By-Laws of The Cherokee Cultural Society of Houston

The purpose of the Cherokee Cultural Society of Houston is to build community, to preserve Cherokee heritage, to perpetuate the Cherokee culture, and to build the future of our people.

Article II - Membership

2.01 The membership of the Cherokee Cultural Society of Houston (CCS) shall be considered open to any individual who promotes the purpose of CCS as defined in the Articles of Incorporation, Article Four. The classes of membership shall be defined as:

1. Individual: Those individuals eighteen (18) years of age or older. Each Individual Member is eligible to vote.
2. Honorary: Those individuals selected by the Board of Directors based on their assistance, intent and interest in the purpose of the organization. An Honorary Member is not eligible to vote.
3. Family: Those individuals (18) years of age or older within a family. A family is defined as a primary unit of a mother and father and children. Each adult (over 18) in the family is counted as an Individual Member and is eligible to vote.

2.03 At the Annual General Meeting of the members, except as otherwise provided by law, each eligible member is entitled to one (1) vote in person and the decision shall be made based on the majority of v otes cast.

2.04 Regular General and Special Meetings of members shall be held at such time and place as shall be decided by the Board of Directors. Notice of these meetings shall be given in a timely manner and by any means the Board of Directors shall decide as appropriate. The notice shall give the date, time, and location of the meeting.

Article III - The Board of Directors and Meetings

3.01 The Board of Directors (Board) shall consist of seven (7) Directors, four (4) of which shall be registered members of the Cherokee Nation.

3.02 Regular Meetings of the Board shall be held monthly; the date, time, and location shall be by mutual agreement of a simple majority of the Directors at least thirty (30) days prior to the meeting. The Secretary shall serve personally, by mail or email, to each Director a written notice of not less than five (5) days prior to such meeting. The notice shall give the date, time and location of the meeting. The Secretary is also authorized to give notice of Regular Meetings to all Board members by phone if possible.

3.03 The President may call for a Special Meeting of the Board at his or her discretion, and must call a Special Meeting upon written request of a majority of the Board. The Secretary shall service personally, by mail, or email, to each Director a written notice of not less than twenty-four (24) hours prior to such a meeting. The notice shall give the date, time and location of the meeting and the purpose for the meeting. No business other than that specified in the notice for the Special Meeting shall be transacted at the meeting. The Secretary is also authorized to give notice of Special Meetings to all Board members by phone when possible. In case of urgent need for a Board decision, a designated officer can state a motion and accept votes from Directors by email and/or phone within twenty-four (24) hours of initial notice on a given issue.

3.04 At any meeting of the Directors, except as otherwise provided by law, each eligible Director is entitled to one (1) vote in person and the presence in person of those eligible to cast a majority of all the votes which could be cast at such meeting by those eligible to vote at such meeting, shall constitute a quorum. If however, such quorum shall not be present at any meeting of the Directors, those eligible to vote at such meeting shall have the power to adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present.

3.05 The Board shall establish any and all policies, of whatever nature, as are required to accomplish the purposes of CCS.

3.06 Compensation of Directors:

1. No Directory shall receive compensation for time, mileage or their personal expenses in performance of regular duties as a member of the Board.
2. A Director will be reimbursed for any expenses incurred when acting as the Society's agent in purchasing supplies or for any other expenses incurred in assisting CCS to achieve its purposes, after presenting receipts substantiating the expenses.
3. A Director will be reimbursed for travel and personal expenses incurred when representing the Society at such conferences and meetings as may be approved by the Board, prior to attendance at such conference or meeting.

3.07 The Board may appoint persons to a special Advisory Board at such times, and for such terms of office as it deems in the best interest of CCS.

3.08 The Board may appoint an attorney-at-law to serve as Legal Counsel for CCS. Such person may not be a member of the Board at the same time as he or she is serve in the capacity of Legal Counsel to CCS.

Article IV - Elections for the Board of Directors

4.01 The seven (7) member Board shall consist of a minimum of four (4) registered members of the Cherokee Nation.

4.02 The term of office for directors shall be two (2) years, and until his or her successor has taken office or until his or her death, resignation or removal in the manner hereinafter provided.

4.03 The qualifications for nominees for election to the Board shall include, but not necessarily limited to:

1. Membership in CCS.
2. For those claiming tribal membership, a photocopy of Tribal Membership Card of the Cherokee Nation.

4.04 An official Slate (Slate) of qualified nominees, sufficient in number to fill the regularly expiring terms, shall be prepared by the Nominating Committee and presented in writing to the Board at any Regular or Special Board Meeting held at least thirty (30) days prior to the Annual General Meeting. This Slate will be presented in writing to the voting members at the Annual General Meeting and will be the sole source of nominees.

4.05 Any eligible voting member of CCS may make a nomination from the Slate, except that the nominees must be registered with the Cherokee Nation until there are a minimum of four (4) of the seven (7) Directors who are registered members of the Cherokee Nation.

4.06 The ballots will be case on numbered ballots which will be given to each eligible voting member who has signed the Voting Register.

4.07 Each Director elected to a regularly expiring term shall be elected by a plurality of the votes cast which will be determined immediately following the casting of ballots.

4.08 The term of office for each Director elected to fill a regularly expiring term shall begin at the end of the Annual General Meeting.

4.09 No Director shall serve more than three (3) consecutive terms. A former Director may be elected to a new position on the Board, provided that one (1) year has lapsed since such time as she or he has been a Director.

4.10 A Director may resign at any time, orally or in writing, by notifying the President or the Secretary. Any such resignation shall take effect at the time specified in the notification.

4.11 When it determines that the best interests of CCS will be served thereby, a Directory may be removed from the Board, with or without cause, when:

1. A majority of the Board votes for said removal, or
2. A petition for removal is presented to the Board which is signed by at least twenty (20) percent of the members eligible to vote.

4.12 A Director who misses three (3) consecutive regular meetings of the Board, without having given prior notice of such absence to the President or Secretary, shall be deemed to have resigned, unless the Board directs otherwise by majority vote.

4.13 Any vacancy in the Board by resignation or removal shall be filled by election of a new Director by majority vote of the Board. Nominations to fill positions which become vacant during a term of office shall be made by the President or Vice President. Said election shall be for the full extent of the unexpired term of the Director being replaced.

Article V - Officers

5.01 The Board shall elect, from among Board members, a President, Vice-President, Secretary, Treasurer, Program Director and such other offices as the Board deems appropriate.

5.02 Nominations for each office shall be made by the Board members at the Annual Board Meeting immediately following the election of new Board Members.

5.03 The officers shall be elected at an Annual Board Meeting immediately following the Annual General Meeting.

5.04 New officers will assume their office at the end of the Annual Board Meeting at which they are elected.

5.05 The term for each office shall be for one (1) year. Officers may succeed themselves.

5.06 Any officer may resign at any time, orally or in writing, by notifying the Board, President or Secretary. Any such resignation shall take effect, without necessity of acceptance by the Board, at the time specified in such notification, when a majority of the Board votes for said removal. Removal from office shall also constitute removal from the Board.

5.07 At such time as a vacancy in any office may occur, the Board shall elect, by majority vote, a new officer, for the unexpired portion of the term of the vacant office.

5.08 Board members may be elected to only one (1) office at a time, except in the case of the positions of Secretary and Treasurer. At the Board's discretion, the same person may be elected as both Secretary and Treasurer, provided however, that the duties of each of these officers are separate and individual.

5.09 The duties of the President shall be as follows:

1. To call, set the agenda, and preside at Board Meetings.
2. Appoint Committee chairs, and serve as an ex-officio non-voting member of all committees.
3. Have general management responsibilities for CCS.
4. To execute all legal instruments and agreements on behalf of CCS, provided however that all such instruments and agreements must first be reviewed and approved by CCS legal counsel, if such documents incur liability for CCS, and that prior to execution, all such instruments and agreements must be approved by a majority of the Board.
5. To represent CCS to the general public and media, or delegate this responsibility to such other person or persons as he or she deems appropriate.
6. To perform such other duties as are assigned by the Board from time to time.

5.10 The duties of the Vice-President shall be as follows:

1. In the absence of the President, perform all such duties as are otherwise the responsibility of the President.
2. To develop and execute training and development, subject to approval of the Board, for the orientation of new Board members.
3. To perform such other duties as are assigned by the Board from time to time.

5.11 The duties of the Secretary shall be as follows:

1. To serve as custodian of the records of CCS.
2. To provide notice of Called, Stated, and Annual meetings of the Board to officers and members to be coordinated with the newsletter publication.
3. To take minutes of all Board meetings.
4. To perform such other duties as are assigned by the Board from time to time.

5.12 The duties of the Treasurer shall be as follows:

1. In the absence of the President and Vice-President, perform all such duties as are otherwise the responsibility of the President.
2. To act as chief financial officer of CCS.
3. To perform all duties incident to the office of treasurer of a corporation, including the receipt, custody and disbursement of all funds.
4. To prepare and maintain all necessary and appropriate financial records and reports unless otherwise delegated by a simple majority of the Board.
5. To prepare such budgets as the Board may from time to time request.
6. To maintain the Voting Register.
7. To perform such other duties as are assigned by the Board from time to time.

5.13 The duties of the Program Director shall be as follows:

1. To develop monthly programs and/or special projects.

VI - Committees

6.01 The Nominating Committee shall recruit, interview, and review the qualifications of potential candidates for election to regularly expiring positions of the Board.

1. The Nominating Committee shall be composed of those Directors whose term of membership of the Board is not scheduled to expire at the end of the current calendar year and other members.
2. The Nominating Committee shall present in writing, a slate of qualified nominees to fill the regularly expiring terms, to the Board at a Regular or Special Board Meeting held at least thirty (30) days prior to the Annual General Meeting. The slate shall be made up of a sufficient number of nominees qualified for election so that the majority of the Board, after election, shall consist of registered members of the Cherokee Nation. Such list shall be the official slate of nominees for election to the Board and may not be altered except by written withdrawal by a nominee.

6.02 Other Committees

1. The President shall establish all committees, and appoint, subject to approval by the Board, the Chairs and members of such committees, except where these Bylaws specifically provide otherwise.
2. Directors, employees, volunteers and other interested parties are eligible to serve on committees, and serve as Chair.
3. The duties and responsibilities of the committees shall be defined by the President, subject to approval by the Board.

VII - Miscellaneous

7.01 The fiscal year of CCS shall begin on the first day of January of each calendar year, and end on the last day of December of each calendar year.

7.02 Any gift, donation, bequest or subscription to CCS shall be deemed to have been accepted only when approved by the Board.

VIII - By-Law Amendments

8.01 The right to amend the By-laws is reserved exclusively to the members and shall not be a right or prerogative of the Board.

8.02 Proposed amendments to these By-laws shall be presented in writing to the Board at any Regular or Special Meeting held at least sixty (60) days prior to the Annual General Meeting.

8.03 Proposed amendments may be voted upon only at the Annual General Meeting of members according to Article 1.03.

8.04 A majority vote of those members eligible to vote shall be required to amend the by-laws.

ADOPTED by the Board of Directors of this organization.

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