THE TENNESSEE ALLIANCE FOR NATIVE AMERICANS SEEKING INTERACTION
ARTICLE ONE Office
The principal office of the ALLIANCE shall be located in the State of Tennessee, at such address as the Board of Directors (BOD) may determine from time to time.
ARTICLE TWO Membership
SECTION 1. ELIGIBILITY. This ALLIANCE shall have members. Any natural person, eighteen (18) years of age or older, who approves of the ALLIANCE’s purposes shall be eligible for membership, without regard to race, sex or religion. There shall be two categories of membership, ACTIVE and HONORARY. Active members shall be divided into two classes: Native American Indians (NAI) which shall be defined as those individuals who are enrolled in a State or Federally recognized Tribe, and Associate members which shall include all other Active members not within the definition of NAI. There shall be no distinction between NAI and Associate Active members as to rights and duties within the ALLIANCE. Prospective Members claiming NAI lineage will be required to document such lineage.
SECTION 2. ACTIVE MEMBERS. Any person interested in becoming an Active member of the ALLIANCE shall submit a written and signed application, on a form approved by the BOD, to the Secretary of the ALLIANCE. During the formative period of the ALLIANCE, each application shall be reviewed and approved or disapproved by the BOD. Applicants who are so approved shall become members of the ALLIANCE on payment of the required dues.
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If a Membership Committee shall be formed, as provided hereinafter, all applications for membership shall be submitted to the Membership Committee, duly reviewed and approved or disapproved by a majority vote of the committee.
Upon approval by the Membership Committee and payment of the required dues, the applicant shall become a member of the ALLIANCE.
Any applicant who has been disapproved by the Membership Committee or any sponsor of such applicant, shall have the privilege of review by the membership at large, according to such procedure as may be fixed by the BOD.
SECTION 3. HONORARY MEMBERS. The BOD may, from time to time, elect any natural person as a Honorary member of the ALLIANCE, in recognition of outstanding service or accomplishment in support or furtherance of the purposes of this ALLIANCE. Upon acceptance of Honorary membership, the person so elected shall be entitled to all of the privileges of membership for life, without payment of dues, unless such membership shall be terminated as provided in Section 5 of this Article or the member shall resign.
SECTION 4. VOTING RIGHTS. Each Active member shall be entitled to one vote on each matter submitted to a vote of the members. Voting by proxy shall not be allowed. A new member shall not be entitled to vote until such time as such new member's application has been approved by the Membership Committee and the member’s name is added to the roles of the association. Membership dues must be paid in full at least fifteen (15) days prior to any meeting in which a member intends to cast a vote in order for said member to have voting privileges.
SECTION 5. TERMINATION OF MEMBERSHIP. The BOD, by affirmative vote of a majority of the directors then in office, may expel any member of the ALLIANCE for good cause shown, provided such member shall be given written notice at least ten (10) days in advance of the date of the meeting at which such action is taken, and the right to appear and be heard. Any Active member who shall be in default in the payment of dues for the period
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fixed hereinafter shall automatically terminate his membership, unless the BOD shall waive the payment of dues for reasons of economic hardship
SECTION 6. RESIGNATION. Any member may resign by filing a written resignation with the Secretary of the ALLIANCE. Such resignation shall be effective immediately upon receipt of the written resignation by the ALLIANCE's Secretary. ALLIANCE dues will not be returned or refunded in the event of resignation by a member.
ARTICLE THREE Meetings of Members
SECTION 1. ANNUAL MEETING. An annual meeting of the members shall be held in the month of January in each year for the purpose of electing directors or at such time as the BOD may determine. If the election of directors is not held on the date designated herein for any annual meeting, or at any adjournment thereof, the BOD shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient; provided, however, the BOD may provide for the election of directors by mail.
SECTION 2. SPECIAL MEETINGS. Special meetings of the members may be called by the President, the BOD, or not less than one-quarter (1/4th) of the members having voting rights, at a place designated by the BOD.
SECTION 3. NOTICE OF MEETINGS. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally, by email or mail, to each member entitled to vote at such meeting before the date of such meeting: (a) Personally: not less than five (5) nor more than thirty (30) days. (b) Email: not less than five (5) nor more than thirty (30) days. (c) Mail: not less than ten (10) nor more than thirty (30) days.
The written or printed notification will be provided by or at the direction of the President, or the Secretary, or the officers or members calling the meeting. In case of a special
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meeting or when required by statute or by these By-Laws, the purpose(s) for the meeting shall be stated in the notice. If mailed, the notice of the special meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the ALLIANCE, with first class postage thereon prepaid.
SECTION 4. INFORMAL ACTION BY MEMBERS. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if consented in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof.
SECTION 5. QUORUM. Twenty five (25%) per cent of the members shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
SECTION 6. VOTING BY MAIL. Where Directors are to be elected by Members, such election may be conducted by mail in such manner as the BOD shall determine.
ARTICLE FOUR Board of Directors
SECTION 1. GENERAL POWERS. The affairs of the ALLIANCE shall be managed by its BOD.
SECTION 2. NUMBER, TENURE, NOMINATION, ELECTION AND QUALIFICATION
(a) The incorporators shall elect or appoint an interim BOD of not fewer than five (05) nor more than seven (07) persons to serve until the first regular election of Directors by the members of the ALLIANCE. Said Interim Directors may elect not more than three (3) additional Directors to serve until said first regular election.
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(b) Directors shall be elected by the members of the ALLIANCE at each annual meeting of the members of the ALLIANCE, or by mail ballot conducted in advance of such meeting, at the discretion of the BOD. There shall be not fewer than five (05) nor more than seven (07) Active members elected to serve on the BOD.
(c) The BOD shall consist of all elected officers, hereinafter referred to as "Executive Officers" (EO), and the remaining elected Active members as Board Members. The EO shall be elected to the Board concurrently with their election to the individual office. The EO’s term on the BOD shall be the term of the office he/she concurrently holds. The remaining directorships shall be filled by election from the active membership. The term of office for the elected directors, other than the EO, shall be two (02) years beginning on the day of election until the termination of the regular term, or until successors are elected and qualified.
(d) As provided in ARTICLE FIVE, Section 3, all EO and BOD shall be NAI as defined in ARTICLE TWO, Section 1. At all times, the BOD shall be filled by NAI.
(e) The BOD may, from time to time, elect additional Directors for terms beginning with the date of their election and terminating on the date of the next succeeding annual meeting of the members of the ALLIANCE, provided no more than three (3) persons so elected by the BOD shall serve on the Board at the same time.
(f) Directors may be nominated by a Nominating Committee and such nominees shall be selected, so far as practicable, so as to provide the opportunity for representation on the Board of persons from all areas of the State of Tennessee and of persons of diverse social, ethnic and occupational background and interest, but without numerical restrictions as to such representation. Additional nominations may be made by any member of the ALLIANCE, at the annual meeting of members of the ALLIANCE, if the election is held at such meeting. If the election is to be by mail
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ballot, opportunity shall be given, upon notice of the election, for written nomination by any member of the ALLIANCE in advance of the mailing of ballots to the members.
(g) Directors shall be members of the ALLIANCE at the time of their election.
(h) A Director may not be a member of any other BOD which might conflict with the purposes of the Tennessee ALLIANCE of Native Americans Seeking Interaction (TANASI) during such Director's term on the TANASI Board. The determination as to whether a conflict exists shall be the sole responsibility of the BOD of TANASI. Should a Director of TANASI be elected to serve on any other BOD during said Director's term on the TANASI Board, said Director will immediately notify the TANASI Board of his election and submit his resignation to the TANASI Board pending their decision as to whether a conflict requiring acceptance of the resignation exists. Association dues will not be returned or refunded to the Board member in the event of resignation as contemplated hereunder.
(i) There shall be no more than two members of the same immediate family serving as Directors or EO at any one time. For the purpose of this section, immediate family shall be defined as parents, grandparents, children, brothers, sisters, husband or wife.
(j) REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS. The members may remove one or more Directors elected by them with or without cause at a meeting called for the purpose of removing the Director and the meeting notice must state the purpose, or one of the purposes of the meeting is the removal of Director. A simple majority of those present at the special meeting shall be required for removal of said Director. The BOD may remove a Director without cause who has been elected by the Board by the vote of two-thirds (2/3) of the Directors then in office.
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SECTION 3. REGULAR MEETINGS. A regular meeting of the BOD shall be held without any other notice than this By-Law immediately after, and at the same place as, the annual meeting of members of the ALLIANCE. The BOD may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the BOD may be called by or at the request of the President or any two (2) Directors, and shall be held at the principal office of the ALLIANCE or at such other place as the Directors may determine.
SECTION 5. NOTICE. Notice of any special meeting of the BOD shall be given by any usual means of communication not less than five (05) days before the meeting. If mailed, such notice shall be sent to the address of the Director to be notified at the address shown by the records of the ALLIANCE. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by email, such notice shall be deemed to be delivered when the email is sent. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice of waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
SECTION 6. QUORUM. A majority of the BOD shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
SECTION 7. BOARD DECISIONS. The act pf a majority of the Directors present at a meeting at which a quorum is present shall be the act of the BOD, unless the act of a greater number is required by law or by these By-Laws.
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SECTION 8. VACANCIES. Any vacancies occurring in the BOD, shall be filled by the BOD. A Director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office. Vacancies shall not be counted in determining a quorum. SECTION 9. INFORMAL ACTION. Whenever the Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the Directors entitled to vote thereon.
ARTICLE FIVE Officers
SECTION 1. Officers. The officers of the ALLIANCE shall be a President, Vice-President, Secretary, Treasurer, Sergeant-At-Arms, and such other officers as may be elected in accordance with the provisions of this Article. The BOD may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the BOD.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the ALLIANCE shall be elected by the Active members at the regular annual meeting of the TANASI. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the BOD. Each officer shall hold office for a term of three (3) years or until a successor has been duly elected and qualified.
SECTION 3. QUALIFICATIONS. Any candidate for election to any office of the ALLIANCE must be a member in good standing of the ALLIANCE, be an Active member for at least one (l) year preceding the election in which he/she is seeking office, and be a legal resident of the State of Tennessee. Further, the EO and BOD must be Native American Indian as defined in ARTICLE TWO, Section 1 and document lineage requirements. Executive Officers include and are limited to the offices of the President, Vice President, Secretary, Treasurer and Sergeant-At-Arms.
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SECTION 4. REMOVAL. Any officer elected or appointed by the BOD may be removed by the BOD whenever in its judgment the best interests of the ALLIANCE would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Further, any officer who is absent from three (3) consecutive regular meetings shall be automatically removed.
SECTION 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the BOD for the unexpired portion of the term.
SECTION 6. POWERS AND DUTIES. Several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions of the BOD. In the absence of such specifications, each officer shall have the power and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit ALLIANCEs having the same or similar general purposes and objectives as this ALLIANCE. The presiding officer shall vote only in case of a tie vote.
ARTICLE SIX Committees
SECTION 1. COMMITTEE OF DIRECTORS. The BOD, by resolution adopted by a majority of the Directors in office, may designate one or more Committees, each of which shall consist of three (3) or more Directors, which exercise the authority of the BOD in the management of the ALLIANCE; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the BOD, or any individual Director, of any responsibility imposed on it or him by law.
SECTION 2. OTHER COMMITTEES. Other Committees not having and exercising the authority of the BOD in the management of the ALLIANCE may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is
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present. Except as otherwise provided in such resolution, members of each such Committee shall be members of the ALLIANCE, and the President of the ALLIANCE shall appoint the members thereof. Any Member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the ALLIANCE shall be served by such removal.
ARTICLE SEVEN Contracts, Checks, Deposits and Funds
SECTION 1. CONTRACTORS. The BOD may authorize any officer or officers, agent or agents of the ALLIANCE, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ALLIANCE, and such authority may be general or may be confined to specific instances.
SECTION 2. CHECKS, DRAFTS, OR ORDERS. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the ALLIANCE, shall be signed by such officer or officers, agent or agents of the ALLIANCE, and in such manner as shall from time to time be determined by resolution of the BOD. In the absence of such determination by the BOD, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the ALLIANCE.
SECTION 3. DEPOSITS. All funds of the ALLIANCE shall be deposited from time to time to the credit of the ALLIANCE in such banks, trust companies, or other depositories as the BOD may select.
SECTION 4. GIFTS. The BOD may accept on behalf of the ALLIANCE any contribution, gift, bequest, or devise for any purpose of the ALLIANCE. Any contribution, gift, bequest or devise which is solicited or accepted with the restriction that it shall be applied, or that the net income therefrom shall be applied, directly to or for the use and benefit of persons
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selected by this ALLIANCE as the beneficiaries of its charity, or for other specific use or purpose, shall be accounted for separately from dues and unrestricted gifts, and shall not be used except as so restricted. Provided, however, no contribution, gift, bequest or devise shall be accepted if its use is restricted to the benefit of any particular person, or in such way as to endanger the status of this ALLIANCE under the provisions of Section 501 (c) (3) of the Federal Internal Revenue Code of 1954.
ARTICLE EIGHT Books and Records
The ALLIANCE shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, BOD, Committees having and exercising any of the authority of the BOD, and the Membership Committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the ALLIANCE may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the ALLIANCE shall begin October 1 and close September 30.
ARTICLE TEN Dues
SECTION 1. ANNUAL DUES. The Board of the ALLIANCE may determine from time to time the amount of annual dues payable to the ALLIANCE. Any change in the amount of dues will not be effective until ninety (90) days after the passage of the resolution changing the amount of dues and notification of all members of the revised amount of annual dues.
SECTION 2. PAYMENT OF DUES. Dues shall be payable in advance on or before December 1st of each year. There shall be no proration or reduction in the amount of dues for
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applicants joining the association after December 1st of each year.
SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member is in default in the payment of dues for a period of three (3) months from the beginning of the period for which dues became payable, his membership shall thereupon be terminated automatically unless the BOD shall waive the payment of dues for such member, because of economic hardship.
ARTICLE ELEVEN Waiver of Notice
Whenever any notice is required to be given under the provisions of Tennessee Law or under the provisions of the Articles or Certificate of Corporation or the By-Laws of the ALLIANCE, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE TWELVE Amendment of By-Laws
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a majority of the members of the ALLIANCE present at any regular meeting, or at any special meeting, if written notice is given of intention to alter, amend, or repeal or to adopt new By-Laws at such special meeting, or by mail ballot if so determined by the BOD.
ARTICLE THIRTEEN Miscellaneous
SECTION 1. NET EARNINGS. No part of the net earnings of this ALLIANCE shall inure to the benefit of any Member, Director, or other individual.
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SECTION 2. POLITICAL. This ALLIANCE shall not carry on propaganda, or otherwise attempt to influence legislation, and shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
SECTION 3. TAX EXEMPT STATUS. This ALLIANCE shall not engage in any activity that could in any way, in the opinion of the Board, jeopardize the ALLIANCE's tax exempt status as described in Section 501 (C) (3) and Section 170 (C) to the Federal Internal Revenue Code of 1954 or any corresponding Section prior or future Federal Internal Revenue Code or corresponding Municipal, State, or other Federal statutes.
SECTION 4. DISSOLUTION OF ALLIANCE. In the event of the dissolution of this ALLIANCE, the net assets shall be transferred or conveyed to one or more domestic or foreign corporation, societies or organizations, which are not for profit, and which themselves are exempt organizations as described in Section 501 (c) (3) and Section 170 (c) (2) of the Federal Internal Revenue Code of 1954, or corresponding sections of any prior or future Federal Internal Revenue Code; or to the State of Tennessee or any County or Municipality of the State of Tennessee, for exclusively public purposes.
Tentative By-Laws until organization & non-profit status is official.
At which point (in the future) the edited and adopted by-laws will be posted & available for download.
However in the interest of complete transparency I (Haloka Nukahammi) have opted to post the current bylaws on this day 17, January 2018.