Corporate Bylaws

AMENDED BYLAWS

OF

THE DELAWARES OF IDAHO, INC.

&

The Delawares of Idaho, an Indian Tribe

ARTICLE I

MEMBERSHIP

SECTION 1 — ELIGIBILITY

Mem­bers of Delawares of Idaho, Inc. shall be:

  1. At least part-blood Delaware Indian, in a min­i­mum amount as may be deter­mined by the Tribal Coun­cil. No mem­ber shall be admit­ted unless he has demon­strated, by doc­u­ments or other proof sat­is­fac­tory to the Coun­cil, of his/her Delaware blood. Such proof shall include, but not be lim­ited to, birth cer­tifi­cates, his­tor­i­cal soci­ety records, church records, state, city or county bureaus of vital sta­tis­tics and fed­eral gov­ern­ment records per­tain­ing to Indian affairs. Pro­vided how­ever, any per­son who applies for mem­ber­ship who oth­er­wise qual­i­fies for mem­ber­ship but who has been enrolled as a mem­ber of another Fed­er­ally Rec­og­nized tribe may be enrolled as a mem­ber of the Delawares of Idaho; pro­vided he/she relin­quishes in writ­ing their mem­ber­ship in the other Indian tribe and; pro­vided fur­ther, that such appli­cant is admit­ted to mem­ber­ship by a major­ity vote of the Tribal Council;
  2. The Tribal Coun­cil shall have the power to pass ordi­nances and or res­o­lu­tions cov­er­ing the adop­tion of new mem­bers, pro­vided, that all per­sons adopted under this sec­tion shall be part-blood Chero­kee or Delaware Indian to the sat­is­fac­tion of the Tribal Coun­cil. Fur­ther, the fol­low­ing per­sons shall be eli­gi­ble for adop­tion includ­ing but not lim­ited to:
    1. Any child of a mem­ber of the Delawares of Idaho who may be adopted by a non-tribe mem­ber shall retain their mem­ber­ship in the Delawares of Idaho.
    2. Hon­orary mem­ber­ship in the Delawares of Idaho may be granted to any per­son or per­sons found deserv­ing thereof by a major­ity vote of the Tribal Coun­cil of the Delawares of Idaho. Hon­orary mem­ber­ship may be extended to mem­bers of other non-federally rec­og­nized Indian tribes, or non-Indians who have demon­strated by their assis­tance to and friend­ship with the Delawares of Idaho that they are wor­thy of such hon­orary mem­ber­ship. Pro­vided, how­ever, only hon­orary mem­bers who have Chero­kee or Delaware Indian blood sat­is­fac­tory of the Tribal Coun­cil are eli­gi­ble for adop­tion as a mem­ber in the Delawares of Idaho. Upon the tribe adopt­ing the mem­ber then said mem­ber shall be a Delaware with a declared blood quo­tient by the Tribal Coun­cil not to exceed the blood quan­tum said appli­cant pos­sessed prior to adop­tion into the tribe. Said adoptee shall be enti­tled to all rights as if nat­u­rally born to a tribal mem­ber of the Delawares of Idaho. No adop­tion by the tribe may be voided, can­celed, or set aside in any man­ner except for fraud against the Delawares of Idaho tribe com­mit­ted by the adopted member.
    3. Upon sat­is­fac­tion of the Tribal Coun­cil, a per­son hav­ing Chero­kee or Delaware Indian blood and who has demon­strated by their assis­tance to and/or friend­ship with the Delawares of Idaho that they are wor­thy may be adopted into the Delawares of Idaho as a mem­ber with full rights as if born into the Tribe. An indi­vid­ual adopted may vote in tribal mat­ters and hold office.
  3. The fol­low­ing pro­ce­dures for adop­tion shall be followed:
    1. An indi­vid­ual desir­ing to be adopted by the Delawares of Idaho must file with the Tribal Mem­ber­ship Com­mit­tee or Tribal Coun­cil, if the Tribal Mem­ber­ship Com­mit­tee has not been appointed by the Tribal Coun­cil, an appli­ca­tion for adop­tion, com­plete and pro­duce all required doc­u­ments to the Com­mit­tee or Tribal Coun­cil, whichever is applic­a­ble. Upon com­ple­tion of appli­ca­tion and inter­view with appli­cant for adop­tion, which may be either in per­son or tele­phon­i­cally, the appli­ca­tion shall be pre­sented to the Tribal Coun­cil for approval or rejec­tion at a time and date set by the Tribal Coun­cil. The approval for adop­tion shall be by a major­ity vote of the Tribal Coun­cil mem­bers present with a quorum.
    2. A per­son adopted by the Delawares of Idaho shall be declared a blood quo­tient by the Tribal Coun­cil not to exceed the blood quo­tient said appli­cant pos­sessed prior to adop­tion into the tribe.
  4. The Tribal Coun­cil shall appoint a Tribal Mem­ber­ship Com­mit­tee, called the Tribal Mem­ber­ship Com­mit­tee and referred to as the “Com­mit­tee” com­posed of tribal mem­bers who may or not be mem­bers of the Tribal Coun­cil which shall have the respon­si­bil­ity of prepar­ing and main­tain­ing the cur­rent mem­ber­ship roll con­sis­tent with the pro­vi­sions of this Arti­cle, receive and process appli­ca­tions for adop­tion for sub­mis­sion to the Tribal Council.
  5. Prior to the Tribal Coun­cil appoint­ment of a Tribal Mem­ber­ship Com­mit­tee, all appli­ca­tions for adop­tion into the tribe shall be filed with the Tribal Sec­re­tary for sub­mis­sion to the Tribal Coun­cil for approval or denial of the applicant’s adop­tion into the tribe.

SECTION 2 — ­VOTING RIGHTS

All mem­bers eigh­teen (18) years of age or older who are in good stand­ing with the Tribe shall have equal vot­ing rights. Mem­bers under the age of eigh­teen (18) shall not be enti­tled to vote.

ARTICLE II

SECTION 1 – TIME AND PLACE OF ANNUAL MEETINGS

There shall be an annual meet­ing of the mem­bers of the cor­po­ra­tion held the sec­ond Sat­ur­day in June at a place and time to be determined.

SECTION 2 – SPECIAL MEETINGS CONVENED

Spe­cial Meet­ings of the mem­bers of the Coun­cil may be called at the request of the Chair­man and/or 70% of the Coun­cil mem­bers. Any meet­ing held shall be presided over by the Chair­man or Vice Chairman.

Spe­cial Meet­ings of the mem­bers of the Board of Direc­tors may be called at the request of the Chair­man or Vice Chair­man or major­ity of the mem­bers of the board. Any meet­ing held shall be presided over by the Chair­man or Vice Chair­man. Notice of any spe­cial meet­ing must be pre­ceded by at least two (2) days’ notice to each coun­cil mem­ber or Board mem­ber of the date time and place and the pur­pose of the meet­ing. No busi­ness shall be trans­acted at a Spe­cial Meet­ing except as stated in the notice. At the dis­cre­tion of the Chair­man, all meet­ings (except the Annual meet­ings) may be held tele­phon­i­cally by con­fer­ence call of the mem­bers at a time and place to be determined.

SECTION 3 – NOTICE OF MEETINGS — Quar­terly, Spe­cial or Annual

It shall be the duty of the Sec­re­tary to cause to or per­son­ally mail, email, fax, place such notice in the tribal newslet­ter or tele­phon­i­cally, a notice of each Annual, Spe­cial Meet­ing or Quar­terly meet­ing, stat­ing the pur­pose thereof as well as the time and place where it is to be held, to each mem­ber and shall include an agenda of items to be dealt with at the meet­ing. Writ­ten notice is con­sid­ered served if trans­mit­ted by email, newslet­ter, tele­phon­i­cally or other elec­tronic means. If a notice is given per­son­ally or by mail, email or other elec­tronic means, it shall be given not less than two (2) days before the date of the meet­ing. If a mem­ber attends a meet­ing they waive any objec­tion to notice of a meeting.

SECTION 4 – QUORUM

At all Tribal Coun­cil, Board and annual meet­ings there shall be present at least five (5) mem­bers which shall con­sti­tute a quorum.

SECTION 5 – MINUTES

The min­utes of any prior meet­ing shall be read and approved at the next suc­ceed­ing meet­ing of the annual or spe­cial meet­ing, as the case may be.

ARTICLE III

TRIBAL COUNCIL

SECTION 1 – MEMBERSHIP

The num­ber of Tribal Coun­cil mem­bers shall not be more than fif­teen (15) and a pres­ence of five (5) mem­bers shall con­sti­tute a quo­rum. The Chair­man and Vice Chair­man of the Board shall be a mem­ber of the Tribal Coun­cil and shall be in addi­tion to the mem­bers and may be counted for a quorum.

SECTION 2 – TERM

The Coun­cil serv­ing on the date of the adop­tion of these Amended Bylaws shall serve until an elec­tion can be held at an annual or spe­cial meet­ing to be held after funds are avail­able to hold an elec­tion and an election/nomination com­mit­tee is appointed. Terms of office shall be for six (6) years.

SECTION 3 – POWERS AND DUTIES OF THE COUNCIL

The Coun­cil shall have the power to call Spe­cial Meet­ings of the mem­bers of the Coun­cil at the request of the Chair­man and/or 70% of the Coun­cil mem­bers. Any meet­ing held shall be presided over by the Chair­man or Vice Chair­man. To appoint or remove for cause all offi­cers, except for the Chair­man of the Corporation/Tribe; describe their duties, fix their com­pen­sa­tion and may require from them a proper bond for the faith­ful per­for­mance on any spe­cial duties, which bond may be either by per­sonal sureties or by an estab­lished surety or bond­ing company.

SECTION 4 – MEETINGS

Meet­ings of the Coun­cil may be held upon such writ­ten, tele­phonic, per­sonal, oral, email or elec­tronic notice and at such times as the Chair­man of the Tribal Coun­cil shall from time to time deter­mine. Spe­cial Meet­ings may be called by the Chair­man and shall be called at the writ­ten request of 70% mem­bers of the Tribal Coun­cil. All meet­ings shall be presided over by the Chair­man or Vice Chairman.

SECTION 5 – QUORUM

One (1/3) of the mem­bers of the Coun­cil and the Chair­man or Vice Chair­man shall con­sti­tute a quo­rum at any meet­ing of the Council.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1 – MEMBERSHIP

The num­ber of Board mem­bers shall not be more than fif­teen (15) and a pres­ence of five (5) mem­bers shall con­sti­tute a quo­rum. The Chair­man and Vice Chair­man of the Board shall be a mem­ber of the Board and shall be in addi­tion to the mem­bers and may be counted for a quorum.

SECTION 2 – TERM

The Board serv­ing on the date of the adop­tion of these Amended Bylaws shall serve until appoint­ments of new direc­tors are made by the Chair­man. Terms of office shall be for six years.

SECTION 3 – POWERS AND DUTIES OF THE BOARD OF DIRECTORS

The Board of Direc­tors shall have the power:

  1. To call Spe­cial Meet­ings of the mem­bers of the Board of Direc­tors at the request of the Chair­man and/or 70% of the Board of Direc­tors mem­bers. Any meet­ing held shall be presided over by the Chair­man or Vice Chairman.
  2. To appoint or remove for cause all offi­cers, except for the Chair­man of the Corporation/Tribe; describe their duties, fix their com­pen­sa­tion and may require from them a proper bond for the faith­ful per­for­mance on any spe­cial duties, which bond may be either by per­sonal sureties or by an estab­lished surety or bond­ing company;
  3. To con­duct, man­age and con­trol the busi­ness affairs of the tribe and to make rules and reg­u­la­tions, not incon­sis­tent with the laws of the State of Idaho, or the bylaws of this tribe/corporation, for the guid­ance of its offi­cers and for the man­age­ment of the affairs of the tribe;
  4. To incur indebt­ed­ness, when in their judg­ment, the same is nec­es­sary for the con­duct­ing the affairs of the Cor­po­ra­tion. The terms and amount of such indebt­ed­ness so cre­ated by the Board of Direc­tors shall be entered upon the min­utes of the Board in the event of any oblig­a­tion so cre­ated being evi­denced by writ­ten instru­ment, such instru­ment shall be signed offi­cially by such per­son or per­sons as shall be des­ig­nated by the Board of Directors;
  5. To cause to be kept a com­plete record of all pro­ceed­ings of the Board of Direc­tors, and shall at the reg­u­lar annual meet­ing of the mem­bers make a report, signed by the Chair­man and Sec­re­tary of the Cor­po­ra­tion, show­ing in detail the assets and lia­bil­i­ties of the Cor­po­ra­tion and the gen­eral con­di­tion of its affairs.

SECTION 4 – MEETINGS

Meet­ings of the Board of Direc­tors may be held upon such writ­ten, tele­phonic, per­sonal, oral, email, newslet­ter or elec­tronic notice and at such times as the Chair­man of the Tribal Board of Direc­tors shall from time to time deter­mine. Spe­cial Meet­ings may be called by the Chair­man and shall be called at the writ­ten request of 70% mem­bers of the Tribal Board of Direc­tors. All meet­ings shall be presided over by the Chair­man or Vice Chairman.

SECTION 5 – QUORUM

One (1/3) of the mem­bers of the Board of Direc­tors and the Chair­man or Vice Chair­man shall con­sti­tute a quo­rum at any meet­ing of the Board.

SECTION 6 – ELECTION

The Tribal Coun­cil shall elect the Board of Directors.

ARTICLE V

OFFICERS OF THE CORPORATION

SECTION 1 – ELIGIBILITY

The offi­cers of the Cor­po­ra­tion (also known as the Tribe) shall be the Chair­man, the Vice Chair­man, the Sec­re­tary, and the Trea­surer, all of whom must be eli­gi­ble mem­bers of the Cor­po­ra­tion, in good stand­ing and elected by the Tribal Council.

The Offi­cers serv­ing on the date of the adop­tion of these Amended Bylaws shall serve until an elec­tion can be held at an annual or spe­cial meet­ing to be held after com­ple­tion of the present six year term and funds are avail­able to hold an elec­tion and an election/nomination com­mit­tee is appointed. Terms of office for the Offi­cers shall be for six (6) years with­out term restrictions.

SECTION 2 – DUTIES OF CHAIRMAN

The Chair­man shall be the Chief of the Tribe and Chief Exec­u­tive Offi­cer of the Cor­po­ra­tion; he shall pre­side over all meet­ings of the mem­bers and meet­ings of the Coun­cil. He shall sign, as Chair­man, all con­tracts, deeds, con­veyances and other instru­ments nec­es­sary to the trans­ac­tion of the busi­ness of the Cor­po­ra­tion autho­rized by the Coun­cil; pro­vided, the Coun­cil, by res­o­lu­tion, may autho­rize some per­son other than the Chair­man to exe­cute instru­ments on behalf of the Cor­po­ra­tion. The Chair­man shall call spe­cial meet­ings of the Coun­cil when he may deem it nec­es­sary, and must call a spe­cial meet­ing of the Coun­cil upon the request of 70% mem­bers thereof; and said Chair­man shall have, sub­ject to the Con­trol of the Coun­cil, gen­eral direc­tion of the affairs of the Cor­po­ra­tion, and shall dis­charge such other fur­ther duties as may be required of him by the Coun­cil in the proper con­duct of the busi­ness of the Corporation.

  1. The Chair­man shall not vote on any issue except in the event of a tie at which time the Chair­man may cast the decid­ing vote.
  2. The Chair­man shall appoint all Board mem­bers and any con­sul­tants he deems nec­es­sary for the best inter­est and needs of the Tribe.

SECTION 3 – DUTIES OF VICE-CHAIRMAN

In the absence of the Chair­man, or in case of his/her inabil­ity to act, the Vice– Chair­man shall have the author­ity as, and shall per­form the duties of the Chair­man. The Vice-Chairman has the right to vote unless pre­sid­ing as Chairman.

SECTION 4 – DUTIES OF SECRETARY

It shall be the duty of the Sec­re­tary to keep a record of the pro­ceed­ings of the Coun­cil and of all meet­ings of the mem­bers; he/she shall keep the cor­po­rate seal all other instru­ments and oblig­a­tions in writ­ing of what­ever kind and nature autho­rized by the Coun­cil, to be entered into and exe­cuted by the Cor­po­ra­tion and shall fur­ther do and per­form each and every duty per­tain­ing to his/her office as require by the Coun­cil. He/she shall serve all notices required by law or by the Bylaws of this Corporation.

SECTION 5 – DUTIES OF TREASURER

Under the direc­tion of the Tribal Comp­trol­ler, it shall be the duty of the Trea­surer to super­vise the money belong­ing to the Cor­po­ra­tion, and to pay, or cause to be paid out under the direc­tion of the Coun­cil, except as to con­tract, bills and rou­tine accounts payable which may be paid with­out spe­cific direc­tion from the Coun­cil; the Trea­surer shall be respon­si­ble for main­tain­ing and pre­serv­ing all cor­po­rate funds and shall be sig­na­tory on all bank accounts, sav­ings accounts and other depos­i­to­ries of funds of the Cor­po­ra­tion; the Trea­surer shall be respon­si­ble for main­tain­ing all the fis­cal records of the Cor­po­ra­tion and to keep proper books of accounts in sup­port thereof.

ARTICLE VI

CANDIDATES FOR OFFICE

SECTION 1 – PROCEDURES

Can­di­dates for Tribal Coun­cil shall file a let­ter of intent with the Tribal Coun­cil with a fil­ing fee to be deter­mined by the Tribal Coun­cil if the can­di­date desires to run for an open posi­tion on the Tribal Coun­cil within 120 days before the next Annual meet­ing at which time the Tribal Coun­cil will vote on the can­di­dates. In the event a per­son files a let­ter of intent timely then any addi­tional can­di­dates may file a let­ter of intent as set out above not less than ninety days (90) from the date of the next Annual meeting.

SECTION 2 – BALLOTS

At least thirty (30) days before the annual meet­ing, Tribal Sec­re­tary shall send to each mem­ber a bal­lot con­tain­ing the names of the can­di­dates. The bal­lots shall also con­tain a blank space for insert­ing the name of an inde­pen­dent nomination.

SECTION 3 — VOTING

To vote, a mem­ber must be present or return the printed bal­lot to the Tribal Sec­re­tary, which must be received prior to the annual meet­ing. The Tribal Sec­re­tary and not less than 5 mem­bers of the Tribal Coun­cil shall count the votes.

SECTION 4 – ELECTIONS

The mem­bers present at the meet­ing shall cast their bal­lots by voice or in writ­ing, as deter­mined by the Chair­man, the result­ing votes shall be tab­u­lated with the mailed bal­lots and the Chair­man shall announce the results. All votes cast shall con­sti­tute an election.

ARTICLE VII

RESIGNATIONS

SECTION 1 — WRITTEN RESIGNATIONS

Res­ig­na­tions of Coun­cil mem­bers and Offi­cers shall be in writ­ing and shall take effect upon receipt by the Coun­cil upon approval of the Tribal Council.

SECTION 2 – INVOLUNTARY RESIGNATION

The unex­cused absence of a Coun­cil mem­ber or offi­cer from three con­sec­u­tive meet­ings of the Coun­cil shall be equiv­a­lent to a res­ig­na­tion upon approval of the Tribal Council.

ARTICLE VIII

VACANCIES

SECTION 1 — COUNCIL VACANCY

In case a vacancy shall occur on the Coun­cil, the Coun­cil shall fill the vacancy and the per­son cho­sen to fill such vacancy shall hold office until the next annual meet­ing at which the elec­tion of Coun­cil mem­bers is in the reg­u­lar order of business.

SECTION 2 — OFFICER VACANCY

In the event that there shall be a vacancy for any of the offices of the Cor­po­ra­tion or Coun­cil by rea­son of death, inabil­ity to serve, res­ig­na­tion, non atten­dance at 3 con­sec­u­tive meet­ings with­out excuse, or for any other rea­son, such vacancy shall be filled for the un-expired term by the Council.

A Coun­cil mem­ber, Board of Direc­tor mem­ber or cor­po­rate offi­cer may attend by unin­ter­rupted telephonic/electronic com­mu­ni­ca­tions or by proxy. The unex­cused absence of a Coun­cil mem­ber or offi­cer from three (3) con­sec­u­tive meet­ings shall be equiv­a­lent to a res­ig­na­tion unless excused by the Tribal Coun­cil or Board.

ARTICLE IX

PROCEDURE

SECTION 1 – RULES OF ORDER

Robert’s Rules of Order as last revised shall gov­ern the pro­ceed­ing of all meet­ings of the Cor­po­ra­tion and the Coun­cil and the Chair­man may appoint a par­lia­men­tar­ian if he/she deems it necessary.

ARTICLE X

AMENDMENTS

SECTION 1 — PROCEDURE

These Bylaws may be amended by vote of the major­ity of the Tribal Coun­cil mem­bers present at an annual meet­ing, or at any spe­cial meet­ing of mem­bers duly called for that pur­pose, pro­vided that Notices of such pro­posed amend­ments shall be mailed at least ten (10) days prior to the date before the meet­ing is called. Pro­posed amend­ments shall be sub­mit­ted in writ­ing to the Chair­man at least thirty (30) days before the date of the annual meet­ing or the spe­cial meeting.

ARTICLE XI

MEMBERSHIP DUES

SECTION 1 — AGE

Each mem­ber of the Cor­po­ra­tion of the age of eigh­teen years of age through age of sixty-nine years shall be required to pay annual dues in an amount deter­mined by the Council.

SECTION 2 — MEMBER IN GOOD STANDING

All Offi­cers and Coun­cil mem­bers of the Delawares of Idaho Inc. shall be a mem­ber in “good stand­ing”. The term good stand­ing is defined as:

  1. A mem­ber to be in good stand­ing must be cur­rent on their mem­ber­ship dues for the present and past years and pay their dues timely.
    1. Mem­bers who are in arrears of their dues shall not be enti­tled to receive a tribal newslet­ter, vote on any issues involv­ing tribal mat­ters or elec­tions nor be enti­tled to hold any tribal office by appoint­ment or election.
  2. Not have been con­victed of a felony involv­ing moral turpi­tude five years prior to serv­ing as an offi­cer or coun­cil mem­ber, nor being con­victed of a felony involv­ing moral turpi­tude while in office.

ARTICLE XII

INDEMNIFICATION OF OFFICERS AND COUNCIL MEMBERS

SECTION 1 — PROTECTED INDIVIDUALS

The Cor­po­ra­tion shall indem­nify every Offi­cer and Coun­cil mem­ber, his or her heirs, execu­tors and admin­is­tra­tors, against all loss, cost and expense, includ­ing attorney’s fees, rea­son­ably incurred by him or her in con­nec­tion with any action, suit or pro­ceed­ing to which he or she may be made a part by rea­son of his or her being or hav­ing been an Offi­cer or Coun­cil mem­ber of the Delawares of Idaho and Indian Tribe or The Delawares of Idaho, Inc., except as to mat­ters as to which he or she shall be finally adjudged in such action, suit or pro­ceed­ing to be liable for gross neg­li­gence or will­ful mis­con­duct. In the even of a set­tle­ment, indemnification’s shall be pro­vided only in con­nec­tion with such mat­ters cov­ered by the set­tle­ment as to which the Cor­po­ra­tion is advised by coun­sel that the per­son to be indem­ni­fied has not been guilty of gross neg­li­gence or will­ful mis­con­duct in the per­for­mance of his or her duty as and Offi­cer or Coun­cil mem­ber in rela­tion to the mat­ter involved. The fore­go­ing rights shall include, but not be lim­ited to, any other rights to which such Offi­cer or Coun­cil mem­ber may be entitled.

Passed by major­ity vote on Spe­cial Meet­ing dated his ____ day of _______, 2007.

Signed: