Osage Shareholders Association

Articles of Incorporation

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned citizens of the State of Oklahoma, do hereby voluntarily associate ourselves for the purpose of forming a private Corporation, not for profit, under the laws of the State of Oklahoma and do hereby certify:

ARTICLE I

The name of this corporation shall be:

OSAGE SHAREHOLDERS ASSOCIATION
P. O. BOX 418 
PAWHUSKA, OKLAHOMA 74056

ARTICLE II

The purpose for which the Corporation is formed is:

SECTION 1.

To promote honest and efficient administration of our Mineral Estate.

SECTION 2.

To promote the continuing federal trust status of our Mineral Estate.

SECTION 3.

To promote the streamlining of the Bureau of Indian Affairs and other federal laws and regulations pertaining to our Mineral Estate.

SECTION 4.

To promote strict enforcement of laws against oil and gas theft, inaccurate reporting of mineral production and purchases, and conflicts of interest.

  1. To acquire, by purchase, gift devise or exchange, all real personal property necessary or appropriate for the conduct of the business and general purpose for which the Corporation is organized.
  2. To have power to dispose of any interest or estate in real or personal property no longer necessary, proper of incident to the accomplishment of said general purpose.
  3. To have power to let, lease or rent any portion of any building or property which it may own or in which it may have any interest and to grant privileges and concessions, with or without considerations, in connection with the carrying out of its activities.

ARTICLE III

The place where its principle business is to be transacted is to be left to the discretion of the governing body..

ARTICLE IV

The term for which the Corporation is to exist is perpetual.

ARTICLE V

The business and conduct of the affairs of the Corporation shall be in charge of officers.

ARTICLE VI

Business of this corporation shall not be operated for profit and during the life of the corporation there shall be no distribution of cash, by way of interest, dividend, or otherwise to individual stockholders or members, or whatever character or designation, and should there be an accumulation of funds in connection with the actual and necessary expenses of operation during any operating period, such accumulated cash shall be held and applied to operating costs during the subsequently operating periods.

ARTICLE VII

The corporation shall be without capital stock. The By-Laws of the Corporation shall define from time to time qualifications for membership in the Corporation.

The By-Laws may contain such other provisions with respect to the Operation of the Corporation as may be deemed proper by Members, and no inconsistency with the provisions of these Articles.

SECTION 1.

If the Osage Shareholders Association ever ceases to function, whatever money and property on hand is to be given to some charitable Indian institution or institutions, as directed by a vote of Association Members.

MEETINGS

ARTICLE VIII

Section 1.

  1. Quarterly meetings shall be held in February, May, August and November of the third Sunday of each of these months.
  2. A special meeting my be called by the Chairman at any time.
  3. Any two officers or eight (8) voting members may call a special meeting upon five (5) days written notification to the members.

Section 2.

All meetings and activities shall be officially opened with prayer.

Section 3.

All decisions of the Association shall be made by the majority of the voting members and officers present.

OFFICERS AND EXECUTIVE COMMITTEE

ARTICLE IX

Section 1.

There shall be the following officers

  1. Chairman
  2. Vice-Chairman
  3. Secretary
  4. Treasurer
  1. Officers shall serve two (2) year terms
  2. Election of officers and executive committee shall be held on the third Sunday of November at the regularly scheduled quarterly meeting and shall take office at the end of that meeting.

Section  2. CHAIRMAN

  1. Shall preside over all meetings
  2. Shall attend those committee meeting which require his attention, such as those pertaining to Association policies
  3. Shall act as official representative of the Association when such a representative is required.
  4. Shall have the authority to appoint special committees as they are needed.
  5. The Chairman shall have the authority to appoint a successor to fill any vacancy created by death, resignation or any reason with approval of the Board.
  6. The successor shall meet all requirements according to the By-Laws of the Association.

SECTION 3. VICE-CHAIRMAN

  1. Shall reside at meetings only in the absence of the Chairman.
  2. Shall assume responsibility for planning all programs with the committees.

SECTION 4. SECRETARY

  1. Shall keep an accurate record of all meetings.
  2. Shall keep a mailing list of all members.
  3. Shall keep a record of pledges and donations, and recognize all gifts.
  4. Shall read minutes of previous meeting.

SECTION 5. TREASURER

  1. Shall furnish a report to the association members at each meeting and have books available.
  2. Shall make payment of all authorized bills…the Secretary can sign in case the Treasurer is not available

Two signatures are required on the checks: President, Treasurer or Secretary.

SECTION 6. EXECUTIVE COMMITTEE

  1. The Chairman shall act as Chairman of the Executive Committee.
  2. The four officers and nine committee members shall constitute the Executive Committee which shall be the governing body of the Osage Shareholders Association.
  3. Executive Committee will serve two (2) years.
  4. Committee members are required to attend at least one Executive Committee meeting per quarter.
  5. If an Executive Committee member misses three (3) straight meetings, he or she is automatically dropped from the committee.
  6. Seven (7) members of the Executive Committee constitutes a quorum.
  7. Amendment may be moved by a quorum of the Executive
    Committee or by any eight (8) members of the Committee, such motion shall be presented for adoption at the first regular meeting after the Committee meeting. A majority of the members at such Meeting shall decide the motion. A copy of the proposed amendments shall be mailed to each member prior to the meeting at which the vote is to be taken.

CLASSES OF MEMBERSHIP

ARTICLE X

SECTION 1.

There is to be two (2) classes of membership: Shareholder and Associate.

  1. Shareholder members must be an Osage Tribal member and hold a share or portion thereof in the Osage Mineral Trust
  2. Associate members must be Osage Tribal members. They do not hold a head right share and cannot vote or hold office in the Osage Shareholders Association.

SECTION 2.

Membership fees will be $25.00 annually for Shareholders and $10.00 for Associates.

SECTION 3.

A member may be expelled or officer removed from office by motion made and seconded for consideration at any regular meeting. Just cause for expulsion should be presented in writing by complainant. Such motion shall be voted on for decision at the next regular meeting. The member or officer sought to be expelled or removed shall be notified by certified mail.

SECTION 4.

All “Shareholder” members in good standing are eligible to vote. Any member shall be considered in good standing if he/she has kept his/her dues up to date and has met all the requirements according to the By-Laws of the Association.

QUALIFICATIONS OF OFFICERS & EXECUTIVE COMMITTEE

ARTICLE XI

SECTION 1.

The eligible candidate must meet all the requirements according to the Election Rules and By-Laws of the Association.

SECTION 2.

Must be a member in good standing. (Refer to Article X Section 4)

SECTION 3.

Actively participate socially, physically, financially in all Association activities and in matters pertaining to business.

SECTION 4.

Nominees need not be present at the election, if they have given written consent to serve, if elected.