REVISED AND AMENDED
BYLAWS
OF
THE NATIVE AMERICAN ALUMNI ASSOCIATION
OF DARTMOUTH COLLEGE

ARTICLE I

NAME, SEAL, OFFICES, OPERATION AND PURPOSE

Section 1. Name. The name of the Corporation is the Native American Alumni Association of Dartmouth College (“NAAAD”) ( the “Corporation”).

Section 2. Seal. The Board of Directors of the Corporation ( the “Board”) may, at its pleasure, obtain a seal for the Corporation which may be in whatever form is desired by the Board.

Section 3. Offices. The principal office of the Corporation shall be located in Hanover, New Hampshire. The Corporation also may have offices at such other places as the Board may from time to time determine or as the purposes of the Corporation may require.

Section 4. Purpose. The purposes of NAAAD shall be to provide a forum for Native American Alumni and Alumnae to meet and discuss issues of importance to Native American people, specifically related to the Dartmouth College (the “College”) community; assist the College in the recruitment and selection of outstanding Native American men and women to attend Dartmouth College; to solicit, receive and maintain gifts of money and property, and to distribute said money and property as scholarships to the Dartmouth College Native American students, or as other gifts to the College in order to enhance the academic and cultural profile of the Native American community at the College; and to further the interests, welfare and educational purposes of Native American students at Dartmouth and of Dartmouth College for so long as the Corporation is in existence and the College remains organized exclusively for charitable, educational or scientific purposes within the meaning of Sections 501(c)(3) and 170 (b)(1)(A) of the Internal Revenue Code of 1986 as amended.

ARTICLE II

MEMBERSHIP AND DUES

Section 1. Voting Members. Voting Members shall be comprised of Native American Alumni and Alumnae of Dartmouth College who have completed, and submitted to the Treasurer or Secretary, a NAAAD Membership Form.

Section 2. Associate Members. Associate Members are non-voting members and shall be comprised of the Dartmouth Community members which include:

a. Dartmouth Professors and Staff.
b. Native American Studies Majors and Minors.
c. Dartmouth College Exchange Term Students.
d. Honorary Members.
e. Friends of NAAAD who support the purpose of the NAAAD Constitution and Bylaws, and the self-determination of Native American communities.
f. Spouses, Parents and/or other family members.
g. Alumni and Alumnae who have not submitted a NAAAD Membership form.

Section 3. Dues Paying Members. All dues paying Members shall be acknowledged as such in a NAAAD directory which shall be updated annually. The NAAAD directory will list the Member’s name, class, address, telephone and fax number(s), e-mail address and occupational information.

Section 4. Solicitation of Membership. As soon as possible after the beginning of the fiscal year of the College, the Board shall cause a solicitation for membership to be sent through a newsletter (the "Membership Solicitation") to all past Members and to all alumni and alumnae as shown on the books and records of the College. The Board may send additional solicitations for membership as it may determine.

Section 5. Annual Dues. Payment of dues is not required for membership in NAAAD. However, annual dues are recommended of all Voting and Associate Members. The amount of annual dues will be determined by the Board before the beginning of the fiscal year of the College, and shall be communicated in the Membership Solicitation and on the NAAAD web site or by other printed means or electronic transmission. The Board may establish different classes of membership, set different dues for different years of graduation such as Young Alumni (the last five graduating classes) and Lifetime, and otherwise determine dues in such manner as it sees fit.

Section 6. Rights and Privileges of Membership. In addition to such other rights and privileges of membership (a) as may be set forth in these Bylaws or (b) as may be set by the Board and communicated in the Membership Solicitation or on the NAAAD web site for the applicable Membership Year, Members shall have the following rights and privileges:

Section 6.1. Only Voting Members may serve as a Board member, Board Officer or on any Board committee. However, the fact that a person serving on the Board is not a Voting Member shall not invalidate any action taken by the Board.

Section 6.2. Only Voting Members shall have the right to vote, as set forth in these Bylaws, on the election of Directors, on the disposition of all or substantially all of the corporation’s assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, those Members shall have all rights afforded Members under the New Hampshire Nonprofit Corporation Code.

Section 7. Annual Meeting. An annual meeting of Members shall be held in the fourth quarter of the fiscal year of the College (i.e., April, May, or June), in conjunction with the Annual Dartmouth Pow Wow, unless the board fixes another date or time and so notifies Members as provided in this Article, Section 10. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day. At the meeting, Directors shall be elected and other proper business may be transacted, subject to Articles III of these Bylaws.

Section 8. Special Meetings: Authority to Call. The Board or the chairman of the Board, if any, or the president, or 5 percent or more of the Voting Members, may call a special meeting of the Voting Members for any lawful purpose at any time.

Section 8.1. Written Request and Notice. A special meeting called by any person entitled to call a meeting (other than the board) shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chairman of the Board, if any, or the president or any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the Members entitled to vote, under this Article, Section 10, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least 30 but no more than 45 days after receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of Members may be held when the meeting is called by the Board.
No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.

Section 9. Place of Meeting. Members’ meetings shall be held at the corporation’s principal office or at such other places as the Board designates. The Board may authorize Members who are not present in person to participate by electronic transmission or electronic video communication.

Section 10. General Notice Requirements. Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, under this section of these Bylaws, to each Member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting. For the annual meeting, the notice shall state the matters that the board, at the time notice is given, intends to present for action by the Members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.

Notice of any meeting of Members shall be in writing and shall be given at least 10 but no more than ninety (90) days before the meeting date. The notice shall be given either personally, by electronic transmission, or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each Member entitled to vote, at the address of that Member as it appears on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the corporation’s books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that Member by first-class mail or facsimile or other appropriate written communication to the corporation’s principal office or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.

Section 10.1. Notice by Electronic Transmission. Notice given by electronic
transmission shall be valid only if it complies with the New Hampshire Code. Notice shall not be given by electronic transmission after either of the following:

(a) NAAAD is unable to deliver two consecutive notices to the Member by that means.
(b) The inability to so deliver the notices to the Member becomes known to the secretary or other person responsible for the giving of the notice.

Section 11. Quorum. Ten (10) percent of the voting membership shall constitute a quorum for the transaction of business at any meeting of Members.

Section 12. Eligibility to Vote. Subject to the New Hampshire Nonprofit Corporations Code, Members in good standing on the record date as determined under Article II, Section 1, of these Bylaws shall be entitled to vote at any meeting of Members.

Section 13 . Manner of Voting. Voting will be done electronically through reputable polling software recommended by Alumni Relations Information Resources. Voting shall begin the first Monday of March and conclude the following Sunday at 11:59 p.m. EST, unless the Board fixes another date or time and so notifies the Members. Executive Officers shall be responsible for tabulating votes and will announce election results by the third Monday of March. Voting by proxy is prohibited by these Bylaws.

Section 14. Number of Votes. Each member entitled to vote may cast one vote on each matter submitted to a vote of the Members.

Section 15. Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting membership represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the Members unless the vote of a greater number, or voting by classes, is required by the New Hampshire Nonprofit Corporations Code or by the Articles of Incorporation.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers and Duties. Subject to the Articles of Incorporation, other sections of these Bylaws regarding actions that require approval of the Members, and the New Hampshire Nonprofit Corporations Code, the Board shall control all affairs of the Corporation. All corporate powers, except as otherwise provided for, shall be and hereby are vested in and shall be exercised by the Board. The Board shall have full power to adopt rules and regulations governing all actions which it takes, except as otherwise provided by the laws of the State of New Hampshire, shall elect and remove officers, and shall have full authority with respect to the distribution and payments of funds received by the Corporation from time to time; provided, however, that the fundamental and basic purposes and powers of the Corporation, and the limitations thereon, as expressed in the certificate of incorporation, as it may be amended from time to time, shall not thereby be amended or changed. The Board may, except as otherwise provided by the laws of the State of New Hampshire, delegate to committees of its own number, or to officers of the Corporation, such powers as the Board may see fit.

Section 2. Number. The Board shall consist of not less than 10 or more than 15 Directors until changed by amendment to these Bylaws. The exact number of Directors shall be fixed, within the limits specified, by a resolution duly adopted by the Board, provided that any amendment which reduces the number of Directors shall not have the effect of terminating the unexpired term of any Director.

Section 3. Qualifications and Election. Elected Directors shall be Native American alumni or alumnae of Dartmouth College pursuant to Article II, Section 1, as determined by the Office of Alumni Relations, who have demonstrated an interest in the activities of this corporation and of the Dartmouth Native American community, and are Voting Members. A majority of Board of Directors must be alumni or alumnae of Dartmouth College or its associated schools. One Director’s position shall be offered to the Immediate Past President. The Members of the Board, except the Immediate Past President, the Alumni Student Liaison, the Native American Visiting Council (NAVC) representative, and the Native American Council (NAC) representative, shall be elected by the Members at the annual meeting of the Members as provided in Article II, Section 7. The President shall appoint a committee, as provided in Section 4 of this Article III to nominate qualified candidates for election to the Board at least 60 days before the date of any election of Directors. The nominating committee shall make its report at least 30 days before the date of the election, or at such other time as the Board may set, and the secretary shall forward to each Member, with the notice of meeting required by these Bylaws, a list of all candidates nominated by committee. The Alumni Student Liaison, NAVC representative and NAC representative shall be non-voting Board Members and shall be elected or appointed by their respective councils.

Section 4. Nominating Committee

Section 4.1. The Nominating Committee shall consist of not less than three active NAAAD Members who are intimately familiar with the NAAA Membership and recognize the need for effective leadership. The chairman shall be designated by the President.

Section 4.2. The Committee should be prepared to identify highly qualified candidates for directorships and officerships, including two (2) alumni councilor representative positions, as required by the NAAAD Bylaws or as vacancies occur.

Section 4.3. Committee Members should actively seek out the suggestions of other NAAAD Members, past and present office holders, College officers, plus establish personal contacts with all prospective candidates.

Section 4.4. The Committee shall present a list of nominees for the Directors positions to be voted on by the Members by electronic vote pursuant to Section 5 of this Article, and then shall present to the Board another list of nominees for the Officers positions to be voted on at the annual Board of Directors meeting to be held immediately after the annual Membership meeting in conjunction with the annual Pow Wow.

Section 4.5. In conjunction with the nominating process, it is suggested that the NAAAD adopt an "order of succession” as an important-perhaps vital-step in ensuring a continuity of leadership. Nominees shall also reflect the diversity of Native American Alumni/ae, including, but not limited to, locales and classes.

Section 5. Electronic Voting. Voting for Directors for the Board will be done electronically through reputable polling software recommended by Alumni Relations Information Resources. Voting shall begin the first Monday of March and conclude the following Sunday at 11:59 p.m. EST, unless the Board fixes another date or time and so notifies the Members. Executive Officers shall be responsible for tabulating votes and will announce election results by the third Monday of March.

Section 6. Term and Staggered Terms. Each Director will hold office for a term of three (3) years or until his or her successor has been elected or appointed. The terms of office of the Directors elected at the first organizational meeting will be established by lot in such a manner that approximately one-third (1/3) of said trustees’ terms will expire each year. The staggering of terms will be preserved thereafter, even in the event of a change in the number of Directors. Successors for Directors shall be elected at the annual meeting of the Members.

Section 7. Vacancies. A vacancy arising at any time and from any cause shall be filled for the unexpected term through majority vote of the Directors then in office. In any case, all vacancies shall be filled no later than 90 days after the occurrence.

Section 8. Removal. Any Director may be removed from office with or without cause by a majority vote of the Directors of this Corporation then in office.

Section 9. Voting Rights. Except for the Alumni Student Liaison, the NAVC representative, and the NAC representative, each Director will be entitled to one (1) vote on all matters before the Board. There shall be no voting by proxy.

Section 10. Resignation. Any Director may resign at any time by giving written notice of such resignation to the President of the Corporation.

Section 11. Annual Meeting of the Board of Directors: Notice. Immediately after each annual meeting of the Members as provided in Article II, Section 7, the Board shall meet annually. Notice of the time and place of such annual meeting shall be given in such form as the Board may determine. The annual meeting will be held for the purposes organizing the Board, election of officers, announcing election results, and transacting such other business as may come before the meeting. Such annual meetings may be attended by any member, but only Board members will be entitled to vote at such meetings.

Section 12. Special Meeting: Notice. A special meeting of the Board may be called at any time by the President of the Corporation or upon written demand of a majority of the Directors then in office. Notice of the time and place of such special meeting shall be given to all Directors. Except as otherwise provided in these Bylaws, any business may be transacted at any duly called Board Meeting.

Section 13. Regular Meeting: Notice. Regular meetings of the Board may be held without notice at such time and place as shall be determined by the Board. A regional meeting (i.e. away from Hanover) may be conducted as a regular meeting to encourage reuniting alumni and recruiting prospective students at national, professional, or academic conferences that convene large numbers of Native American peoples.

Section 14. Notice of Meetings. Notice of the time and place of any meeting for which notice is required by law or these Bylaws will be delivered personally, communicated by telephone, electronic transmission, facsimile, or sent to each Director by priority mail, charges prepaid, addressed to the Director either at his or her address as it shown on the records of the Corporation. If personally delivered or communicated by telephone, electronic transmission, or facsimile, such notice will be delivered at least forty-eight (48) hours prior to the hour set for the meeting. If sent by mail, such notice will be mailed at least seven (7) days prior to the day set for the meeting.

Section 15. Waiver of Notice. Notice of a meeting need not be given to any Director who signs a waiver of notice, or a written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals will be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board, or of a committee of the Board, need be specified in any such waiver, consent or approval.

Section 16. Quorum. At all meetings of the Board, a majority of the Directors then in office shall constitute a quorum for the transaction of business.

Section 17. Place. The Board will hold its meetings at the principal office of the Corporation or at such other places as it may designate.

Section 18. Action of the Board. The action of a majority of the voting Directors present at any meeting at which a quorum is present shall be the act of the Board, except as otherwise provided in these Bylaws. Any member of the Board may participate in a meeting thereof by means of a conference telephone, on-line computer “chatroom,” or similar device by which all persons can communicate with all other persons participating in the meeting at the same time. Any Board action may be taken without a meeting if a majority of members of the Board consent in writing, unless otherwise required by law. Such written consent(s) shall be filed with the minutes of the proceedings of the Board.

Section 19. Adjournment. At any meeting of the Board, whether or not a quorum is present, a majority of the Directors present may adjourn the meeting to another time or place without further notice to any absent Directors. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 20. Organization. At all meetings of the Board, the President of the Corporation, or, in his or her absence, a temporary chairman chosen by the Directors from among their number, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board. In the absence of the Secretary, the presiding officer shall appoint any person to act as secretary of the meeting.

Section 21. Compensation. Directors shall serve without salary for their services as such, but a fixed reasonable fee or reimbursement for attendance, or both, may be allowed, on resolution of the Board, for attendance at each annual, special, or regular meeting. The Board shall have the power, in its sole and absolute discretion, to contract for and to pay to Directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services, and shall have the further power to compensate any Director who becomes an employee of the Corporation.

Section 22. Validation of Transactions. The transactions of the Board occurring at any meeting, however called or noticed, or wherever held, will be as valid as though such meeting were duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each Director who would have been entitled to vote at the meeting but who was not present signs a written waiver of notice, a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals will be filed with the corporate records and made a part of the minutes of the meeting.

ARTICLE IV

OFFICERS

Section 1. Officers. The officers of the Corporation shall be the President, Vice President, Immediate Past President, Secretary, Treasurer, Website Chairperson, Newsletter Chairperson, the Alumni Council Representatives, and such other officers with powers and duties not inconsistent with these Bylaws as the Board may from time to time appoint or elect. Any two or more offices may be held by the same person; however, no instrument to be signed by one officer may be signed by one person in more than one capacity. The officers shall reflect the diversity of Native American Alumni and all due effort will be put forth to ensure representation from all class years and all locales contained within NAAAD.

Section 2. Election, Term of Office, Qualification and Removal. The officers of the Corporation shall be elected at the annual meeting of the Board. Not less than one month before the election of officers, the President shall appoint a Nominating Committee of not less than three Directors, as defined by Article III, Section 4. At the meeting of the Board scheduled for the election, the Nominating Committee shall present to the Board one or two nominees for each office to be elected.

As the intent of the Board is to adopt an “order of succession” to ensure a continuity of leadership, and subject to approval by the Board, the Vice President shall be a nominee candidate for President. Additional officers so elected shall hold office for such period and shall have such powers and duties as the Board may from time to time authorize. Officers shall be elected annually and may be re-elected to no more than two (2) additional consecutive terms for that same office.

Officers of the Corporation may be elected by the Directors from among their number, or from among such persons as the Directors shall see fit. Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of Directors then in office.

Section 3. Vacancies. Any vacancy in any office arising at any time from any cause maybe filled for the unexpired term by a vote of a majority of the Directors then in office.

Section 4. President: Powers and Duties. The President (or his/her designate) shall preside at all meetings of the Board and shall be responsible for ongoing relations with other Alumni and Native organizations as well as with Dartmouth College's Office of Alumni Relations. The President will serve an elected term of one (1) year and may be re-elected to no more than two (2) additional consecutive terms for that same office.

Section 5. Vice President: Powers and Duties. At the request of the President, or in the event of the President’s absence or disability, the Vice President shall perform the duties and powers of the President, and shall have such other powers as the Board may determine, and shall perform such other duties as may be assigned to him or her by the Board. He or she shall be a nominee candidate for President, subject to approval by the Board.

Section 6. Immediate Past President: Powers and Duties. The Immediate Past President shall serve as an advisor and resource to the Board to ensure continuity of leadership and succession, programs, relationships and institutional memory, shall be responsible for sharing and transferring important information to the incoming President, and shall perform other duties as may be assigned to him or her by the Board. The Immediate Past President shall serve as appointed for as long as the current President serves.

Section 7. Secretary: Power and Duties. The Secretary shall have charge of such books, documents and papers of the Corporation as the Board may determine, maintain a roll of current members (voting and nonvoting), and shall have custody of the corporate seal if any then exists. He or she shall attend and keep the minutes of all of the meetings of the Board. He or she may sign, with the President, in the name of and on behalf of the Corporation, any contracts or agreements authorized by the Board, and, when so authorized or ordered by the Board, may affix the corporate seal, if any then exists. He or she, shall in general, perform all of the duties incident to the office of secretary, subject to control of the Board, and shall do and perform such other duties as may be assigned to him or her by the Board.

Section 8. Treasurer: Power and Duties. The Treasurer shall have custody of all funds, property and securities of the Corporation which may come into his or her hands. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursement of the Corporation, and shall deposit all funds and valuable assets of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board may designate. Whenever required by the Board, he or she shall render a statement of the accounts of the Corporation. He or she shall at all reasonable times exhibit his or her books and accounts to any officer or Director of the Corporation, and shall perform all duties incident to the office of the treasurer, subject to the control of the Board, and shall perform such other duties as may be assigned to him or her by the Board.

Section 9. Website Chairperson: Powers and Duties. The Website Chairperson shall be responsible for updating and maintaining the website of the Corporation as consistent with the requirements for recognized Dartmouth Affiliated alumni groups.

Section 10. Newsletter Chairperson: Powers and Duties. The Newsletter Chairperson shall be responsible for the creation and mailing of at least one printed newsletter per year. This Newsletter shall consist of current information on alumni as well as ongoing plans, discussions and meetings of import to the Corporation.

Section 11. Alumni Council Representative: Powers and Duties. The Alumni Council Representatives (2) shall be responsible for representing the Corporation to the Dartmouth Alumni Council and are responsible for creating an annual written report to the Corporation following attendance at the annual May Alumni Council meeting. The Alumni Council Representatives are also responsible for fulfilling the duties required by the Dartmouth Alumni Council. The Nominating Committee as provided in Article III, Section 4 of these Bylaws, shall select and nominate one or two candidates for these two (2) positions to be voted on and elected at the annual meeting of the Directors, according to the same procedures for election of Officers in Article VI, Section 2, in the spring of the year before the Alumni Councilor representative’s term has expired. The Alumni Councilor representative’s term is three (3) years.

Section 12. Salaries. The salaries, if any, of all officers shall be fixed by the Board and shall be reasonable in amount, and the fact that any officer also is a Director of the Corporation shall not preclude him or her from receiving a salary for services rendered as such.

ARTICLE V

COMMITTEES

Section 1. Committees Generally. Committees of the Board will be standing or special. Each committee will exercise such power and carry out such functions as are designated by these Bylaws or as delegated by the Board from time to time. Except as otherwise provided by the Board or these Bylaws, such committees will be advisory only and subject to the control of the Board.

Section 2. Membership and Appointment. The chairperson and members of each committee, except as otherwise provided by the Board or by these Bylaws, will be appointed annually by the President, subject to approval by the Board.

Section 3. Quorum, Meetings. A majority of the members of a committee will constitute a quorum at any meeting of that committee. Each committee will meet as often as is necessary to perform its duties.

Section 4. Vacancies. Vacancies in any committee will be filled for the unexpired portion of the term in the same manner as provided in the case of original appointment.

Section 5. Expenditures. Except as otherwise be provided by the Board or these Bylaws, any expenditure of corporate funds by a committee will require prior approval of the Board.

ARTICLE VI

BOARD OF ADVISORS

The Board of Advisors shall consist of distinguished alumni/ae and/or friends of NAAAD who have shown a commitment to the NAAAD and the Native American community at the College and all active Past Presidents of the NAAAD. The purpose of the Board of Advisors will be to supply advice to the Board regarding NAAAD activities, and to provide contacts that will enable the NAAAD to effectively utilize the resources of local institutions.
Members of the Advisors shall not exceed eight (8) in number, and may be appointed by the Board and serve by mutual consent with the Board.

ARTICLE VII

AGENTS AND REPRESENTATIVES

The Board may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Contracts. The Board, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to a specific instance. Unless authorized by the Board pursuant to this Section, no officer, agent or employee shall have the power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or render it liable peculiarly, for any purpose or for any amount.

Section 2. Loans. The Corporation shall not borrow money, whether by issuing notes, bonds or otherwise, except with the prior written approval of the Board.

Section 3. Banks: Checks. The Board shall, from time to time and as necessary, select such banks or depositories as it shall deem proper for the monetary assets of the Corporation. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other offers for the payment of money.

Section 4. Investments. The monetary assets of the Corporation may be retained in whole or in part in cash, or may be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, but only as the Board may deem desirable.

ARTICLE IX

INDEMNIFICATION

This Corporation may indemnify any director, officer, trustee, employee or agent of the Corporation for liability incurred by such person in the exercise of his or her duties with respect to this Corporation to the extent permitted by the New Hampshire Nonprofit Corporations Code or any successor statute.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be consistent with the fiscal year of Dartmouth College. The fiscal year of the Corporation shall be determined by the Board.

ARTICLE XI

AMENDMENTS

Subject to the Member’ rights under Article II of these Bylaws, and the New Hampshire Code, the Board may adopt, amend or repeal Bylaws of the Corporation by affirmative vote of two thirds of Directors then in office, unless doing so would materially and adversely affect the Members’ rights as to voting or transfer. Notice of the proposed amendment or amendments shall have been included in the meeting notice which is given to the members of the Board and, provided, further, that no such action shall be taken which would adversely affect the qualifications of the Corporation as an organization (i.) exempt from Federal income taxation under Section 501(a) of the Internal Revenue Code (the “Code”) as an organization described in Code Section 501(c)(3) and (ii.) contributions to which are deductible under Code Sections 170(a)(1) and 170(c)(2).

A majority vote of Members voting at any Membership meeting shall be necessary for approval of adoption, amendment or repeal of these Bylaws.

ARTICLE XII

LIMITATIONS

Section 1. Exempt Activities. Notwithstanding any other provision of these Bylaws, no Director, officer, employee or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization (i) exempt from Federal income tax under Code Section 501(a) as an organization described in Code Section 501(c)(3) and (ii) contributions to which are deductible under Code Sections 170(a)(1) and 170(c)(2).

Section 2. Prohibition Against Sharing in Corporate Earnings. No Director, officer or employee of, or other person connected with, the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent either the payment to any such person of reasonable compensation for services rendered to or for the benefit of the Corporation or the reimbursement of expenses incurred by any such person on behalf of the Corporation in connection with effecting any of the purposes of the Corporation; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All such persons shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board may determine, or as may be determined by a court of competent jurisdiction upon the application of the Board, exclusively to a nonprofit arm of a tribal entity associated with Dartmouth College, charitable, religious, scientific, literary or educational organizations (i) which then qualify for exemption from Federal income taxation under provisions of Code Sections 501(a) and 501(c)(3) and the Treasury Regulations promulgated thereunder (as they now exist or as they hereafter may be amended) and (ii) contributions to which are deductible under Code Sections 170(a)(1) and 170(c)(2) and the Treasurer Regulations thereunder (as they now exist or as they hereafter may be amended.)

Section 3. Political Activity. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Association shall not participate or intervene in any political campaign on behalf of any candidate for public office.

ARTICLE XIII

DISSOLUTION

The Corporation shall be deemed to be dissolved at such time when Dartmouth College ceases to exist, or by unanimous vote of the Board members attending a special meeting. Upon dissolution, all of the property and assets of the Association shall, after the payment of any lawful debts, be distributed to Native Americans at Dartmouth or for one of more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code.

11/09