BYLAWS
of
THE UNITED CHEROKEE FOUNDATION INC.


                                                                                   ARTICLE I.

Section 1. Definitions:

The UCF Inc.

Shall mean United Cherokee Foundation Inc., a nonprofit, Oklahoma corporation:

Director:  

Shall mean a member of the Board of Directors of  The United Cherokee Foundation Inc. to be chosen/elected from the field of members.

Officers:

Officers of the Board shall consist of a (CEO) Chief Executive Officer Chair., Co-Chair. Deputy CEO/Secretary,  Registrar  and Treasurer.

Members :

There shall be a general class of members, they will be Individual Cherokee people that are recognized as a Cherokee National as a descendant of the original Cherokee Nation Citizens on the Dawes Rolls, as members of the Cherokee Nation of Oklahoma (CNO) or the United Band of Cherokee Indians in Oklahoma (UKB). And their Non Cherokee spouses as Cherokee Nationals as with old Cherokee law, membership shall be without regard to number of members, their place of residence, blood degree or race.The term of membership shall be as the Foundation, perpetual and with rights of descendant inclusive. Our goal is to one day reorganize as a Group of Cherokee as a Cherokee Government of, by, and for the Cherokee People..

Employee:

The Board shall employ a Personal Director, with workers as needed,  i.e. drivers, clerks, warehouse workers and maintenance people for the operation of the Foundation as a  business,  for such terms and at such salary, as shall be fixed by the Board. of  directors The UCF Inc. and shall be charged with the general operations of  The UCF Inc. the Personal Director shall act and operate under the Directions of the Board of Directors.

Public Relations, Media Director:

The Board shall appoint a Media and Public Relations Director, who shall be charge with presenting the UCF Inc. image as positive as possible with direction from the Board of Directors..

Section 2. Objectives, Purpose and Funding:

a. The Objective of this organization shall be to plan, evaluate, implement, administer, and operate programs. The Purpose of the organization to assist in and promote the Culture of the Cherokee people and to promote and study the heritage of people for the general benefit and good in the community, within the nation of the Cherokee and to improve the quality of life, to promote cultural events, and to preserve the heritage of the Cherokee People.  In carrying out its purpose, the organization may seek out Funding and accept voluntary contributions, obtain city, county, state and federal government grants, awards or other funding, public funding, private funding and grants, awards or other funding from private or public charitable organizations and foundations.

   b . To buy, rent or lease land and/or building for offices, warehouse, meeting places,  and to buy equipment necessary    for the operation of the Foundation.

    c. To offer aid to the general welfare of people with needs and other support for survival in life, with counseling, and aid to the general welfare of Cherokee family members and any other persons or person in distress or need within the Cherokee Nation boundary.

    d. To expend such funds as may be necessary to fulfill the aims and purposes of this Foundation and as may be lawful or required according to the laws and statutes of the United States and or the State of Oklahoma.

                                                                                  ARTICLE II
                                                                          PRINCIPAL OFFICE

The principal office of The United Cherokee Foundation Inc.  shall be located at 14013 N. 524 Road, Tahlequah, Cherokee County, Oklahoma 74464 and additional offices may be established as the Board of Directors so deem necessary.

ARTICLE III
BOARD OF DIRECTORS

Section l. Composition.

The Board of Directors of The United Cherokee Foundation, Inc. shall be at least five (5) elected members or as many as may be deemed  necessary by the Board of Directors of the UCF Inc. The duration of service on the Board of Directors shall be for a period of four (4) years or any period extending beyond four years until their successor has been seated.

Section 2. Meetings.

 Meeting of the Board shall be held at 14013 N. 524 Road, Tahlequah, Cherokee County, Oklahoma, 74464 or at such other places as may from time to time be specified by the Board. Members of The UCF Inc. may participate in a meeting through use of conference telephone or similar communications equipment, or a meeting may be conducted by electronic mail with agreement to this by the board. All meetings shall be at such dates, times and places, as the CEO and board of directors  shall determine. The CEO and board of directors will meet as required, in person or by phone or other electronic transmission for the conducting of day-to-day business of The United Cherokee Foundation Inc.

Section 3. Special Meetings.

Special meeting of the Board may be held upon the call, in writing, of the CEO or on call of not less than a simple majority of the Board, by mailing written notice thereof to each Board Member at least ten (10) days in advance of the meeting.  Such call shall specify the time, place and purpose of the special meeting and the items of business to considered thereat:  PROVIDED, that at any meeting at which a quorum is present, the Board may, by vote of the majority of the members present, take up and dispose of other matters  of business not included in the call.  Notice shall be deemed to have been waived by all members present at a special meeting.

Section 4. Quorum.

Simple majority of the Board shall constitute a quorum of the Board at any meeting, regular or special, but less than a quorum may adjourn any meeting from time to time until a quorum shall have been present.

All meetings will be UCF Inc.  meetings to be held as determined by the CEO a simple majority of the board of Directors shall be required, and shall constitute a quorum for transaction of business at a UCF Inc. meeting. All decisions will be by consensus or a simple-majority vote of those present at any meeting.  If less than a majority of the board of Directors is in attendance at roll call by the Secretary , the Chair shall adjourn the meeting without further notice. Should a meeting fail to garner a quorum, business can be discussed but no voting can occur.

Section 5. Required Meeting.

The Board must meet annually for the purpose of discussing the regular business of the corporation.
Section 6. Majority Vote.

The affirmative vote of the simple majority of the Board in attendance when a quorum is present shall be sufficient for the transaction of any and all day to day business of the UCF Inc.business by the Board, unless these bylaws specifically provide otherwise.

ARTICLE IV
    DUTIES OF OFFICERS

Section 1. Terms of Office and Membership.

The term of office of all officers of said corporation shall be for four years and until their successors shall have been selected.

Section 2. Compensation

No member of the Board may be compensated for services as a director EXCEPT, expenses necessarily and properly incurred for the purpose of attending meetings, performing duties assigned by the Board and for unusual or extraordinary services.

Section 3. Vacancies.

Vacancies on the Board shall be filled by majority vote of the Board of the unexpired term of said vacancy.

Section 4. Attendance Requirement.

a.  Members of the Board shall be subject to termination as a member of the Board in the event such member is absent without excuse approved by the Board of more than one half (1/2) of the special and regular meetings of the Board held in any consecutive one-year period.

b. In the event any Board member shall fail in attendance as herein above required, the Secretary of The United Cherokee Foundation, Inc., shall so certify said Director's failure to attend and such written certification shall automatically and forthwith effect a removal of such Director from the Board.

Section 5. Duties of Officers.

The various officers shall have those duties, powers, privileges and responsibilities traditionally reserved to the respective offices and such other powers, duties, privileges and responsibilities as may be assigned them by the Board.

ARTICLE V
OTHER COMMITTEES
Section l. Provision.

The Board of Directors may from time to time appoint such committees as said Board may determine desirable.  Such committees so appointed shall have the rights, powers, privileges, duties and responsibilities shall be prescribed and delegated by the Board.

ARTICLE VI
AGENTS, REPRESENTATIVES, EMPLOYEES
Section l. Provision.

The Board of Directors may appoint and/or employ such agents, representatives and/or employees of The United Cherokee Foundation Inc. which agents, representatives or employees shall have and possess such powers and shall have the capacity to perform such acts or duties on behalf of The United Cherokee Foundation Inc. as the Board of Directors may see fit to authorize so far as may be consistent with these bylaws and the extent authorized or permitted by law.

ARTICLE VII
CLAIMS AND DISBURSEMENTS
Section l. General Authority.

All claims against The United Cherokee Foundation Inc. shall be presented to the Board of Directors.  No disbursement upon any claim or expense shall be made except by the Executive Director, the Secretary-Treasurer or such other officer or employees as may be from time to time designated by the Board.  The signatures of the Executive Director and either the Secretary-Treasurer or such other officer or employee as may be from time to time designated by the Board are required for authorization of payment or upon any check in payment of any claim or expense, provided the Executive Director is authorized to incur expenses and make disbursements pursuant to previously budgeted items if the Board has previously approved such budget.

Section 2. Small Items.

 The Board may authorize and/or direct the disbursement by the Treasurer of expenditures not in excess of $2,500 under such terms and conditions as the Board may direct.

Section 3. Tax Exempt Status.

No disbursement shall be made of The United Cherokee Foundation Inc. funds which is or may be contrary to The United Cherokee Foundation's tax exempt status.

Section 4. Advance Approval.

The Board may authorize in advance, expenditures to be made under such terms and conditions as the Board may direct.
ARTICLE VIII
BOOKS AND RECORDS
Section l. Provision.

The Board shall provide for a system of books and records to be kept in accordance with generally accepted and recommended accounting principles.  Said books and records shall give a clear, accurate, full and detailed account of all fiscal dealings of The United Cherokee  Foundation Inc.

Section 2. Inspection.

Such records shall be kept on file at all times in the office of The  United Cherokee Foundation Inc. and shall be open for inspection during business hours by members and interested government officials.

                                                                                    ARTICLE  IX
                                                                                AMENDMENTS
Section l. Board.

The Board of Directors shall have power to make, alter, amend and repeal these bylaws or any part thereof by affirmative vote of a simple majority of a quorum of said Board.  PROVIDED, that any alteration, amendment, repeal or change in said bylaws shall not be effective unless written notice, given in accordance with these bylaws of such alteration, amendment or repeal, has been given to the members of the Board

                                                                                    ARTICLE  X
                                                                               TITLE TO ASSETS
Section 1. Title

 Title to the corporate estate and assets of The United Cherokee Foundation Inc. shall be taken and held in the name of The  United Cherokee Foundation, Inc.

Section 2.  Dissolution

Upon dissolution of The United Cherokee Foundation, Inc. the assets of The United Cherokee Foundation Inc. shall be transferred to another qualified nonprofit institution.

ARTICLE XI
GENERAL GRANT OF AUTHORITY
Section l. The Board.

The Board shall and does have the general authority to do and perform all acts necessary or proper to effectuate the purposes of The United Cherokee Foundation Inc. not inconsistent with these bylaws, the laws of the State of Oklahoma or the maintenance of the status of the corporations as a tax exempt entity under applicable Internal Revenue Code provisions.

ARTICLE   XII
RULES OF ORDER
Section l. Rules.

All meeting of the Membership, Board and or Committee shall be governed by Rules or procedure as prescribed by the Board.

CERTIFICATION


The undersigned Secretary of The United Cherokee Foundation Inc. a nonprofit Oklahoma corporation, does hereby and herewith certify that the above and foregoing bylaws are a true and complete copy of the bylaws of The United Cherokee Foundation Inc. and were adopted in accordance with and pursuant to the Articles of Incorporation and the bylaws of The United Cherokee Foundation Inc.

Approved and signed  this the 8th day of October, 2007 in Tahlequah Oklahoma.

                                                                                                                        By: John Cornsilk 

                                                                                                                        ______________________

                                                                                                                        Founding Member