1. Purpose. To create a structured non-profit entity for the benefit of the
indigenous people collectively and commonly known as The United People of
Cherokee Heritage (herein after referred to the UPCH). All actions of the UPCH
shall be directed towards the goals of improving the quality of life of the Native
American 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 be
separate from the UPCN Tribal Council. The Board of Directors shall answer
directly to the Chair.

3. Terms of Office: The term of all Board members shall be as follows:

Positions are permanent until said member resigns, is removed by Council
according to the by-laws, or is elevated to another position.

4. Dismissal: Board Member positions may be terminated by the joint common
decision of the Chair and Co-Chair for failure to attend two consecutive
meetings, failure to perform the responsibilities of their position after one
written warning, or inappropriate representation of the Board. Severe infractions
will result in immediate dismissal based on the joint common decision of the
Chair and Co-Chair.   

5. Corporate Officers:

a. The members of the Board of Directors shall be appointed by the Chair and
shall have full voting privileges. These positions include, but are not limited to,
Co-Chair, Treasurer, Secretary, Legal Advisor, Business Advisor, and other
positions as deemed necessary such as Committee members; however,
Committee members do not have voting privileges.

6. Position Descriptions:

a. The Chair’s position shall be held by the Club President. There will be a vote
taken on issues which will be taken under advisement, however the final
decision rests with the Chair.

b. The Co-Chair shall answer directly to and work closely with the Chair in all
matters pertaining to the Board of Directors.

c. The Secretary, by virtue of position and title, shall take minutes of all official
meetings and shall make same available to the Board of Directors and the Tribal
Council in an expeditious manner.

d. The Treasurer shall oversee the accounting responsibilities.

e. The Legal Advisor’s duties shall include review of all legal documents,
contracts, agreements, grants, and all other financial documents pertaining to
tribal buying/selling, financial donations, media requests, educational requests
and pertinent correspondence. Furthermore overview of all legal issues and
advise Tribal Counsel Board of any legal business, legal proceedings or any
matter that has merit or potential legal transactions.

f. The Business Advisor shall

7. Requirements and Prohibitions:

a. The Board of Directors at no time shall disregard or threaten the welfare of the
citizens of the UPCN 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. 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
Chairman for consideration of remedy and possible replacement of said Board
Member.

d. 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.

e.  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 UPCN whenever possible and feasible.

h.  Furthermore, all laws, regulations and rules of the United States will be
observed at all times in the operation of this entity, including but not limited to,
mandated reporting requirements. Additionally all actions shall be in accordance
with the by-laws of the UPCN 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 entity is
subservient to Tribal Council, which does act in representation of the cumulative
desires and aspirations of the people of the UPCN.

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 UPCN.
BY-LAWS OF THE UNITED PEOPLE OF
CHEROKEE HERITAGE

BOARD OF DIRECTORS
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