1. Purpose. To create and install a structured non-profit
business entity for the sole benefit of the indigenous people collectively
and commonly known as the Western Cherokee. All actions of the Western
Cherokee, Inc. shall be directed towards the goals of improving the
quality of life of the Western Cherokee people in the areas of education,
health care, economic development, religious and cultural preservation and
education, heritage preservation, tribal owned lands infrastructure and
commerce, sustainable resources management, as well as tribal land
acquisitions and divestitures.
2. Composition of the Board of Directors: The Board of
Directors shall mirror the composition of the Western Cherokee Tribal
Council and Executive Department.
3. Corporate Board Terms of Office: The term of all board
members shall be in every aspect identical to a Board Member’s tenure on
the Tribal Council and/or within Executive Department.
4. Deleted.
5. Corporate officers:
a. The Chief and Deputy shall act as Chairman and
Vice-Chairman; both shall have full voting rights.
b. Each member of the Tribal Council shall serve as a
board member with full voting rights.
c. There shall be a Secretary and Treasure which may be
held by the same person Secretary and Treasure will not have voting
rights. The Secretary and Treasure shall also be responsible for filing
all financial reports, resolutions, documents and other information with
the Western Cherokee Tribal Secretary.
6. Requirements and Prohibitions:
a. The Board of Directors at no time shall disregard or
threaten the welfare of the citizens of the Western Cherokee in deed,
action, goal or purpose.
b. The Board of Directors shall meet as necessary to
discuss and conduct business in the benefit of the people, but in no case
shall one hundred twenty (120) days or more pass between full meetings of
the Board of Directors.
c. A quorum shall be considered three-fifths of the
sitting board. Should a sitting Member of the Board of Directors be absent
for two consecutive meetings, regardless of cause, such circumstance shall
be reported without malice to the Tribal Government for consideration of
remedy and possible replacement of said Board Member.
d. The Tribal Secretary/Corporate Secretary shall take
minutes of all corporate meetings and shall make same available to the
Executive Branch and the Tribal Council in an expeditious manner.
e. The Board of Directors shall have full and unfettered
access to members of the Western Cherokee Tribal Government during normal
business hours, and should not hesitate to consult with same in any
emergent circumstance, regardless of hour or day.
f. At no time shall expenditures be in excess of the
budgetary boundaries as set by Tribal Council, without the prior informed
consent and vote of a simple majority of Tribal Council, nor shall land or
other properties be acquired by any method, which could be reasonably
expected to incur a liability of any nature without prior Tribal Council
approval.
g. Should the Board of Directors find it necessary to hire
personnel or contract for services, such hiring or contracting should be
accomplished utilizing citizens of the Western Cherokee whenever possible
and feasible. In those circumstances that the cost of hiring or
contracting citizens of the Western Cherokee or Western Cherokee owned
firms may be up to five percent (5%) greater than hiring or contracting
non Western Cherokee persons or firms, preference will still be given to
citizens of the Western Cherokee or Western Cherokee owned firms.
h. Furthermore, all laws, regulations and rules of the
United States and the State of Missouri relating to corporate matters will
be observed at all times in the operation of this corporation, including
but not limited to, mandated reporting requirements. Additionally all
actions shall be in accordance with the Constitution for the Western
Cherokee and shall be in accordance with all laws and traditions of same.
i. Therefore, be it known, that at all times, and in every
matter, the corporation is subservient to Tribal Council, which does act
in representation of the cumulative desires and aspirations of the people
of the Western Cherokee.
7. Changes: Changes to the above may only be made with the
informed consent and majority vote of the Tribal Council, representing the
people of the Western Cherokee.
