Bylaws of the Allottees Association and Affiliated Tribes of the Quinault Reservation
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ARTICLE I. Name of Corporation:
The full name of the corporation is “Allottees Association and Affiliated Tribes of the Quinault Reservation.” Registered trade names of the corporation are:
A. Allottees Association and Affiliated Tribes of the Quinault Reservation
B. AA&AT C. Quinault Allottees Association
D. Indians of the Quinault Reservation (return to top)
ARTICLE II. Object of the Corporation:
A. The corporation is organized exclusively for charitable, scientific, literary or educational purposes within the meaning of section 501(c)(3) of the United States Internal Revenue Code.
B. Notwithstanding any other provision of these articles, the corporation shall not, except to an insubstantial degree, engage in any activities, or exercise any powers not in furtherance of section 501(c)(3) purposes.
C. Upon winding up and dissolution of the corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to an organization which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code.
D. The corporation will promote and inform Indian allottees of the Quinault reservation and their prospective heirs concerning the rights, benefits, responsibilities and cultural heritage associated with their trust allotments.
E. The corporation will provide Indian allottees of the Quinault reservation and their prospective heirs a forum for communication and understanding between themselves and with other interested persons, groups, organizations, or governmental entities.
F. The corporation will seek to represent the collective best interests of all Indian allottees of the Quinault reservation and their prospective heirs regardless of their tribal affiliation or lack thereof. (return to top)
ARTICLE III. Authority for the Corporation:
A. The organization is incorporated as a Washington Nonprofit Corporation pursuant to RCW 24.03.025 of the Washington Business Corporation Act. Initial Articles of Incorporation were filed on December 26, 1996 with the State of Washington, Secretary of State.
B. The corporation has been established as a result of the Treaty of Olympia, 12 stat. 971, which was signed and sealed by Isaac I. Stevens, governor and superintendent of Indian affairs and chiefs, headsmen and delegates of tribes and bands of Indians at Olympia, January 25, 1856, and on the Quinaielt River, July 1, 1855; and signed into law by the President James Buchanan on April 11, 1859.
Under the Treaty of Olympia a reservation of about 10,000 acres at the mouth of the Quinaielt River was provisionally selected, but was enlarged by the Executive Order of November 4, 1873 signed by President Ulysses S. Grant, and other actions of the Government of the United States of America. This reservation currently contains about 220,000 acres and is commonly known as the Quinault Reservation. The Executive Order of November 4, 1873 enlarged the reservation and ordered the tract known as the Quinault reservation “be withdrawn from sale and set apart for the use of the Quinaielt, Quillehute, Hoh, Quit, and other tribes of fish eating Indians on the Pacific coast.” In 1905 the Federal Government began to allot the Quinault Reservation in trust to individual Indians under the General Allotment Act of 1887 as amended, the Quinault Allotment Act of March 4, 1911 and the Court case United States v. Payne, 264 U.S. 446, 449 (1924) until the entire Reservation had been divided into 2,340 trust allotments by 1935. Section 5 of the General Allotment Act provided that the United States would hold the allotted land for 25 years “in trust for the sole use and benefit of the Indian to whom such allotment shall have been made.” The period during which the United States was to hold the allotted land was extended indefinitely by the Indian Reorganization Act of 1934, ch. 576, Section 2, 48 Stat. 984, 25 U.S.C. Section 462. The Indian Reorganization Act of 1934 provides authority “to conserve and develop Indian lands and resources to extend to Indians the right to form business and other organizations; to establish a credit system for Indians; to grant certain rights of home rule to Indians; to provide for vocational education for Indians; and for other purposes.” There is no requirement for individual Indian allottees of the Quinault Reservation and their heirs to remain affiliated with any Indian tribe or band. The corporation recognizes that individual Indian allottees of the Quinault Reservation are affiliated with Federally recognized Indian tribes, non-Federally recognized Indian tribes, or no Indian tribe. (return to top)
ARTICLE IV. Membership:
A. The corporation is initially established with officers and a board of directors without members, but these bylaws may be amended at a later date by a vote of the board of directors to provide the following categories of members:
1. A regular member shall be an Indian holding trust property on the Quinault reservation, regardless of tribal affiliation. Regular members shall include individuals with original trust allotments or the Indian heir of an original allottee. All Indian heirs who have received allotments or portions of allotments on the Quinault reservation in trust by inheritance or bequest shall be regular members. An Indian who receives an allotment or portion of an allotment in trust from an Indian allottee as the result of a gift or purchase does not become eligible to become a regular member until the death of the Indian allottee who granted the gift or purchase. If an Indian or non-Indian owns an allotment or portion of an allotment on the Quinault reservation which is not in trust, and all of that interest in the allotment is retuned into trust then the Indian who obtains the allotment in trust becomes a regular member.
2. An heir member shall be a prospective lineal descendent heir of an Indian with trust property on the Quinault reservation and all Indians who have received allotments in trust by gift or purchase prior to the death of the donee or seller.
3. A tribal representative is selected by an Indian tribe affiliated with the Quinault reservation by the Treaty of Olympia, the Executive Order of 1873, the U.S. Supreme Court case Halbert v. United States, the Quinault Allotment Act of 1911, and other tribes or bands representing Indian allottees with land in trust on the Quinault reservation. Each tribe, whether federally recognized or not, may have one person represent the interests of that tribe at each general membership meeting or meeting of the board of directors. The corporation recognizes the following tribes as having the right to provide a representative to speak at meetings of the general membership or meetings of the board of directors: Ozette, Queets, Chinook, Shoalwater, Chehalis, Quileute, Quinault, Cowlitz, and Hoh. Other Indian tribes or bands may petition the board of directors of the corporation for authority to have a tribal representative. (return to top)
ARTICLE V. Registered Agent and Registered Office:
A. The corporation shall continuously have a registered agent who is a Washington resident or a Washington domestic corporation and maintain a registered office in the state of Washington in accordance with RCW 24.03.050. The registered office need not be the same as the principal office of the corporation.
B. The corporation may change its registered office or change its registered agent or the registered agent may resign in accordance with the procedures prescribed in RCW 24.03.055. (return to top)
ARTICLE VI. Officers:
A. The president shall be the vice-chair of the board of directors, or other member of the board of directors selected by a majority vote of all the members of the board of directors, not just those directors present at a particular meeting. The term of office for the president shall be two years, with the possibility of reelection for two additional consecutive terms. After six consecutive years in office the president is not eligible for reelection to that office for at least two years.
B. The executive vice president shall be an individual selected by a majority vote of all directors. The term of office for an executive vice president shall be two years with no limits on the number of consecutive years in office.
C. Two additional vice presidents may be may be selected by a majority vote of all directors for special tasks and special terms of office as determined by the board of directors.
D. The secretary shall be a member of the board of directors and be selected by a majority vote of all directors. The term of office for the secretary shall be two years with no limits on the number of consecutive terms.
E. The treasurer shall be a member of the board of directors selected by a majority vote of all directors or another individual selected by no less than two thirds of all members of the board of directors. The term of office shall be two years with no limits on the number of consecutive terms.
F. Any officer of the corporation may be removed by a vote of two-thirds of the directors in office whenever in their judgement the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
G. The chairman of the board of directors may appoint an interim officer to fill a vacancy pending selection of a new officer by a majority vote of the directors in office. (return to top)
ARTICLE VII. Meetings:
A. An annual meeting of Indian allottees of the Quinault reservation, their prospective heirs, and representatives of Federally recognized and non-Federally recognized Indian tribes that claim an affiliation with the Quinault reservation and/or the Treaty of Olympia, 12 stat. 971 shall be held once each year at a time and place announced by the corporation board of directors.
B. The secretary of the corporation shall provide a registration system of Indian allottees of the Quinault reservation, their prospective heirs and tribal representatives, and may charge an initial and annual fee for issuance and maintenance of such identification.
C. Notice of the time, location, and anticipated agenda of the annual meeting or special meeting shall be announced in a newsletter or other written or printed notice deposited in the United States mail not less than ten nor more than fifty days before the meeting by or at the direction of the president, or the secretary, or the officers to each person entitled to vote to their address on file with the corporation and to a mailing list of other interested persons, groups, organizations, or governmental entities.
D. Individuals registered as allottees with the secretary of the corporation may make motions, fully participate and vote in the election of directors, and in all other matters presented at an annual or special meeting.
E. Individuals registered as heirs with the secretary of the corporation may make motions and fully participate in all matters presented at an annual or special meeting but may only vote in the election of directors.
F. Tribal representatives may make motions and fully participate in all matters presented at an annual or special meeting, but may not vote in their capacity as a tribal representative.
G. Other persons, groups, organizations, or governmental entities may participate, but not vote, in annual or special meetings at the discretion of the president or other presiding official.
H. Regular meetings of the board of directors shall be held between the annual meetings of Indian allottees of the Quinault reservation, their prospective heirs, and representatives of Federally recognized and non-Federally recognized Indian tribes that claim an affiliation with the Quinault Reservation and/or the Treaty of Olympia, 12 stat. 971.
I. Notice of regular meetings of the board of directors shall be in newsletters or other written or printed notice deposited in the United States mail to the addresses on file with the corporation of all directors, allottees, heirs and tribal representatives after the annual meeting and at least ten days before the next succeeding regular meeting.
J. Allottees, heirs and other interested persons, groups, organizations, or governmental entities may submit written comments or motions to any member of the board of directors for consideration at a regular meeting of the board of directors and may participate in a meeting of the board of directors at the discretion of the chairman of the board of directors or other presiding official. Attendance at an executive session of the board of directors may be limited to members of the board of directors and other individuals approved by the chairman of the board of directors.
K. Directors may vote at all meetings of the corporation in person, by proxy executed in writing by the member or by a duly authorized attorney-in-fact. Only a director, including an ex officio director, may be a duly authorized attorney-in-fact for another director.
L. Individuals registered with the corporation as allottees or heirs with the secretary of the corporation may vote at annual and special meetings of the corporation in person, by proxy executed in writing by the individual or by a duly authorized attorney-in-fact. Only a director or individual registered with the corporation as an allottee or heir may be a duly authorized attorney in fact for an allottee or heir.
M. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. N. A quorum of five directors is required at any meeting of the board of directors. (return to top)
ARTICLE VIII. Board of Dircctors:
A. The affairs of the corporation shall be managed by a board of directors.
B. The fifteen members of the initial board of directors shall hold office until an election at the annual meeting during 1998, or until resignation, or until removed for cause. Each director must be an allottee of the Quinault Reservation or prospective heir of such an allottee on the date of election. No more than four (4) prospective heirs shall be elected as directors. At the annual meeting during 1998: 1. Five (5) directors shall be elected to three (3) year terms; 2. Five (5) directors shall be elected to two (2) year terms; and 3. Five (5) directors shall be elected to one year terms.
C. As terms of directors expire following the election at the annual meeting during 1998 future terms of office shall be for three (3) years.
D. Unless otherwise specified by the board of directors, each officer of the corporation who is not otherwise a member of the board of directors shall be an ex-officio member of the board of directors. When an ex-officio member of the board ceases to hold the office entitling the individual to such membership, then the membership on the board terminates automatically.
E. A chairman (optionally, chairwoman, or chair) of the board of directors shall be a director selected by a vote of the majority of the directors in office for a term to match the remainder of the elected or appointed term of the individual selected. There shall be a limit of eligibility of two consecutive terms or six consecutive years for an incumbent followed by at least two years before possible reelection to this position.
F. A vice-chair (no optional wording) of the board of directors shall be a director selected by a vote of the majority of the directors in office for a term of two years. There shall be a limit of eligibility of six consecutive years for an incumbent followed by at least two years before reelection to this position. The vice-chair will normally be the president of the corporation, unless another individual is selected by a majority vote of the directors in office.
G. Any director of the corporation may be removed by a vote of two-thirds of the directors in of office whenever in their judgement the best interests of the corporation will be served thereby. The removal of a director shall be without prejudice to the contract rights, if any, of the director so removed. Election or appointment of a director shall not of itself create contract rights.
H. Any unexpired term vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining board. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor. (return to top)
ARTICLE IX. Committees:
A. The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint committees.
B. Pursuant to RCW 24.03.115 each committee shall consist of two or more directors. Additional committee members do not have to be directors. Each committee member shall receive an individual appointment letter signed by the chairman or vice-chair of the board of directors which names the committee chairperson and provides a copy of the appropriate resolution establishing the committee.
C. To the extent provided in a resolution establishing a committee, in the articles of incorporation or in the bylaws of the corporation, a committee shall have and exercise the authority of the board of directors in management of the corporation; provided, that no such committee shall have the authority of the board of directors in reference to limits of authority specified in RCW 24.03.115. (return to top)
ARTICLE X. Parliamentary Authority:
A. The corporation shall use RobertÕs Rules of Order Newly Revised. 9th Edition, 1990 or a more current edition as the manual of parliamentary procedure that the corporation is to follow.
B. The president of the corporation may appoint a parliamentarian to assist in preparation of a complicated agenda for an annual meeting or a special meeting and/or to serve as an adviser to the president or other presiding official at such meetings. If the president desires a parliamentarian and is unable to find a volunteer to provide parliamentary advice, the matter may be brought to the board of directors for discussion and possible authority to provide compensation for a professional parliamentarian. If an individual has voting rights at a meeting while serving as a parliamentarian, then that individual may not exercise those voting rights while serving as a parliamentarian, may not discuss an opinion on any matter discussed, and must display objectivity in points of order and opinions expressed to the president or presiding official. (return to top)
ARTICLE XI. Amendment:
A. The articles of incorporation and bylaws may be amended as desired or required by law but may only contain provisions which are lawful.
B. The articles of incorporation and bylaws may be amended pursuant to the procedural requirements of RCW 24.03.165 and 24.03.170, 24.03.175, and 24.03.180. (return to top)
Adopted this date: September 20. 1997
