BY-LAWS OF THE CHALON INDIAN COUNCIL OF BAKERSFIELD


ARTICLE I – Name

The name of our organization shall be the Chalon Indian Council of Bakersfield.

 

ARTICLE II – LOCATION

The Chalon Indian Council of Bakersfield shall be located in the County of Kern, State of California in the City of Bakersfield.

 

ARTICLE III – NON-PROFIT PURPOSE

This corporation is organized exclusively for one or more of the purposes as specified in Section 501 c (3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 c (3) of the Internal Revenue Code.

 

ARTICLE IV – PURPOSE

To develop community resources. To promote and protect American Indian Cultural heritage and traditions. To seek Federal Recognition for our Chalon descendants/tribal members. To assist Native Americans in pursuing higher education and seeking information on their tribal affiliations. To promote health care services for all Native Americans. To serve as guides for deliberation of our Tribal Council.

 

ARTICLE V – MEMBERSHIP

Tribal membership shall consist of the following persons:

  • All persons of Chalon Indian blood whose names appear on the official tribal census rolls of the Chalon Indian Council of Bakersfield
  • All children born to any Chalon tribal member whose name appears on the official tribal rolls of the Chalon Indian Council of Bakersfield
  • All persons who can demonstrate decent from persons of Chalon Indian blood, whose name appears on the official tribal census rolls of the Chalon Indian Council of Bakersfield
  • All persons listed on Bureau of Indian Affairs applications/rolls whose Chalon ancestors appear on the 1851,1860, 1928, 1933, or 1969 lists
  • All persons who can provide legal documentation of Chalon ancestry and who have been accepted and approved by the Membership Committee of the Chalon Indian Council of Bakersfield.

 

ARTICLE VI – CHALON INDIAN COUNCIL BOARD

Section 1.  Number

The Chalon Indian Council of Bakersfield board of directors shall be known as the Chalon Indian Council Board. The Chalon Indian Council Board shall consist of seven (7) board members, six (6) of whom are to be duly elected from among the general Chalon tribal membership to hold the following offices: 1) Council Chairperson  2)  Vice-Chairperson  3) Secretary 4) Treasurer  5) Member at Large 6) Sergeant at Arms. A seventh board member shall be appointed by majority vote of the Chalon Elders Council to serve as and hold the office of Elders Representative.

 

Section 2.  Qualifications of Chalon Indian Board

Any qualified member of the Chalon Indian Council of Bakersfield may announce their candidacy by notifying the Secretary of the Chalon Indian Council (15) days prior to the election. To be eligible, the following criteria must be met:

  • Be of Chalon Indian Blood
  • Be an enrolled member of the Chalon Indian Tribe in good standing
  • Must have attained his/her 25th birthday by the date of the election
  • Be a voting member
  • Demonstrate active involvement in Chalon tribal affairs and activities
  • Submit to and Pass a background check
  • Must be bondable

 

Section 3.  Powers of the Chalon Indian Board                                                                                     

All powers shall be subject to the provisions of the laws of this state, to any limitations specified in the Articles of Incorporation, to these bylaws, and to all legal actions approved and mandated by a qualified vote of the members of the Chalon Indian Tribe. The activities and affairs of the Chalon Indian Council of Bakersfield shall be exercised by or under the direction of the Chalon Indian Council Board in conjunction with the Chalon Elders Council ‘s advice and recommendations.

 

ARTICLE VII.  CHALON INDIAN COUNCIL BOARD DUTIES

Section I.  Chairperson

The Chairperson shall be the chief executive officer of the Board and shall, subject to the specifications of these by-laws, supervise and control affairs of the Chalon Indian Council and the activities of the Board officers. He or she, shall be the official spokesperson of the Chalon Indian Council Board, unless another member is appointed to do so on specific occasions or events. The Chairperson shall perform all duties normally require of and associated with the office and such other duties as may be required by law, the Articles of Incorporation, or as prescribed from time to time by the Chalon Indian Council Board. Except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, the Chairperson shall preside at all meetings of the Chalon Indian Council Board, at all meetings of the general membership, and shall consult with the Chalon Indian Elders Council regarding Chalon Indian Tribal business and affairs, shall consult regularly with heads of committees. and shall, in the name of the Chalon Indian Council of Bakersfield, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Chalon Indian Council Board. In the event that another person is appointed as temporary Chairperson of the Chalon Indian Council Board, all such duties shall transfer to the temporary Chairperson and shall revert back to the Chairperson upon his or her resumption of office.

 

Section 2.  Vice-Chairperson

In the absence of the Chairperson, or in the event of the Chairperson’s inability or refusal to act, the Vice-Chairperson shall perform all the duties of the Chairperson, and when so acting shall have and assure all the powers thereof, and be subject to all restrictions of said office. The Vice-Chairperson shall have other powers and perform other duties as may be prescribed by law, by the Articles of Incorporation, by these Bylaws, or as may be prescribed by the Chalon Indian Council Board.

 

Section 3.  Secretary

The Secretary shall keep and secure at the principal office of the Chalon Indian Council of Bakersfield the original or an official copy of the Bylaws currently in effect. The Secretary shall also keep and secure at said office, or at such other location as the board may determine, a book of minutes of all meetings of the board, and, if applicable, meetings of committees, directors and members. Such records shall note the time and place of the meeting, the type of meeting: regular or special, who and how the meeting was called, how notice of the meeting was given, the names of all persons present or represented at the meeting, and the proceedings of the meeting. The Secretary shall insure that all notices are duly given in accordance with the provisions of these Bylaws, or as otherwise required by law, and shall act as custodian of the records and of the seal of Chalon Indian Council and affix the seal as authorized by law or by the provisions of these Bylaws, onto documents duly executed by the Chalon Indian Council Board. The Secretary shall keep and secure at the principal office of the Chalon Indian Council of Bakersfield a membership book containing the name and address of each and any members and their status whether pending, active, terminated, or deceased, and the date each status was entered into. The Secretary shall enable the exhibit of or otherwise make viewable upon request and within a reasonable amount of time the Bylaws of the Chalon Indian Council of Bakersfield. The Secretary shall perform all said duties and such other duties as may be required by law, by the Articles of Incorporation, or which may be assigned to him or her from time to time by the Chalon Indian Council Board.

 

Section 4.  Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Chalon Indian Council of Bakersfield, and shall deposit all such funds in the name of the Council in such banks, trust companies, or other depositories as shall be selected by the Chalon Indian Council Board. 

The Treasurer shall receive and give receipt for monies due and payable to the Chalon Indian Council of Bakersfield from any source whatsoever, and shall disburse, or cause to be disbursed, the funds of the Council as may be directed by the Chalon Indian Council Board, while taking proper vouchers for all such disbursements. The Treasurer shall keep and maintain adequate and correct accounts of all Chalon Indian Council properties and business transactions, including accounts of assets, liabilities, receipts, disbursements, gains and losses, and shall exhibit at all reasonable times the books of accounts and financial records to any Chalon Indian Council Board member, or upon written request to his or her legal agent or attorney. The Treasurer shall render to the Chalon Indian Council Board, by appointment, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. 

The Treasurer shall prepare or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports, and shall perform all duties particular to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or which may be assigned to him or her from time to time by the Chalon Indian Council Board.

 

Section 5. Member at Large

The Member at Large exercises the same general legislative duties and responsibilities as the other members of the Chalon Indian Council Board. From time to time, other duties or special projects may be assigned by the Board to the Member at Large, in consultation with him or her, which are not covered by the description of duties for the other officers. In the event of a vacancy, or temporary or extended absence by one of the executive officers on the Board (Vice-Chairperson, Secretary, Treasurer), the duties of the absent council member may be assigned to the Member at Large until such time as the vacant position is filled or the absent member returns.

 

Section 6. Sergeant at Arms

The Sergeant at Arms serves as the parliamentarian for the Chalon Indian Council Board. During meetings, he or she ensures that proper procedure is always followed. The Sergeant at Arms keeps order at all Board meetings and meetings of the general membership of the tribe. If other Council members or attendees at any meeting are disruptive, the Sergeant at Arms may warn them, and in extreme cases, ask them to leave or have them removed. The Sergeant at Arms exercises the same general legislative duties and responsibilities as the other members of the Chalon Indian Council Board. From time to time, other duties or special projects may be assigned by the Board to the Sergeant at Arms, in consultation with him or her, which are not covered by the description of duties for the other officers.

 

Section 7. Elders Representative

The Elders Representative serves as the official conduit between the Elders Council and the Chalon Indian Council Board. The Elders Representative exercises the same general legislative duties and responsibilities as the other members of the Chalon Indian Council Board. From time to time, other duties or special projects may be assigned by the Board to the Elders Representative, in consultation with him or her, which are not covered by the description of duties for the other officers.

 

Section 8.  Compensation

The salaries of the officers, if any, shall be affixed from time to time by resolution of the Chalon Indian Council Board. In all instances, any salaries received by officers shall be reasonable and shall be given in return for services actually rendered to or for the Chalon Indian Council of Bakersfield.

 

ARTICLE VIII– COMMITTEES

Section 1. Committees

The corporation shall have such committees as may from time to time be designated by resolution of the Chalon Indian Council board. These committees may consist of persons who are not members of the board and shall act in an advisory capacity to the board.

 

Section 2.  Meetings and Actions of Committees

Meetings and actions of committees shall be governed by, noticed, and held or taken in accordance with the provisions of these Bylaws concerning meetings of the Chalon Indian Council board whenever it is necessary to substitute the committee and its members for the Chalon Indian Council Board, excepting that the time for regular and special meetings of Committees may be fixed by resolution of the Chalon Indian Council board or by the Committee. The Chalon Indian Council board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

 

ARTICLE IX—EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 1.  Execution of Instruments

The Chalon Indian Council Board, except as otherwise provided in these Bylaws, may by

resolution authorize any officer or agent of the Chalon Indian Council of Bakersfield to enter into a contract or to execute and deliver an instrument in the name of and on behalf of the Council, and such authority may be made general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have the power or authority to bind the Chalon Indian Council of Bakersfield by contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

 

Section 2.  Checks and Notes

Except as otherwise specifically determined by resolution of the Chalon Indian Council Board or as otherwise required by law, all checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Chalon Indian Council of Bakersfield shall be signed by the Treasurer and countersigned by a Board designated person or persons.

 

Section 3.  Deposits

All funds of the Chalon Indian Council of Bakersfield shall be deposited in a timely manner to the credit of the Council in such banks trust companies, or other depositories as the Chalon Indian Council Board may select.

 

Section 4.  Gifts

The Chalon Indian Council Board may accept on behalf of the Chalon Indian Council of Bakersfield any contribution, gift, bequest devised for the nonprofit purposes of this corporation.

 

ARTICLE X—CORPORATE RECORDS, REPORTS AND SEAL

Section 1.  Maintenance of Corporate Records

The corporation shall keep at its principal office:

  • Minutes of all meetings of directors, committees of the board, all meetings of members, indicating the time and place of such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
  • Correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
  • A record of its members indicating their names, addresses, and contact information, and, if applicable, the class of membership held by each member and the date of all such memberships.
  • A copy of the Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection, in the presence of an officer or the officer’s designate, by the members at all reasonable times during office hours.

Section 2.  Corporate Seal

The Chalon Indian Council Board may adopt, use, and at will, alter a corporate seal. Such seal shall be kept at the principal office of the Council. Failure to affix the seal to Council instruments, however, shall not affect the validity of any such instrument.

 

Section 3.  Chairperson’s Inspection Rights

Every Chairperson shall have the right at any reasonable time to inspect and to copy, for council use only, all books and records and documents of every kind, and to inspect the physical properties of the Chalon Indian Council of Bakersfield and shall have such other rights to inspect the books, records, and properties of this Chalon Indian Council of Bakersfield as may be required under the Articles of Incorporation, or by other provisions of these Bylaws, and provisions of law. The Chairperson shall be fully responsible to insure that any and all inspected and or copied data or materials be kept secured, confidential, and protected from misuse or improper disclosure. All such copied data or materials when no longer needed shall be destroyed.

 

Section 4.  Member Inspection Rights

Each and every member of the Chalon Indian Tribe shall have the following inspection rights, for a purpose reasonably related to such person’s interests as a member:

  • To inspect, in the presence of the Secretary or the Secretary’s designate, the record of all members’ names and voting rights, at reasonable times, upon written demand to the Secretary of the Chalon Indian Council Board, which demand shall state the purpose for which the inspection rights are requested.
  • To obtain from the Secretary of the Chalon Indian Council Board, upon written demand and payment of a reasonable charge to the Chalon Indian Council of Bakersfield, a list of the names and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the Chalon Indian Council Board or after the date specified therein as of which the list is to be compiled.
  • To inspect, in the presence of the Secretary or the Secretary’s designate, at a reasonable time the records or minutes of the proceedings of the members or of the Chalon Indian Council Board or committees of the board upon written demand on the Secretary of the Chalon Indian Council Board by the member for a purpose reasonably related to such person’s interest as a member.
  • Members shall have such other rights to inspect, in the presence of an appropriate board member or their designate, the books, records and properties of the Chalon Indian Council of Bakersfield as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

 

 

Section 5.  Right to Copy and Make Extracts.

Any inspection under the provisions of these article may be made, in the presence of an appropriate board officer or the officer’s designate, in person or by an agent or attorney and the right to inspection shall include the right to copy and make extracts as specified in the later provisions of these articles.

 

Section 6.  Periodic Report

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members to be so prepared and delivered within the time limits set by law.

 

ARTICLE XI—IRC 501 c (3) TAX EXEMPTION PROVISIONS

Section 1.  Limitations on Activities

No substantial part of the activities of the Chalon Indian Council of Bakersfield shall be the carrying on of

propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section (501) (h) of the Internal Revenue Code), and the Chalon Indian Council of Bakersfield shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Not withstanding any other provisions of these Bylaws, the Chalon Indian Council of Bakersfield shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 c (3) of the Internal Revenue Code, or (B) by a corporation, contributions to which are deductible under Section (170) c (2) of the Internal Revenue code.

 

Section 2.  Prohibition Against Private Inurnment

No part of the next earnings of the Chalon Indian Council of Bakersfield shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Chalon Indian Council of Bakersfield shall be authorized and empowered to any reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Chalon Indian Council of Bakersfield.

 

Section 3.  Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501 c (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

 

Section 4.  Private Foundation Requirements and Restrictions

In any taxable year in which the corporation is a private foundation as described in Section 509 (a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code, 2) shall not engage in any act of self-dealing as defined in Sections 4941 (d) of the Internal Revenue Code, 3)  shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code,  4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code, and 5) shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.

 

ARTICLE XII—AMENDMENT OF BYLAWS

Amendment

Subject to the power of the members to adopt, amend or repeal the Bylaws, of the Chalon Indian Council of Bakersfield and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Chalon Indian Council Board in conjunction with and respect for the Chalon Indian Elders Council’s wisdom and recommendations.

 

ARTICLE XIII—CONSTRUCTION AND TERMS

If there is any conflict between the provision of these Bylaws and the Articles of Incorporation of the Chalon Indian Council of Bakersfield, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holdings. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of the Chalon Indian Council of Bakersfield filed with an office of this state and used to establish the legal existence of the Chalon Indian Council of Bakersfield. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue provisions of any future tax code.