The Cherokee Code: Published by Order of the Tribal Council of the Eastern Band of Cherokee Indians

Chapter 55A - Non-Profit Corporations

Sec. 55A-1. Purpose of incorporation and incorporators.

A non-profit corporation may be formed under this chapter for any lawful purpose not involving pecuniary gain to its members or directors and not paying dividends or other pecuniary remuneration, directly or indirectly, to its members as such. The incorporators of any nonprofit corporation shall include at least one member of the Eastern Band of Cherokee Indians who is 18 years of age or older.

(Ord. No. 550, 5-13-1999)

Sec. 55A-2. Corporate name.

The name of any corporation formed under this chapter shall not be the same or similar to any other named corporation formed under this chapter or chapter 55. The name of the corporation shall end with the word "Corporation" or the word "Incorporated" or the word "Limited" or the abbreviation "Corp.", "Inc." or "Ltd."

(Ord. No. 550, 5-13-1999)

Sec. 55A-3. Articles of incorporation.

The incorporators of a nonprofit corporation must file Articles of Incorporation with the Tribal Operations Program of the Eastern Band and pay a filing fee of $75.00 to the Tribal Finance Office as a prerequisite to incorporation. The Articles of Incorporation must be signed by one or more members of the Eastern Band who are 18 years of age or older and may include such terms as the Incorporator(s) deem appropriate. The Articles shall include, at a minimum, the following terms:

ARTICLES OF INCORPORATION

I (We), the undersigned, being (a member)(members) of the Eastern Band of Cherokee Indians and being of full age for the purpose of forming a corporation under and pursuant to the provisions of the Cherokee Code, do hereby adopt the following Articles of Incorporation.

1. The name of the corporation is ______________________________.

2. The purposes of the corporation are as follows:

a. ____________________________________
b. ____________________________________
c. ____________________________________

3. The corporation does not afford pecuniary gain, incidentally or otherwise, to its members.

4. The period and duration of the corporation shall be _________ (number of years) (perpetual).

5. The name of the registered agent, the street address or physical location, and post office address of the registered office of the corporation on the Cherokee Indian Reservation is:
_________________________________________
_________________________________________
_________________________________________
_________________________________________

6. The corporation (does) (does not) have members.

7. The names, post office addresses, and terms of office of the first directors are as follows:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________

8. The names and post office addresses of the incorporators are as follows:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________

IN WITNESS WHEREOF, (I)(we), have hereunto set (my hand) (our hands) this ________ day of _________, 20________.
___________________________
Incorporator
___________________________
Incorporator

Note: Nonprofit corporations seeking certification to receive tax deductible contributions under section 501(c)(3) or other provisions of the Internal Revenue Code must include additional provisions as required by the Internal Revenue Service.

(Ord. No. 550, 5-13-1999; Ord. No. 666, 9-7-1999)

Sec. 55A-4. Certificate of incorporation.

Upon filing the Articles of Incorporation with the Tribal Operations Program and payment of the necessary filing fee, the TOP, if the Articles are in conformity with this ordinance, shall issue a Certificate of Incorporation. The Certificate of Incorporation shall be in the following form:

CERTIFICATE OF INCORPORATION

WHEREAS, Articles of Incorporation duly signed have been filed for record in the Tribal Operations Program of the Eastern Band of Cherokee Indians on the ________ day of _________ 20________, for incorporation of ________________ (name of corporation); and

WHEREAS, the Articles of Incorporation are in conformity with the requirements of the Cherokee Code;

NOW, THEREFORE, I, ________________, Director of the Tribal Operations Program of the Eastern Band of Cherokee Indians do hereby certify that the said ________________ is a legally organized and validly existing nonprofit corporation under the laws of the Eastern Band of Cherokee Indians.

_________________________________
Director, Tribal Operations Program

Upon the issuance of the Certificate of Incorporation, the corporate existence of the corporation shall begin. Certification assures that the corporation is in compliance with the organizational requirements of this chapter, but not that the corporation is in compliance with any other provision of law.

(Ord. No. 550, 5-13-1999)

Sec. 55A-5. Amended articles of incorporation.

A nonprofit corporation may file Amended Articles of Incorporation, upon approval by its Board of Directors and the members, if any. A filing fee of $25.00 shall accompany that filing, and must be paid to the Tribal Finance Office. Provided those amended articles are consistent with this chapter, the Tribal Operations Program shall issue a Certificate of Amendment to the Corporation.

(Ord. No. 550, 5-13-1999; Ord. No. 666, 9-7-1999)

Sec. 55A-6. Bylaws.

A not-for-profit corporation created pursuant to this chapter may adopt such bylaws at it deems necessary and appropriate. Unless there is submitted to the Tribal Operations Program of the Eastern Band a different form of bylaws, the bylaws shall be as follows:

BYLAWS OF _______________________________

ARTICLE I. PRINCIPAL PLACE OF BUSINESS

The principal place of business of the corporation shall be located within the boundaries of the Cherokee Indian Reservation at the registered office of the corporation.

ARTICLE II. MEMBERS (if any)

Section 1. Annual Meetings.

The annual meeting of the members (if any) shall be on the 15th day of the month of January each year at 10:00 a.m. at the registered office of the corporation for the purpose of electing directors and for the transaction of any business which may properly come before a meeting of the members. If the annual meeting is not held at the time above designated, an alternative meeting of the members shall be designated by the president of the corporation.


Section 2. Voting Rights.
Each member (if any) shall be entitled at the meeting of the members to one vote. A majority of the members represented in person or by proxy shall constitute a quorum at the meeting of the members and a majority of all the votes cast at any meeting of the members shall be decisive of any action.


Section 3. Notice of the Meeting.

Notice stating the place, day and hour of the meeting and the purpose for which the meeting has been called shall be given to all members. Written notice stating the place, day and hour of meeting shall be delivered not less than five business days prior to the date of meeting by mail to the members. Notice shall be deemed delivered when deposited in the United States mail.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Powers.

The affairs of the corporation shall be managed by a Board of Directors.


Section 2. Number of Directors.

The number of directors of a corporation shall be not less than five. Each director shall hold office until (a) until his successor has been duly elected and qualified or (b) until his death or (c) until he shall resign or shall have been removed from office by affirmative vote of the majority of the outstanding members or by a two-thirds vote of the full Board of Directors. A director may resign at any time by filing his written resignation with the secretary of the corporation.


Section 3. Meetings.

The annual meeting of the Board of Directors shall be held without any notice other than these bylaws immediately after and at the same place as the annual meeting of the members or immediately after any adjourned session thereof.


Section 4. Special Meetings.

Special meetings of the Board of Directors may be called at the request of the President or any two directors. Notice of the special meeting shall be given to all directors of the corporation personally.


Section 5. Quorum.

The majority of the number of directors in section 2 shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. The act of the majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.


Section 6. Vacancies.

Any vacancies occurring on the Board of Directors shall be filled by affirmative vote of the remaining directors then in office, though less than a quorum of the Board of Directors.


Section 7. Compensation.

The Board of Directors may establish reasonable compensation for all directors for services rendered to the corporation as directors.

ARTICLE IV. OFFICERS

Section 1. Number.

The Board of Directors shall elect a President, Secretary, and a Treasurer, and such officers and agents as they may so desire. Any two offices may be held by the same person.


Section 2. Election.

The officers of the corporation shall be elected by the Board of Directors and shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the shareholders or any adjournment thereof.


Section 3. Removal and Vacancies.

Any officer appointed by the Board of Directors may be removed by the Board of Directors with or without cause. A vacancy in any of the principal offices because of death, resignation, removal or disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term.


Section 4. President.

The President shall be the principal executive officer of the corporation and shall supervise and control all of the business affairs of the corporation subject to the direction and control of the Board of Directors.


Section 5. Secretary.

The Secretary shall:

(a) Keep all minutes of the membership meetings and of meetings of the Board of Directors;

(b) See that all notices are duly given in accordance with the provisions set forth in these bylaws;

(c) Be custodian of the corporate records; and

(d) In general, perform all duties incident to the office of secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the President or by the Board of Directors.

Section 6. Treasurer.

The Treasurer shall be the chief financial officer of the corporation and shall exercise general supervision over the receipt, custody, and disbursement of corporate funds.


Section 7. Salaries.

The salaries of the principal officers shall be fixed from time to time by the Board of Directors. The salaries so fixed must be reasonable in relation to the services rendered.

ARTICLE V. AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the members (if any) at any annual or special meeting of the members. If there are no members, the bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Directors at any annual or special meeting of the Board.

(Ord. No. 550, 5-13-1999)

Sec. 55A-7. Dissolution.

A corporation formed pursuant to this chapter may be dissolved whenever a resolution is adopted by the Board of Directors requesting dissolution, approved by a majority of the members, if any, and a certified copy of the resolution is filed with the Tribal Operations Program of the Eastern Band of Cherokee Indians. The resolution may designate a trustee or trustees to conduct the winding up of the corporation's affairs. The trustee or trustees appointed shall, as speedily as practicable after appointment, proceed to:

(1) Collect all sums due or owing to the corporation;

(2) Sell such assets as are necessary to pay the debts and liabilities of the corporation; and

(3) Pay all debts and liabilities of the corporation.

Any assets remaining after discharging the debts and liabilities of the corporation shall be distributed to another nonprofit corporation organized for the same or similar purposes as the corporation, or to the Eastern Band of Cherokee Indians for public and charitable purposes.

(Ord. No. 550, 5-13-1999)

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