Article 1. Name and authority. The name of the Corporation, as incorporated under the laws of the OSAGE NATION as a 501(C)(3) not-for-profit corporation, shall be the OSAGE NATION FOUNDATION, also referred to in this document as ONF. These Bylaws define how the ONF fulfills its responsibilities in keeping with its purposes, powers and duties.

Article 2. Offices. The principal office of the Corporation shall be in Osage County, Oklahoma. The Corporation shall designate a registered office in accordance with Tribal law and shall maintain it continuously. The Corporation may have offices at such other places within and without Osage County, Oklahoma, as the Board of Directors may from time to time determine.

Article 5. Officers. Section 1. Officers. The Board of Directors shall elect among themselves the Officers of this Corporation as a Chairman, Secretary and Treasurer. A failure to elect a Chairman, Secretary or Treasurer shall not affect the existence of the Corporation. The Principal Chief will serve as a nonvoting, ex officio member of the Board of Directors and shall not count towards a quorum. No employee of the Foundation may serve on the Board.

Section 2. Duties. The Chairman of the Board shall preside at all meetings of the Board of Directors. The Chairman shall be the chief executive officer of the Corporation. The Officers of the Corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by Tribal law, the Tribal Charter, and these Bylaws, or as may be assigned to them from time to time by the Board of Directors.

Section 3. Powers and responsibilities of the officers.

a) Chair. The Chair shall be the principal executive officer of the Foundation and shall exercise general supervision over the affairs of the Foundation, its officers, and personnel, consistent with policies established by the Board of Directors. The Chair may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Foundation; and in general shall perform all duties incident to the office of the Chair and such other duties as may be prescribed by the Board of Directors. The Chair may authorize and approve expenditures and take such other steps he or she shall deem necessary to advance the purposes of the Foundation, provided such steps do not exceed the scope of authority granted him by the Board of Directors.

b) Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board; be custodian of the corporate records and of the seal of the Foundation and see that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each Director which shall be furnished to the Secretary/Treasurer by such Director; and in general perform all duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned by the Chair or by the Board of Directors.

The Secretary/Treasurer shall also have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article IV of these Bylaws; and in general perform all the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned by the Chair or by the Board of Directors. The Secretary/Treasurer shall be responsible for the administration and oversight of the Foundation’s financial records, initiation of an annual audit, and compliance with statutory reporting requirements, tax returns, and tax payments. If required by the Board of Directors, the Secretary/Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4. Delegation of duties. In the absence or disability of any Officer of the Corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate powers or duties to any other Officer.

Article 6. Fiscal powers. Section 1. Debts. No Officer, Director, committee member or other person shall contract or incur debt on behalf of ONF, or in any way render it liable, unless authorized in writing by the Board of Directors. No member of ONF shall be individually liable for any of the obligations, debts, or liabilities of ONF.

Section 2. Contracts. The Board of Directors may authorize any Officer, agent or agents of ONF to enter into any contract or execute and deliver any instrument on behalf of and in the name of ONF and such authorization may be general or confined to specific instances.

Section 3. Checks and drafts. All check, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of ONF, shall be signed by an Officer or Officers, agent, or agents of ONF in such a manner as determined by the Board of Directors.

Section 4. Deposits. All funds of ONF shall be deposited to the credit of ONF in such banks, trusts, or other depositories as the Board of Directors may select.

Section 5. Gifts. The Board of Directors may accept on behalf of ONF any gift, contribution, bequest, or device for the general purposes or any special purpose of ONF.

Section 6. Investments. The Board of Directors may appoint and authorize fiscal agents to exercise any duty or function it may deem expedient, pending all transactions involving investments shall be approved by the Board of Directors prior to being concluded.

Section 7. Fund-raising. Any fund-raising projects or activities shall be limited to those activities that are consistent with the purpose of the Foundation.

Article 7. Executive and other committees. Section 1. Creation of committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate an Executive Committee and one or more other committees.

Section 2. Executive Committee. The Executive Committee (if there is one) shall consult with and advise the Officers of the Corporation in the management of its affairs and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

Section 3. Other committees. Such other committees shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated and to the extent provided in the resolution or resolutions creating such committee or committees.

Section 4. Meetings. Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive Committee or such other committees may be called by any member thereof upon two days’ notice to the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in these Bylaws pertaining to notice for Directors’ meetings.

Section 5. Vacancies. Vacancies on the Executive Committee or on other committees shall be filled by the Board of Directors then in office at any regular or special meeting of the Board of Directors.

Section 6. Quorum. At all meetings of the Executive Committee or other committees, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.

Section 7. Manner of acting. The acts of a majority of the members of the Executive Committee or other committees present at any meeting at which there is a quorum shall be the act of such committee.

Section 8. Minutes. The Executive Committee (if there is one) and the other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Article 9. Nonprofit operation. The Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its Directors or Officers. Upon dissolution of this Corporation, any Corporation assets will be distributed to the Osage Nation.

Article 10. Official seal. Section 1. Osage Nation Seal. The official Osage Nation symbol may be used by the Foundation on correspondence, publications and other official documents, in accordance with the provisions for use and reproduction of the Osage Nation.

Section 2. Corporate Seal. The seal of the Foundation shall be of such design as shall be approved and adopted from time to time by the board of directors, and the seal or a facsimile thereof may be affixed by any person authorized by the Board of Directors or these Bylaws by impression, by printing, by rubber stamp, or otherwise. The foregoing notwithstanding, however, unless otherwise required by the laws of the Osage Nation, the Board of Directors may opt not to utilize a corporate seal.

Article 11. Fiscal year. The fiscal year of the Corporation shall be the same period as the Osage Nation’s fiscal year.

Article 12. Indemnification. Any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a Director or employee of the Foundation will be indemnified by the Foundation against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by her or his (or by her or his heirs, executors or administrators) in connection with the defense or settlement, of such action, suit, or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such member or employee is liable for negligence or misconduct in the performance of her or his duties. Each right of indemnification will not be deemed exclusive of any rights to which such member or employee (or such heirs, executors or administrators) may be entitled apart from this Article.

Section 1. Indemnification of Directors and Officers. The Corporation shall indemnify each Director, including former Directors, to the full extent permitted by the Tribal corporation laws and the Tribal Charter. The Foundation shall indemnify and hold harmless each Director and Officer of the Foundation against any and all claims, liabilities, and expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position. However, the foregoing shall not apply to:

a) any breach of such person’s duty of loyalty to the corporation or its members;

b) any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or

c) any transaction from which such person derived any improper personal benefit.

Section 2. Determination of entitlement of Directors and Officers to indemnification. The decision concerning whether a Director or Officer seeking indemnification has satisfied the provisions of Section 5.1 shall be made by:

a) the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity (“Disinterested Directors”), whether or not such majority constitutes a quorum;

b) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel in a written opinion; or

c) a vote of the members.

Section 3. Indemnification of employees and agents. The Board of Directors may, in such cases as, in its complete discretion, it deems appropriate, indemnify and hold harmless employees and agents of the Foundation, and persons who formerly held such positions against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities) to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with such position.

Article 13. Procedure of business. The latest edition of Robert’s Rules of Order Newly Revised shall govern the transaction of business at all meetings of the Foundation unless otherwise provided in these Bylaws.

Article 15. Nondiscrimination. The Foundation will discriminate in neither hiring nor promotions on the basis of race, religion, color, gender, ethnic origin, or physical disability.

Article 17. Adopted and Superseded. These Bylaws are hereby adopted in the manner provided for and described herein on this 20th day of July, 2005, as amended. All previously adopted Bylaws are hereby superseded. ONCA 08-10, eff. June 15, 2008.