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. The Tribal Secretary, by virtue of position and title, acting as both a liaison for and with the Executive Department and in the capacity of Secretary and Treasurer for the corporation, shall be a member of the Board of Directors and shall have full voting rights.

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 maybe 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.