. The Chairman will be the presiding officer of the Board while the Vice-Chairman will preside in his/her absence. The Chairman of the Board will appoint his or her successor. In the event of death of the Chairman of the Board and no successor has been named the Vice Chairman will assume the duties of the Chairman, this position is irrevocable and can not/ shall not/ will not be overturned or revised by any means.  The Chairman of the Board may assign her duties to the Vice-Chairman but will not relinquishing her/his title or vote.  The Chairman of the Board must present a notarized statement naming his successor to the entire board of directors.

Section 2. Term of Office

Members of the Board of Directors other than Charter Board/First Board shall serve a term of three years, beginning January 1, following their appointment. The First Boards Term is held without limits or limitations.

Section 3. Quorum

Three members of the Board of Directors shall constitute a quorum for the transaction of business of the Board of Directors. In the event of a tie vote of the Board, the Board Chair (or presiding officer present) shall cast the deciding vote however this officer can only cast one vote.  .

Section 4. Appointment of Board Members

Appointment to the Board of Directors lies solely with the existing board.  The Board of Directors shall solicit resumes for potential replacement candidates, which shall be reviewed by the Board for selection of best possible candidate. Any member of the Corporation may submit their resume for review. Any Board member resigning his/her appointment waives the right to vote for his/her replacement. Board member’s whose term expires retains the right to vote for their successor.  There shall be no restrictions on the terms a board member can serve.

Section 5. Authority to Transact

The Board of Directors shall have the authority to enter into contracts or agreements with individuals, unincorporated associations or corporations; to designate a depository or depositories for its funds and securities; to buy or sell securities, real or other property; to require the bonding of officers, employees or agents; to authorize expenditures out of its funds or resources; to borrow funds; to accept gift bequests, contributions and dues from individuals, corporations, estates or others, to implement, set, and evaluate by annual review, any fees, dues and contributory amounts for goods and services rendered, provided by and/or for, in the interest of and for the Corporation  , and to transact such other business as shall arise  All contracts must be presented to the Board not less than ten (10) days before it is to be voted on.  The Vice-Chairman shall be designated as the member of the board to sign all contracts after a majority vote of approval.

Section 6. Meetings of Board Members

The Board of Directors shall hold at least four (4) meetings from January through December. Board Members are required to attend three (3) of the quarterly meetings during the year. Board Members unable to meet this requirement will be reviewed by the Board on an individual basis to determine if replacement of the Board Member is necessary to fulfill the obligations of the member during their term. Board Meetings can be attended in person, speaker phone, conference calls or through Internet Meetings. Scheduled Board Meetings will be held the second Tuesday of the months of January, April, July and October the time to be determined by the majority of the board.  Special meetings can be called at the discretion of the Board of Directors.

Article VI

Officers Section 1. Numbers

The Officers shall consist of a Chairman, Vice-Chairman,  and Secretary of the Board. Officers of the General Meeting shall be President, Vice President, Secretary, Treasurer, Sergeant at Arms and Chaplin  The officers of General Meetings will be elected by the membership.  Officers of the General Meeting will be members of the corporation. 

Section 2. Terms of Office

Officers shall serve for a term of three (3) years, from January 1, through December 31, or until their respective successors shall have been duly appointed and qualified. Unexpired terms of office shall be filled by appointment of the Chairman of the Board for the balance of the unexpired term for Board members and or shall be appointed by the President for officers of General meetings.

Section 3. Duties

The duties of the Corporation Officers shall be those described in these Bylaws and those otherwise provided in Robert’s Rules of Order (last Revision). Position Descriptions held by the Registrar and/or the Bylaws Committee to be reviewed and revised annually by the Board of Directors.

Article VII

Committees Section 1. Committees

The President shall appoint the Chairperson and other members of the following standing committees of the Corporation  and their responsibilities shall be such as are inherent in their titles. Standing Committees recommended by the Corporation  are as follows; Genealogy and Membership Committee,  Fundraising, Development and Publications Committee, Education and Heritage Committee, Conference Committee, Outreach Committee and Past Presidents Council .

Section 2. Constituency

Standing Committees shall have a Chairperson, who will be a member and may be made up of other members, and other interested persons. Robert’s Rule of order (Last revision) shall govern these committees

Section 3. Other Committees and Supporters

The President may appoint other Chairpersons and Committees of the Corporation  from time to time or shall appoint Committees upon being requested to do so by the Board of Directors. The Chairpersons of committees are to provide a written report to the General Meeting Secretary before presenting the report  in any membership meeting.

Article VIII

Robert’s Rules

Except as otherwise provided in the Corporation Bylaws all matters, duties, responsibilities and procedures shall be those described and defined in Robert’s Rules of Order (last revision).

Article IX

Amendments

Any proposed amendment, to the By-laws along with the date it is to be voted upon, shall be presented in writing to the entire membership at least two (2) weeks prior to the meeting at which it is to be voted upon and two-thirds (2/3) vote of the membership is required for ratification, for any clause that is not irrevocable.

Article X

Practices

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members, trustees, officers or other private persons, 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 Article II no substantial part of the activities of the  Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public Office. In addition to Treasurer Reports made at monthly meetings, annual report and summary of annual independent audit, shall be made available to Freedmen Descendants of the 5 Civilized Tribes, Inc. members by written request.

Article XI

Dissolution

In the event of the dissolution of the Corporation, all of the Corporation’s assets, real and personal, shall be distributed to such charitable organization or organizations as are qualified as tax-exempt under Section 501(c)(3) of the Code or corresponding provisions of any subsequent Federal income tax laws, as the Board of trustees of the Corporation shall determine. Any such assets not so disposed of, for whatever reason, shall be disposed of by the order of the Circuit Court for the County of Wyandotte to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for charitable purposes

Article XII

Limitation of Liability, Indemnification and Governance

Section 1-Limitation of Liability

Except as otherwise provided by law a volunteer director of the Corporation is not personally liable to the Corporation or its members for monetary damages for a breach of the officer's fiduciary duty. The Corporation assumes all liability to any person other than the Corporation or its members for all acts or omissions of a volunteer director incurred in good faith performance of their duty as an officer occurring on or after the date of incorporation.

Section 2-Indemnification

To the fullest extent permitted by law and this Act, the " Corporation  " shall indemnify and hold harmless, hereby release and discharge each Director, Officer, Committee Member and Employee of the Corporation  heretofore called "Agent" against any and all liabilities, costs and expenses (including Legal Counsel fees and expenses), witness fees, damages, judgments, fines and amounts paid in settlement and any amounts that become legally obligated to pay on behalf of and reasonably incurred by the "Agent", with any claims made against or by him/her by reason of the fact that
Agent" is, was or at any time becomes a Director, Officer, Employee or other "Agent", of the Association, and in connection with any threatened, alleged, pending or completed action, controversies, claims, demands, suits or proceeding claiming loss whatsoever, in law or equity against the Corporation , Officers, Directors, Committees or Employees ever had, now have, or which its successors and assigns, Officers, Directors, Committees and Employee "Agents", come, shall or may have, for, upon or by reason of, any matter, cause or things whatsoever, relating to the Corporation  , whether Civil, Criminal, Arbitrational, Administrative or Investigative Action or Proceeding (including an action by or in the right of the Corporation ). The Above Act shall specifically cover any action, cause and causes of action, inaction, or omission taken by each "Agent" of the Corporation during the course of carrying out their role in conformity with the concepts set out in Article (II) of these Bylaws, causing injury, damage or loss. Decisions actions or omissions by Directors, Officers, Committee Members, Employees of the Corporation  which are made honestly, in good faith and executed in the care, diligence and skill that a reasonably prudent person would exercise in the best interest of the Corporation, any liability or loss resulting from such decisions or actions are attached to the Corporation  as a whole.

Section 3-Governance

The limitation, liability of Corporation "Agents" shall be governed by and construed in accordance with Freedmen Descendants of the 5 Civilized Tribes, Corporation Bylaws and in conjunction with the laws of the State of Kansas. The agreement may not be amended save for the expansion and enhancement of Limitation and Liability coverage for and on behalf of "Agents" of the Corporation and shall be evidenced by written instrument signed by the Board of Directors. The Association may offer Indemnity Insurance to/for its Officers, Directors, Committees and Employees, and such liability shall provide a minimum limit of coverage not less than $100,000.00 per individual claim and $500,000.00 per total claim(s) that arise from the same occurrence.

Article XIII

Positions/Job Duties/Descriptions

Section 1. President

The Corporation President gives overall direction and leadership to general meetings and presides over General Meetings. The President shall require all Officers, Department Heads and Committee Chairpersons to prepare monthly, quarterly, bi-annual, and/or annual reports as required at his/her discretion or Corporation  purposes and shall provide copies to the Board of Directors.

Section 2 Past President

The immediate Past President, in order to provide continuity in governance of the Corporation, shall serve as ex-officio officer, consultant, advisor and to provide information to the in-coming President on matters of past policy. He/She shall serve as Chairman of the Past Presidents Council. The Past President shall serve as an advisor to the Board of Directors, shall serve as advisor on the nominating committee, and present an address at the annual meeting. Additionally, the immediate Past President shall organize all Past Presidents.

Section 3. Vice-President

The Corporation Vice- President is second in command to the President and is responsible for the tracking and submission of all points and/or reports to the President. He/She is responsible for the future planning and development of a Calendar of Events of the general meeting. The Vice-President is responsible for enforcing a policy and informing the Board of Directors of members’ status. (Presides over general meetings in the absence of the President).

Section 4. Secretary/ Treasurer

The Corporation Secretary/and or Treasurer will assist in all matters concerning the Freedmen Descendants of the 5 Civilized Tribes, Inc. He/She will be charged with maintaining a current list and register of all members and supporters addresses and notify members of all relevant events and shall be responsible for all correspondence with current members in reference to meeting and events via telephone, facsimile (fax), postal mail service and/or email if addresses are available.  She/he will keep accurate records of attendance to aid in the performance of member attendance policies. Meeting minutes shall be recorded and presented prior to each general meeting. The Secretary will also prepare an Annual Corporation Report for the Board of Directors. All records/books of reports, meeting minutes and attendance shall be retained at the registered office or principal place of business for the required amount of time prescribed by law. He/she shall oversee financial matters of the Corporation. He/She is responsible for Corporation accounts, expenditures as voted, financial books, depositing funds, and budget formulation. He/She will also forward a copy of all membership records to the Vice-President as required. The Treasurer shall also provide monthly, quarterly, bi-annual and annual reports on the balance, account status of the budget versus actual expenditures. All Treasurers records/books or reports, meetings minutes and receipts shall be retained at the registered office or principal place of business for the required amount of time prescribed by law.

Section 5. Board of Directors

The Board of Directors shall serve in an oversight capacity to the general meetings. They shall be responsible for conducting the business of the Corporation and for planning and carrying out its programs. The Board of Directors shall solicit resumes for potential candidates for office. Board of Directors shall have the authority to enter into contracts or agreement(s) with individuals, unincorporated associations or corporations; to designate a depository or depositories for its funds and securities; to buy or sell securities; real or other property; to require and acquire the bonding of Officers, Employees or Agents; to authorize expenditures out its funds or resources; to borrow funds; to accept gift bequests, contributions and dues from individuals, corporations, estates or others, to implement, set, and evaluate by annual review, any fees, dues and contributory amounts for goods and services rendered, provided by and/or for and in the interest of the Corporation, and to transact such other business shall arise on behalf of the Freedmen Descendants of the 5 Civilized Tribes. Inc. .

The Board of Directors shall set a Calendar of Meeting Dates for Members which are reasonably convenient for the membership. The Board of Directors shall hold at least four (4) meetings from January through December and are required to attend three (3) meetings during the year. Any Board Member that misses 2 consecutive meetings  per calendar year, term will expire without notice and their seat on the Board will be replaced as soon as the remaining Board Members can solicit a replacement according to the Bylaws.

The Board of Directors shall review and/or revise; the Budget using Treasurer Reports, Membership Attendance, Issues, Concerns, Corporation Job/Descriptions, Bylaws and planned events. The Board of Directors shall be responsible for requesting the Corporation President to form and/or appoint ad hoc committees as required. The Board of Directors is empowered to make provisions for the proper legal dissolution of the Corporation should the need arise.

Approved and Adopted this 1^st day of January, 2003

By unanimous vote of the Freedmen Descendants of the 5 Civilized Tribes, Inc.

In Kansas City, Kansas

Signed,

Vice Chairman:  Angela Molette  Angela Molette

Board Member:  Evaristo Gaitan Evaristo Gaitan

Honorary Board Member:  E. A. "Al" Molette  E. A. Molette

The above signatures or designated as Charter Members and are the First Board of Directors as defined in these By-Laws