By~Laws

WALLOWA BAND NEZ PERCE TRAIL INTERPRETIVE CENTER, INC.

BY-LAWS

ARTICLE 1 - PURPOSE

1. PURPOSE. The purpose of the NPTIC Inc. (hereinafter the "Corporation") is to secure, develop, manage the real property and related assets to enhance and enrich the relationships among the descendants of indigenous people and the contemporary inhabitants of the Wallowa Valley, to create a physical place to build these relationships and to preserve and celebrate the culture of the indigenous inhabitants, and to educate the general public on the history of the area.

2. POLICIES. The Corporation and its activities, programs, and policies shall be nonprofit, nonpartisan, and non-sectarian.

ARTICLE II - MEMBERSHIP

1. MEMBERSHIP. There shall be no general membership in the Corporation.

ARTICLE III - BOARD OF DIRECTORS

1. POWERS AND DUTIES OF THE BOARD OF DIRECTORS. Members of the Board of Directors shall be charged with the general supervision and control of all the business, government, and property of the Corporation and shall have the power to order disbursement of all monies of the Corporation as it may deem fit.

2. MEETINGS. Meetings can be called by the President or any two officers of the Board of Directors. The Board of Directors may establish such regular meetings as is deemed appropriate. The meetings will be public. Input and help is accepted from all who attend. Only the members of the Board of Directors will be able to vote on motions.

3. DIRECTORS. The number of directors shall be no more than 30, nor less than 15.

A. The Board will seek to establish and broaden membership that represents indigenous and contemporary inhabitants of the Wallowa Valley.

A minimum of three directors shall serve on the Board from each of the following

districts:

1) Wallowa Valley
2) Umatilla Reservation
3) Colville Reservation
4) Nez Perce Reservation
5) At-large

B. At the time of implementation of this revised article, each district will have one three year term member, one two year term member and one year term member to ensure staggered terms of representation.

C. Board members will be nominated, voted upon and continue to serve based on dedication to the purpose of the organization.

D. Recognizing that many historic decisions have been made arbitrarily on behalf of Indian people which had adverse consequences, the Board will not require information regarding race, religion, blood quantum or tribal enrollment in membership decisions.

4. TERMS. Terms of the Board membership shall be for three years, with one-third of the Directors elected each year. The existing directors shall nominate and elect new directors at a regular Board meeting in March of each year. Terms shall begin on the first of April each year.

5. QUORUM. Seven members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors, and the majority of those voting shall be sufficient to pass any measure.

ARTICLE IV - EXECUTIVE BOARD

1. EXECUTIVE BOARD. The Executive Board shall be composed of the four elected officers of the Corporation (President, Vice President, Secretary, Treasurer); the immediate Past President; a representative from Tamkaliks; a representative from the Art Auction Committee; a member from the Colville Reservation; a member from the Nez Perce Reservation in Idaho; a member from the Umatilla Reservation and two members elected at large from the General Board.

2. POWERS AND DUTIES OF EXECUTIVE BOARD. The Executive Board shall be charged with general supervising and control of all the business, government, and property of the Corporation and shall have the power to order disbursement of all monies of the Corporation subject to oversight of the full Board of Directors.

3. MEETINGS. Meetings can be called by the President or any two Executive Board members. The Executive Board may establish such regular meetings as is deemed appropriate. The meetings will be public. Input and help is accepted from all who attend. Only members of the Executive Board will be able to vote on motions at Executive Board meetings.

4. PROXIES. An Executive Board Member may designate a proxy for a particular meeting or a particular vote. The proxy shall be a member of the General Board.

5. QUORUM. Five members of the Executive Board shall constitute a quorum at any meeting. Five affirmative votes shall be necessary to pass any measure.

ARTICLE V - OFFICERS AND THEIR DUTIES

1. ELECTED OFFICERS OF THE CORPORATION. The elected officers of the Corporation shall be President, Vice President, Secretary and Treasurer. The officers and all members of the Executive Board of Directors, shall be elected annually at the March General Board Meeting and shall serve terms beginning on the first of April. Officers may serve no more than three consecutive terms.

2. DUTIES OF THE PRESIDENT. The president shall act as the executive officer of the Board of Directors and the Executive Board, preside at all meetings of these boards, and shall sign all resolutions, deeds, bills of sale, and all other instruments. The President shall have been the immediate past Vice President, or, if this is impossible, shall be elected from among those who serve or have served on the Executive Board.

3. DUTIES OF THE VICE PRESIDENT. The Vice President shall perform all duties of the president in case of absence, death or disability of the President.

4. DUTIES OF THE SECRETARY. The Secretary shall take minutes of the meetings of the Board of Directors and the Executive Board, or cause to have them taken, and shall present them for approval at the next meeting. The Secretary shall be custodian of and preserve all books, documents, reports, minutes, and communications of the Board of Directors and the Executive Board. These shall be kept open for inspection by members of the Board.

5. TREASURER. The Treasurer shall be appointed by the elected members of the Executive Board and shall oversee receipt and disbursal of all funds of the Corporation pursuant to the control, oversight and direction of the Board of Directors and shall oversee the keeping of all financial records of the Corporation.

ARTICLE VI - VACANCIES AMONG THE OFFICERS AND BOARD MEMBERS

1. VACANCIES. All vacancies among the members of the Board of Directors created by the permanent removal from the community, resignation, or death shall be filled by the Board of Directors at the next regular meeting following the occurrence of said vacancy. Nomination and majority vote (as defined in Article III, Paragraph 4 and 5) shall fill said vacancy.

2. A vacancy may be declared for absence at four consecutive General Board

Meetings. Members may be removed by vote of the Board of Directors at a regularly scheduled meeting.

ARTICLE VII - COMMITTEES

1. CREATION OF COMMITTEES. The President with the concurrence of the Executive Board may create or disband such committees as from time to time are deemed appropriate and the President may nominate and appoint members to serve on the committees. A nominating committee is an example of a temporary committee which meets for a brief period of time. Ad Hoc committees may be convened for specific purposes for short periods of time, e.g., to deal with fund raising, development of a specific facility, to hold a one-time meeting or conference. Standing committees serve on an annual basis
and deal with on-going activities. All committees will have members of the Board of Directors on them, but membership on a standing committee or on an ad hoc or temporarily convened committee shall not be limited to Board Members.

2. STANDING COMMITTEES. Members of standing committees are appointed annually by the President with the concurrence of the Executive Board. Standing committees may be initiated and disbanded in the same manner. There shall be two standing committees: The Tamkaliks Committee, which produces the annual July Tamkaliks Celebration; and the Nez Perce Art in the Wallowa Committee, which produces the annual fall art auction.