Part One
The Society in General

Article I
Organization.

Section 1. The Native American Warrior Society of Texas, a Texas Non-Profit Corporation (hereafter Society) is organized for charitable, religious, scientific, literary, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code, and Title 2, Chapter 22 of the Texas Business Organization Code, or the corresponding section of any future state code governing non-profit corporations.

Section 2. It shall be the mission of the Society to protect the integrity of our future, by remembering our past.

Section 3. In order to fulfill its mission, the Society shall exist to:

1. Preserve and strengthen a spirit of fellowship among warriors of Native American ancestry who have served or are serving their people and their country with honor and dignity by:
   1. providing a means of contact and communication among our members so that they may give mutual aid and assistance to one another;
   2. establishing and operating subordinate state, county, and community organizations which provide services to our members and their communities as well as offering fraternal, recreational, social and spiritual activities for our members and their families and guests; and,
   3. establishing and operating an auxiliary which supports the activities of the Society and its members.
2. Continue the warrior traditions of our ancestors by:
   1. recognizing and honoring the military experience of current members and veterans of the United States Armed Forces;
   2. recognizing and honoring all fallen and wounded warriors, regardless of ancestry or culture;
   3. assisting warriors of Native American ancestry to locate and access needed services; and,
   4. serving as living role models who instill honor, respect and being of service to others as values which are necessary for the success of our future generations.
3. Honor our ancestors, our cultures, and our traditions by:
   1. making known to all people that Native Americans have not faded into the depths of history, but that we are still here as proud peoples with all of our cultures and traditions;
   2. promoting a sense of pride as a Native American and as an American citizen within and among warriors of Native American ancestry;
   3. conducting and participating in traditional Native American ceremonies, rites and social functions; and,
   4. sponsoring youth activities which serve to preserve our heritages by teaching the young people, from whom will come the next generation of warriors, about their Native American history, culture and traditions.
4. Promote the Society so that warriors of Native American ancestry, their families, and members of the community at large will be aware of our existence and of our activities. And,
5. Fulfill any other proper and legal non-profit purposes available to nonprofit corporations under Internal Revenue Code Section 501(c)(3) and the Texas Nonprofit Corporation Act, as well as all implied powers necessary and proper to carry out the Society’s express powers and purposes, provided however, that enumeration of powers set forth in this section will not limit the Society’s general or implied powers or any additional powers provided by law.

Section 4. Article III of the Certificate of Formation of this Society is hereby and herein included by reference.

Article II
Governance and Activities.

Section 1. The members of this Society, having been vested with the management of this Society in accordance with Article VI of the Certificate of Formation of this Society, hereby delegates those authorities and responsibilities necessary for the development and implementation of proper and legal policies to the Headsmen Council.

Section 2. The members of this Society hereby further delegates those authorities and responsibilities necessary for the development and implementation of proper and legal procedures and for the successful day-to-day management and operation of this Society to the officers of the Society.

Section 3. Not withstanding the delegations of Sections 1 and 2 of this Article, the members hereby retain the right of review and ratification of actions taken by the Headsmen and officers; the recall of Headsmen and officers who fail to fulfill the duties, responsibilities or authorities or violate the ethics expected of their office; and, the right of consent and approval of all Fundamental Actions as stipulated in Article IX of the Certificate of Formation of this Society.

Section 4. In compliance with the restrictions and limitations imposed by Article III of the Certificate of Formation of this Society, the governance, operation and activities of the Society shall be conducted in such a manner as to preserve the tax-exempt status of this Society as provided by the Internal Revenue Code of the United States, the Tax Code of the State of Texas and any amendments thereto or regulations thereunder .

Article III
Finances.

Section 1. The fiscal year of this Society shall be the calendar year running from January 1 through December 31.

Section 2. All activities of the Society shall be conducted in such a manner as to be financially self-supporting.

Section 3. The Headsmen Council may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation. Furthermore, the Headsmen Council, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 4. A complete set of books of account shall be maintained by the Treasurer, who shall be responsible thereof, in accordance with standard accounting methods and the relevant provisions of the Policies and Procedures Manual. The Headsmen Council shall appoint an accountant, who is not an officer of the Society, to review the Treasurer's books prior to the annual meeting.

Section 5. All funds accrued by the Society shall be deposited in a timely manner to the credit of the account of the corporation, in such banks, trust companies, or other depositories as the Headsmen Council may select, and shall be disbursed by the Treasurer as authorized by the Headsmen Council, to be used for the purposes of the Society.

Section 6. Except as otherwise specifically determined by resolution of the Headsmen Council, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by a member of the Headsmen Council.

Article IV
Subordinate Organizations and Auxiliary.

Section 1. The Society hereby authorizes and recognizes such subordinate state, county, and community organizations as may be organized and operated in accordance with the relevant provisions of the Policies and Procedures Manual.

Section 2. The Society hereby authorizes and recognizes an auxiliary which shall be organized and operated in accordance with the relevant provisions of the Policies and Procedures Manual.

Article V
Dissolution.

Section 1. In accordance with Article IX of the Certificate of Formation of this Society, the power to dissolve this Society is reserved exclusively to the members.

Section 2. In the event of dissolution of the Society, the provisions of Article X of the Certificate of Formation of this Society shall prevail.

Part Two
Membership and Management

Article VI
Membership.

Section 1. The Society shall consist of three classes of membership, full members, associate members, and auxiliary members.

Section 2. Full Members shall consist of those persons of Native American heritage over the age of eighteen that have successfully completed a minimum of 180 days of service in the US military. No person shall be eligible to vote or hold any office within the Society unless they are a full member.

Section 3. Associate members shall consist of those persons of Native American heritage that have successfully completed a minimum of 180 days of service in the US military but who have not yet reached the age of eighteen. Associate members shall automatically be granted full member status on their eighteenth birthday.

Section 4. Auxiliary members shall consist of those persons who support the mission of the Society but do not qualify as full or associate members of the Society. Auxiliary members shall only be eligible to vote or hold office within the auxiliary organization of the Society.

Article VII
Directors and Officers.

Section 1. The Directors of the Society shall consist of the Elder and four(4) Headsmen.

Section 2. The Executive Officers of the Society shall consist of the Elder, Inspector-General, Operations Officer, Administrative Officer, and Logistics Officer.

Section 3. The Staff Officers of the Society shall consist of the Sergeant-at-Arms, Membership Coordinator, Public Relations Coordinator, and Quartermaster.

Section 4. The Appointed Officers of the Society shall consist of one or more Chaplains, Color Guard Commanders, Grants Writers, Historians, Honor Guard Commanders, Recording Secretaries, Service Officers, Special Event/Project Coordinators and such other appointed officers as may be determined to be necessary and appropriate by the members or the Headsmen Council.

Section 5. The directors and officers shall have such terms, duties, responsibilities, authorities and other requirements as specified in the relevant provisions of the Policies and Procedures Manual.

Section 6. Elections, appointments and the interim filling of vacancies of directors and officers shall be organized and conducted in accordance with the relevant provisions of the Policies and Procedures Manual.

Section 7. Directors and officers shall only be removed for cause. The process of removal shall be organized and conducted in accordance with the relevant provisions of the Policies and Procedures Manual.

Article VIII
Councils and Committees.

Section 1. The Headsmen Council shall serve as the Board of Directors of the Society.

The Headsmen Council shall have such duties, responsibilities and authorities as specified in and shall be organized and operated in accordance with the relevant provisions of the Policies and Procedures Manual.

Section 2. The standing councils of the Society shall be the Audit and Inspection Council, Executive Council, Operations Council, Budget and Finance Council, and Logistics Council.

The standing councils shall have such duties, responsibilities and authorities as specified in and shall be organized and operated in accordance with the relevant provisions of the Policies and Procedures Manual.

Section 3. The Headmen Council and/or standing councils of the Society may designate or may authorize an officer to designate such other standing or ad hoc committees and/or subcommittees as may be needed.

Said committees and/or subcommittees shall have such duties, responsibilities and authorities and shall be organized and operated in accordance with the terms and conditions imposed in the authorization which establishes said committee.

Article IX
Meetings.

Section 1. All meetings of the members, directors, officers, and/or committees of the Society shall be organized and conducted in accordance with the relevant provisions of the Policies and Procedures Manual.

Part Three
Other Provisions

Article X
Corporate Seal

Section 1. The Headsmen Council may adopt, use and, at will, alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Article XI
Indemnification.

Section 1. The Society shall, through its governing corporation, shall indemnify present and future Directors, officers, agents, volunteers, or members of any council, committee, or other body created by these Bylaws or the Board of Directors of the corporation against all or any portion of any expense actually and necessarily incurred, by him or her, in connection with the defense of any such claim, suit, or proceeding (whether or not he or she continues to serve in the capacity above referenced, at the time of incurring such expense) to which he or she is made a party by reason of being or having been Directors, Officers, or other agents, to the fullest extent permissible by the provisions of the Texas Business Organization Code and other applicable statutes for any loss or damage suffered on account of any lawful action taken by said person in such capacity.

Section 2. The provisions of Section 1 of this Article shall be in addition to and not in limitation of any other rights, indemnities, or limitations of liability to which any member above referenced may be entitled as a matter of law, these Bylaws, agreement, vote of Directors, or otherwise.

Section 3. Notwithstanding the foregoing, the provisions of Sections 1 and 2 of this Article shall not apply to any action that was admitted or proven to have been taken, which would disqualify the corporation for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code).

Section 4. This corporation shall not indemnify any such person with respect to:

1. dues owed the Society, if any;
2. any matter as to which he or she shall be finally adjudged in any such action, suit, or proceeding to be liable for negligence, misconduct in the performance of duty, fraud, or that resulted in illegal personal benefit to him or her; and/or,
3. any matter upon which any settlement or compromise shall be effected, if the total expense, including the amount paid in such settlement, shall substantially exceed the expense that might reasonably be incurred by such person in conducting such litigation to a final conclusion.

Section 3. Notwithstanding any repeal of this Article or any amendment thereof, the foregoing indemnification shall be binding upon the corporation (subject to the exceptions set forth in this Article) as to all claims, actions, suits, or proceedings, and expenses connected therewith in settlements thereof, as above provided, arising out of matters which occur during or are referable to, the periods prior to any such repeal or amendment.

Article XII
Amendments.

Section 1. In accordance with Article VIII of the Certificate of Formation of this Society, the power to amend these Bylaws is reserved exclusively to the members.

Section 2. The By-laws may be amended, altered or repealed at any members' meeting by a three-fourths majority vote, a quorum being present, provided that the proposed action is inserted in the notice of the meeting.

Article XIII
Precedence and Severability

Section 1. If there is any conflict between the provisions of these Bylaws and the Certificate of Formation of this Society as filed with the Office of the Secretary of State of Texas on the fourth day of August, 2006, the provisions of the Certificate of Formation shall govern.

Section 2. 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 holding.

Part Four
Certifications

Article XIV
Certification of Approval of Bylaws.

We, the undersigned officers of the Society, hereby certify that the foregoing is a true and correct copy of The Bylaws of Native American Warrior Society of Texas as duly approved by unanimous vote, a quorum being present, in a meeting of the Headsmen Council called for that purpose on the 1^st day of September, 2007.

In witness thereof, we have hereunto subscribed our names.

___Original signed________	___Original signed________
Dick Green,	Calvin Pidgeon,
Elder	Secretary-Treasurer

Article XV
Certification of Ratification of Bylaws.

We, the undersigned officers of the Society, hereby certify that the foregoing is a true and correct copy of The Bylaws of Native American Warrior Society of Texas as duly ratified by unanimous vote, a quorum being present, in a meeting of the members called for that purpose on the 6^th day of October, 2007 and which now constitutes the Bylaws of this Society.

In witness thereof, we have hereunto subscribed our names.

___Original signed________	___Original signed________
Dick Green,	Calvin Pidgeon,
Elder	Secretary-Treasurer

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