January 1998

YA-KA-AMA INDIAN EDUCATION AND DEVELOPMENT, INC.

BY-LAWS

ARTICLE I

Name

Name

The official name of the Corporation shall be Ya-Ka-Ama Indian Education and Development, Inc. Hereafter referenced as Ya-Ka-Ama means “Our Land” in the Pomo Kashaya language.

ARTICLE II

Territory/Office/Jurisdiction

Location/Territory/Jurisdiction

Ya-Ka-Ama Indian Education and Development, Inc. is located at 3215 Eastside Road, Forestville California, on 125 Acres.

ARTICLE III

Purpose

Ensure the security and lives of the Native Community in Education and Cultural values. Enhance the lives of the Native Community including Elders, Children and Native Community.

 ARTICLE IV

General Membership

Qualifications of Members

1. All members of this corporation shall be of American Indian descent who are at Least eighteen (18) years of age, who reside in Sonoma, Lake, Mendocino or Marin County, and who demonstrate an interest in the improvement in the education of American Indians.

2. All members who register to vote at Ya-Ka-Ama are entitled to one (1) vote in Elections and on matters submitted to the general membership

ARTICLE V

Meetings

General Membership Meetings

1. General membership meeting will be held in October of each year.

2. Special membership meetings may be called at the discretion of the Board of Directors.

3. Notice of meetings shall be by the most expedient manner.

General Membership Quorum

1. Twenty five (25) members in attendance shall constitute a quorum for General Membership meetings.

2. Membership meetings shall be governed by these By-Laws.

ARTICLE VI

Board of Directors

Governing Body

The Governing body of Ya-Ka-Ama Indian Education and Development, Inc. shall be the board of Directors and the members of the Board shall be called Directors.

Qualifications of Directors

Any member of the corporation who is eligible to vote may become a Director in accordance to Article VIII, Election of Board of Directors.

Number of Directors

The regular Board of Directors shall consist of the four officers; Chairperson, Vice Chairperson, Secretary and Treasurer; and four (4) Members-At-Large.

Term of Office

The terms of office for members of the board of Directors shall be staggered, with four (4) members elected each year to serve for two (2) year terms.

Vacancies

Vacancies that my occur from resignation, removal or death of a Director, shall be filled at the next regular Board of Directors meeting by the Chairperson and approved by a vote from the general membership.

Removal Directors

1. Any Director, whether an office or Member at Large, may be removed from office, for a specific cause, that was/is detrimental to the community and Ya-Ka-Ama, , by a recommendation of the Board of Directors and a majority vote by members in attendance at a General membership meeting.

2. Any Director who is absent from any two consecutive General Membership or Board of Directors meetings, specific or otherwise, without noticed cause is subject to be removed.

ARTICLE VII

Powers of the Board of Directors

Administration

The Board of Directors shall conduct the overall management and control of the corporation affairs, except as otherwise specified in these By-Laws through the Administrative Policies and Procedures developed and adopted by the Board of Directors.

Personnel

The Board of Directors shall have the power to hire and dismiss all personnel, except as otherwise specified in these By-Laws and within the State Personnel Regulations, through the Personnel Policies and Procedures developed and adopted by the Board of Directors.

Fiscal

The Board of Directors shall have the power to manage all monies, authority to sign contracts and enter into agreements for Ya-Ka-Ama Indian Education, except as otherwise specified in these By-Laws through the Fiscal Policies and Procedures developed and adopted by the Board of Directors

ARTICLE VIII

Election

Board of Directors

Board of Directors shall be elected by the general membership at the annual Election on the last Saturday in February.

Nomination/Election Committee

The Nomination Committee will be appointed by the Chairperson at the meeting prior to the Nomination Meeting in January of each year. The Nomination Committee will accept nominations to the Board of Directors at the Community Nomination Meeting. All candidates must submit a Declaration of intent to be placed on the slate of candidates.

Community Nomination Meeting

The Nomination Committee will accept nominations to the Board of Directors at the Community Nomination Meeting at least three (3) weeks before the Annual Election on the last Friday in January. of each year.

Declaration of Intent

All nominees shall submit a Declaration of Intent to verify acceptance of the nomination. Verified Candidates will be included on the Slate of Candidates and be placed on the ballot for the Election in February.

Board of Directors Election

Election will be held at Ya-Ka-Ama The polls will open between 10:00 a.m and 4:00 p.m. Voters will be given a written ballot that will include the established slate of candidates. who have submitted a Declaration of Intent.

Registration

All Voters must register on the day of the election by declaring eligibility and signing the Election Roster. Ballots will be counted immediately after the polls close at 4:00 p.m. by the Nomination/Election Committee..

Results/Count of Ballots

Results of the Election will be declared and posted at Ya-Ka-Ama. Elected Board of Directors will be officially seated at the next regular Board of Directors Meeting.

ARTICLE IX

Officers

Election of Officers

The Board of Directors shall elect the officers of Ya-Ka-Ama From the Board of Directors at the first regular Board of Directors meeting in March of each year.

1. The officers of the corporation shall be the Chairperson, Vice Chairperson, Secretary and Treasurer. The remaining four (4) Directors will be Members at Large.

2. Officers shall serve for a one (1) year term.

Duties of Officers

1. Chairperson The Chairperson shall have general supervision, direction, and control of the business and affairs of the corporation. He shall preside at the membership and Director’s meetings, and have such other powers and duties as shall be prescribed from time to time by the Board of Directors. The President shall have the power to appoint any Board vacancies.

2. Vice-Chairperson. The Vice Chairperson shall perform all the duties of the President in his absence and other duties as shall be prescribed from time to time by the President or the Board of Directors.

3. Secretary. The Secretary shall keep a record of the preceding of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary shall certify contracts, agreements, and grants in the name of the Corporation, Ya-Ka-Ama Indian Education and Development, Inc.

4. Treasurer The Treasurer shall collect and receive all monies and funds for the corporation and deposit them in the bank designated by the Board of Directors. The Treasurer shall cause to oversee audits, contracts agreements and grants onbehalf of the Corporation, Ya-Ka-Ama Indian Education and Development, Inc.

Board of Directors Meetings

1. Regular Meetings. Regular meetings of the Board shall be held on the first Monday of each month.

2. Special Meetings. Any special meetings of the Board may be called by the Chairman or four (4) members of the Board.

3. Notice Notice of the Special meeting shall be sent to all Directors not less than twenty-four (24) hours before the meeting is held.

4. Quorum One-half plus one (51%) of the Board of Directors (not including vacancies) shall constitute a quorum for the transaction of business.

5. Actions Action items taken by the majority of the Directors at a meeting at which a quorum is present shall be the action of the Board

ARTICLE X

Amendments

Articles of Incorporation

Proposed amendments to the Articles of Incorporation not inconsistent with the California General Non-profit Corporation laws shall be initiated either by the Executive Committee or by a petition signed by one-eighth (1/8) of the membership body. Said amendments shall be submitted in writing to the President at least sixty (60) days prior to a vote of the general membership and to the membership at least two )2) weeks prior to the meeting at which the vote on the change shall be taken. An amendment may be adopted by a two-thirds (2/3) vote of all the membership eligible to vote.