Article 1~ Purpose
The Diné Studies Conference, Inc. is organized as a charitable and educational corporation so as to qualify for exemption under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
In pursuit of the lawful affairs for which a nonprofit corporation may be incorporated, the Diné Studies Conference, Inc. Articles of Incorporation describe the purposes of the organization to include the following:
- To promote Navajo Studies, including studies of language, culture, history, and all aspects of Navajo life;
- To organize periodic meetings for the promotion, exchange, and diffusion of knowledge and information about Navajo life;
- To publish in any format periodic or occasional writings, art, music, and any other discussion or aspects of Navajo life;
- To foster collaborative research among and between Navajos and non-Navajos and to share this information with the Navajo public;
- To raise ethical issues and to respect their importance to the study of Navajo life;
- To foster involvement of youth and elders in Navajos studies;
- To encourage the preservation and perpetuation of information about Navajo life; and
- To promote a deeper understanding and respect for Navajo life throughout the world.
In addition, Diné Studies Conference, Inc. is also organized to encourage Navajo people to engage in Navajo studies.
Diné Studies Conference, Inc. may adopt policies and positions on Navajo cultural issues in the public interest. However, the adoption of any such policy or position shall not bind any member, nor shall it be construed to limit the prerogative of any member to adopt an alternative or contrary policy or position for himself or herself.
ARTICLE II-PRINCIPAL OFFICE
The principal office of the corporation is located with the Registered Agent (RA) and may be changed as needed. Such changes shall not require an amendment of these Bylaws.
The corporation may also have offices at other places as its business and activities may require, and as the Board of Directors may designate.
Diné Studies Conference, Inc. is a membership organization that reflects an alliance of interested individuals and groups. Membership shall be open to any individual or group that endorses the purposes of the Diné Studies Conference, Inc.
There are two Membership categories:
- Active Member, which includes all individuals who register for a Diné Studies Conference; this membership remains in place until the date of the next conference.
- Continuing Member, which includes all individuals and groups who pay dues for the purpose of maintaining communication with Diné Studies Conference, Inc.
The Board of Directors shall establish the amount of membership dues for each membership category, and may establish additional dues as needed.
Diné Studies Conference, Inc. shall not sell or otherwise distribute its membership list to groups or individuals not directly affiliated with the corporation.
The Diné Studies Conference, Inc. conducts or sponsors the following types of meetings:
- The Diné Studies Conference;
- The Diné Studies Symposium;
- The Diné Studies Conference, Inc. Business Meeting;
- The Board of Directors meeting(s);
- Executive Board meetings; and
- Such other meetings as are necessary to carry out the purposes of this corporation
A formal meeting of the Board of Directors or the Executive Board may be waived in lieu of a telephone conference, Internet conference, correspondence, or other informal means so long as all board members sign a waiver to that effect.
Diné Studies Conference, Inc. shall conduct a Business Meeting during each regularly scheduled Diné Studies Conference or Symposium. The Diné Studies Conference, Inc. Business Meeting shall be listed in the Conference or Symposium program.
A quorum at the Business Meeting shall consist of no less than nine (9) members, including a minimum of two (2) officers from the Board of Directors of the Diné Studies Conference, Inc.
Board members are expected to attend all Board meetings. If a member has three unexcused absences, he or she will be removed from the Board. The necessity of missing a meeting must be discussed with the President and an excused absence granted by that officer before the meeting to be missed actually occurs. Should a Board member not be able to fulfill his/her term or service, another person will be elected at the next conference or symposium to do so. That person will be on the usual slate of nominees but will be elected for a term that only completes the remainder of the term of the person who was removed.
ARTICLE IV- MEETINGS
The Board of Directors shall be the governing body of the Corporation. By the adoption of policies, budgets, plans, and priorities, and through decisions made on other matters, the Board shall control, regulate, and direct all activities and responsibilities of the corporation, unless otherwise specifically designated in these Bylaws, or as appropriately delegated.
A "Conference/Symposium term" is defined as the period between consecutive Diné Studies Conferences or Symposiums, which begins following the conclusion of the election of the Board of Directors at the initial Conference/Symposium and ends at the same time during the succeeding Conference/Symposium.
The Board of Directors shall be composed of the following:
- Nine (9) At-Large voting positions, including three (3) elected at the 2001 Conference for one Conference/Symposium term, three (3) for two Conference/Symposium terms, and three (3) for three Conference/Symposium terms. All subsequent terms for At-Large positions on the Board of Directors shall be for three Conference/Symposium terms.
- Two (2) ex officio non-voting positions including (a) the immediate past President of the Diné Studies Conference and (b) the current President of the Diné Studies Conference.
No person shall serve on the Board for more than three consecutive Conference/Symposium terms. However, a person may be re-elected to the Board after having been off it for a period of one Conference/Symposium term.
The Board of Directors is authorized to make decisions for the corporation in the interim between the Diné Studies Conference, Inc. Business Meetings.
The directors shall not be held personally liable for the debts, liabilities, or other obligations of the corporation. If for some reason they are held liable, then the directors shall be indemnified by the corporation to the fullest extent permissible under the laws of the Navajo Nation.
ARTICLE V- BOARD OF DIRECTORS
The voting Board shall select officers from within their group including President, Vice President, Secretary, and Treasurer. These positions form the Executive Committee.
The duties of these officers shall be those usually exercised by their office.
The President and Secretary are responsible for ensuring that the Annual Report(s) is(are) submitted as required.
ARTICLE VI- OFFICERS
Prior to the Diné Studies Conference, Inc. Business Meeting a Nominating Committee shall present a slate of candidates for Board positions to be filled at the subsequent election. The slate shall include at least one candidate for each open position, including vacant positions. The Board of Directors shall provide a process for accepting additional nominations by the membership.
To be considered and accepted as a candidate for the Board of Directors, a person must be a member of the Diné Studies Conference, Inc.; supportive of the organization's mission; knowledgeable and sensitive about Navajo culture; and available to attend membership and Board Meetings.
The election shall be held at the Diné Studies Conference, Inc. Business Meeting.
The candidate receiving the most votes for a position shall be elected to that position.
The election of the Board Of Directors shall follow the procedures outlined:
- Each voting member shall be entitled to one vote on each matter submitted to a vote of the membership. Proxy votes shall not be allowed.
- The election of the Board of Directors will be held on-site at the Diné Studies Conference or Symposium. Election procedures will be in accordance with the election procedures established and published by the Board of Directors.
- No absentee balloting will be allowed.
- Ballots will be printed with candidates names clearly stated.
- Ballots shall not be counted if the member votes for more than the number required, or if the ballot is unclear in any way. The Secretary officer will preside as the official Board of Directors election judge.
- The election results will be announced at the end of the Business Meeting or the same-day of the election.
- The new Board of Directors elected shall assume official duties at the first Diné Studies Conference, Inc. Board of Directors meeting after the election.
- VACANCIES: The candidate with the next highest number of votes from the most recent Board of Directors election will fill any board vacancy, completing the unexpired term. Any unexpired term of an officer shall be filled from within the Board of Directors.
ARTICLE VII- ELECTIONS
The Board may establish standing or ad hoc committees and work groups.
ARTICLE VIII~ COMMITTEES
Diné Studies Conference, Inc. may employ staff or retain contractors as needed to carry out the activities and projects of the organization.
ARTICLE IX~ EMPLOYEES AND CONTRACT -ORS
The fiscal year for Diné Studies Conference, Inc. shall be from March 15 to March 14 of the following year.
The Board shall establish such policies as it determines necessary to assure adequate financial control of the organization's resources.
No grant proposal shall be submitted in the name of Diné Studies Conference, Inc. without the approval of the Board of Directors.
ARTICLE X-FINANCIAL POLICIES
ARTICLE XI~ CORPORATE RECORDS, REPORTS, AND SEALS
The corporation shall keep at its principal office:
- Minutes of all meetings;
- Adequate and correct books and records of account;
- A record of its members, indicating their names and addresses, and, if applicable, the class of membership held by each member and the termination date of any membership;
- A copy of the corporation's Articles of Incorporation and Bylaws as amended.
The Board of Directors may adopt, use, and alter a corporate seal. Failure to affix the seal to corporate instruments shall not affect the validity of any such instrument.
Each director shall have the right at any reasonable time to inspect and copy all books, records, and documents of the corporation and to inspect the physical properties of the corporation.
Each and every member shall have the right, for a purpose reasonably related to such person's interest as a member, to inspect the list of members' names. They shall also have the right to inspect at any reasonable time the books, records, or minutes of the proceedings of the members or of the board or committees of the board, for a purpose reasonable related to such person's interests as a member.
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of the Navajo Nation or to the members of this corporation to be so prepared and delivered within the time limits set by law.
ARTICLE XII~ IRC 501(C)(3) TAX EXEMPTION PROVISIONS
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), and political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(C)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(C)(2) of the Internal Revenue Code.
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Under the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(C)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local or tribal government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the Navajo Nation.
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation (1) shall distribute its income for said period in such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; (2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code;(4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and (5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
Diné Studies Conference, Inc. shall not discriminate in its provision of services, practices of employment or membership on the basis of race, color, national origin, religion, gender, sexual orientation, or disability.
ARTICLE XIV-AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Active Members at any Diné Studies Conference, Inc. Business Meeting, provided that written notice of intent to amend the Bylaws is provided in advance of the meeting.
Any duly adopted amendment to the Bylaws shall be filed as required with appropriate office of the Navajo Nation.
ARTICLE XV-CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for some reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
These Bylaws were duly adopted by a quorum majority vote of the active members at a Navajo Studies Conference, Inc. Business Meeting held in Flagstaff, Arizona, on October 18, 2001.
Article VII, Section 5 change clarifies the election procedures and name change to Diné Studies Conference, Inc. were duly adopted by a majority vote of active members at the Navajo Studies Symposium held in Kayenta, Arizona, on October 27, 2017.