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Section 1.01. Name. Friends of the Cherokee, Inc..

Section 1.02. Purpose. The Corporation is organized for the following purposes:

1). Commemorate, interpret and educate current and future generations about the removal of Cherokees from their ancestral land as a result of the fraudulent 1835 Treaty which is one of the most regrettable episodes in U. S. History and has become known as the Trail of Tears,

2). Memorialize the Cherokee families by name as recorded in the 1835 Cherokee Nation Census taken in preparation for their removal in which between 25 and 50 percent of these Cherokees perished,

3). Participate in the continuing planning, development and operation of Cherokee Removal Memorial Park which is operated by Meigs County on the Federally(TVA) protected Blythe Ferry site identified by the National Park Service as suitable for interperation of the Trail of Tears National Historic Trail, and

4). Encourage utilization of the Park as a Regional Networking Facility for promoting tourism and educational opportunities at regional sites related to Cherokee History and the Trail of Tears.

Section 2.01. Classes. There shall be four(4) classes of members: Friends, Directors, Program Directors and Honorary Directors. Program Director are appointed by the Directors to be responsible for defined programs and may be Directors or Friends. Friends are voting Board members while serving as Program Directors. Honorary Members are appointed as non-voting advisors to the Board and may also be appointed to serve as Directors.. Shirley Lawrence, Gloria Schoiggins and Shirley Hoskins are appointed as Honorary Directors in recognition of their tireless effort in making the Park possible.

Section 2.02. Qualifications. Membership may be granted to any individual that supports the purposes of the organization..

Section 2.03. Termination of Membership. The Board of Directors(Board), by affirmative vote of two-thirds of all members of the Board, may suspend or expel a Board member except for Directors appointed by other organizations who serve at the pleasure of the appointing organization.

Section 2.05. Dues. Membership dues hall be established by the Board.

Section 2.06. Meetings. The annual membership meeting shall be held, each year in conjunction with the Annual Cherokee Heritage/Crane Days unless changed by the Board. Meetings may be called or changed by the President on 30 days notice by mail, email, telephone or publishing on CherokeeRemoval.org. Meetings shall be conducted using Roberts Rules of Order under the guidance of a Parliamentarian appointed by the President.

Section 3.01. Authority of Directors. The Board is the policy-making body and may exercise all the powers and authority granted to the Corporation by law. The Board may define and delegate a specific area of responsibility to a particular Director with the necessary authority to carry out their responsibility.

Section 3.02. Number, Selection, and Tenure. The Board shall consist of not less than nine(9) Directors. The Board shall be self sustaining. New, replacement or additional Directors are appointed to indefinite terms by majority vote of current Directors. The Meigs County Mayor(or his designate) may appoint two(2) Directors. Two(2) members of the Board are to be nominated by the Friends and elected by the Board to staggered two(2) year terms. Vacancies occurring before the expiration of their term shall be filled by a majority vote of the remaining Directors for the unexpired term.

Section 3.03. Resignation. Resignations are effective upon receipt of written notice by the Secretary.

Section 3.04. Regular Meetings. The Board shall hold at least three(3) Board meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.

Section 3.05. Special Meetings. Special Meetings shall be at such dates, times and places as the Board shall determine.

Section 3.06. Notice. Meetings may be called by the President or at the request of one third(1/3) of the Directors by notice emailed, mailed, or telephoned, to each member of the Board not less than seven(7) days before such meeting. Notices, correspondence, and information to the general membership will be published on CherokeeRemoval.org web site and/or by email.

Section 3.07. Quorum. A quorum shall consist of a majority of the Board attending in person or through teleconferencing.

Section 3.08. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing or by telephone to taking the action.

Section 3.09. Voting by proxy and Participation in Meeting by Conference Telephone. Voting by proxy shall not be allowed. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

Section 3.10. Committees. The Board may, by resolution establish committees and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs or business activities of the Corporation.

Section 3.11. Nominating Committee. The President shall appoint a Nominating Committee, consisting of one Board Member and at least two(2) Friends to recommend Board appointments.

Section 3.12. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.

Section 4.01. Officers. The officers of the Board of directors shall be a President, Vice-President, Secretary, Treasurer, and such other officers as the Board may designate. Any two (2) or more offices may be held by the same person, except the offices of President and Treasurer.

Section 4.02. Appointment of Officers; Terms of Office. The officers of the Corporation shall be elected by the Board for indefinite terns. New Officers may be created and filled at any meeting of the Board.

Section 4.03. Resignation. Resignations of Officers are effective upon receipt by the Secretary of the Board of a written notification.

Section 4.04. Removal. An Officer may be removed by the Board at a meeting, or by action in writing whenever in the Board’s judgment the best interests of the Corporation will be served thereby.

Section 4.05. President. The President will preside at all meetings of the Board . The President shall perform all duties attendant to that office, subject to the control of the Board , and shall perform such other duties as on occasion shall be assigned by the Board.

Section 4.06. Vice-President. The Vice-President will preside at meetings of the Board in the absence of or at the request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board.

Section 4.07. Secretary. The Secretary shall keep the minutes of all meetings of the Boards.. The Secretary shall maintain Membership rolls including name, address, telephone numbers, email addresses and membership status and be responsible for correspondence with members. In the absence of the President and Vice-President the Secretary may conduct meetings.

Section 4.08. Treasurer. The Treasurer shall setup and maintain financial records of contributions and distribution of funds and report to the Board at each regular meeting on the status of the Corporation’s finances. The Treasurer shall be responsible for collection of Membership dues and such other duties that may be assigned by the Board.

Section 4.09. Paid Staff. The Board may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or delegated by the Board.

The Board may establish one or more Advisory Boards or Committees. The size, duration, and responsibilities shall be established the Board.

Records of contributions of money or items of value of which exceeds seventy five(75) dollars shall be maintained by the Corporation identifying the donor, description and estimated value of the contribution. Contributors may remain annomis at their request. Contributions may be made for specific use, such as: The Memorial, Gemology Library, Interpretive Exhibits, or General Fund. Dues and contributions not otherwise defined will go to the General Fund for operation of the Corporation. The Board shall establish polices to appropriate recognize donors commensurate with their contributions.

Section 7.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 - December 31 but may be changed by resolution of the Board.

Section 7.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers Corporation as determined by the Board..

Section 7.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks as directed by the Board.

Section 7.04. Contracts. The Board may authorize one or more Officers to enter into contracts or agreements, for specific purposes, on behalf of the Corporation

Section 7.05. Financial Review Committee. The President shall appoint a Financial Review Committee to review the Corporations financial records and report the results at the annual meeting and oversee the preparation and timely submission of necessary reports to the State and Federal Governments.

Section 7.06 Member Review. Any Member may review the books and financial records of the Corporation by giving two(2) weeks notice and at a time and place to be designated by the Treasurer.

ARTICLE VIII - BOOKS AND RECORDS

Correct books of account of the activities and transactions of the Corporation shall be kept by the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board.

These Bylaws may be amended by a majority vote of the Board, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting..