Bylaws

Ninilchik Natives Association, Inc.

Section 1. Registered Office.

The Corporation shall maintain a registered office in the State of Alaska as required by law.

Section 2. Other Office.

The Corporation may have offices at such other places both within and outside the State of Alaska, as the Board of Directors may from time to time designate, or the business of the Corporation may require.

Article II

Shareholder Meetings and Voting

Section 1. Place of Meeting.

Meetings of the shareholders shall be held at the principal office and place of business of the Corporation or at such other place as the Board of Directors designate.

Section 2. Annual Meeting.

(a) Time. The annual meeting of the shareholders shall be held on the second Saturday in April of each year and not more than thirteen (13) months after the date of the prior annual meeting at the principal office of the Corporation, or at such other place that the President or the Board of Directors of the Corporation may reasonably designate.

(b) Election. At the annual meeting the shareholders shall elect a Board of Directors, consider reports of the affairs of the Corporation and transact such other business as may be properly brought before the meeting.

(c) Later Time. In the event that the annual meeting is not held on the second Saturday in April, or any adjournment of the annual meeting, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as it conveniently may be held.

Section 3. Special Meetings.

The President or the Board of Directors may call special meetings of the shareholders. The Secretary may also call a special meeting at the written request of shareholders of not less than one-tenth (1/10) of all the shareholders entitled to vote at such meeting. Such requests shall state the purpose of the proposed meeting. Only such business shall be conducted at a special meeting as is specified in the notice of the meeting.

Section 4. Notice of Meetings.

(a) Notice Requirements. Written notice stating the place, day, and hour of the meeting, and in case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered not less than twenty (20) days and not more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the Officer or person calling the meeting. Each shareholder of record entitled to vote at such meeting shall receive notice of each meeting. If mailed, the notices shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the shareholder at the shareholder's address as it appears on the stock transfer books of the Corporation, or if the shareholder has filed with the Secretary of the Corporation a written request that notice be mailed to a different address, then addressed to the shareholder at the new address. The Secretary shall execute an affidavit when notice of a shareholders’ meeting is complete stating that notice has been given in compliance with this paragraph.

(b) Waiver. Notice of any regular or special meeting may be waived by written consent whether executed before or subsequent to such meeting. The attendance of any shareholder in person or by proxy at any regular or special meeting shall be deemed a waiver of the notice except where a shareholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

(c) Adjournment. When a meeting is adjourned for thirty (30) days or more, or when a redetermination of the person entitled to receive notice of the adjourned meeting is required by law, notice of the adjourned meeting shall be given as for an original meeting. In all other cases, no notice of the adjourned meeting or of the business to be announced at the meeting at which adjournment is taken is required.

Section 5. Quorum.

(a) Number. At any meeting of the shareholders, the holders of a majority of the shares entitled to vote being present in person or represented by proxy shall constitute a quorum for the transaction of business.

(b) Withdrawal of Quorum. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum; provided that any action taken at such meeting, other than adjournment, shall be approved by at least a majority of shares required to constitute a quorum.

(c) Adjournment. In the absence of a quorum, a majority of those present, in person or represented by proxy, may adjourn the meeting from time to time until a quorum shall attend. Any business that might be transacted at the original meeting may be transacted at the adjourned meeting if a quorum then exists.

(d) Approval of Action. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting shall be the act of the shareholders unless the law or the Articles of Incorporation require the vote of a greater number.

Section 6. Voting of Shares and Proxies.

(a) Subject to the following provisions, each outstanding share is entitled to one vote on each matter submitted to a vote at a meeting of the shareholders, except to the extent that law or the Articles of Incorporation limits the voting rights of the shares.

(b) Except as otherwise provided in the Articles of Incorporation:

1. Voting Eligibility. Only shareholders of Ninilchik Native Association, Inc., who are Natives, lineal descendants of Natives, or adoptees of Natives whose adoption occurred prior to their majority, are eligible to vote or to hold proxies for voting at shareholders’ meetings of the Corporation and only proxies held by said shareholders will be deemed valid. The meaning of the terms “Native,” “descendants of Natives” and “adoptees” as used in these Bylaws shall be as defined in the Alaska Native Claims Settlement Act, 43 U.S.C. §1602.

2. Methods of Voting. A shareholder may vote shares either in person, by proxy executed in writing by the shareholder, or by a duly authorized power of attorney registered with the Secretary of the Corporation before being voted.

3. Proxy. No proxy shall be valid after eleven (11) months from the date of its execution by the shareholder granting it, unless it constitutes an irrevocable proxy under Alaska Statutes 10.06.418(e). To be registered, a proxy must be received by the Election Judge by 5:00 p.m. the day before the meeting at which the proxy is to be voted.

4. Proxy Revocation. A proxy continues in full force and effect until revoked by the person executing it, except as provided in this section. A person may revoke a proxy by a writing delivered to the Corporation stating that the proxy is revoked; by a subsequent proxy executed by the person executing the prior proxy and delivered to the Corporation; or by attendance at the meeting and voting in person by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which the proxies are mailed.

5. Quorum. Once a proxy has been registered with the Secretary, or a shareholder has registered in person, the registration shall be counted for the purpose of establishing a quorum. Once registered, either by proxy or in person for any meeting, registration cannot be withdrawn.

6. Cumulative Voting for Directors. At an election for directors each shareholder entitled to vote may vote in person or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected (or may cumulate votes within each class by giving one candidate as many votes as the number of directors to be elected multiplied by the number of shares held by the shareholder, or by distributing these votes on the same principle among any number of candidates.

Section 7. Voting Rights.

Persons entitled to receive notice of and to vote at any shareholder meeting shall be determined from the records of the Corporation on the date of mailing of the notice or on such other record date not more than sixty (60) days and not less than twenty (20) days before such meeting as fixed in advance by the Board of Directors.

Section 8. Voting of Shares by Representative.

Except as provided by law or by the Articles of Incorporation:

(a) Representative. Shares held by the administrator, executor, guardian, receiver or conservator may be voted, either in person or by proxy, without a transfer of the shares into such representative's name.

(b) Corporate. Shares standing the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or in the absence of such provisions, as the board of directors of such corporation may determine.

(c) Receiver. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer of the shares into the receiver's name if authority to transfer the shares is contained in an appropriate court order by which the receiver was appointed.

(d) Voting by Custodians. Shares held of record by a custodian for a minor who has received stock by will, trust, intestate succession, or an inter vivos gift from a parent, grandparent, great-grandparent, uncle or aunt, brother or sister, may be voted by the custodian designated on the books and records of the Corporation. The custodian shall hold the stock until the minor reaches age eighteen (18). Thereafter, the Secretary shall cause an appropriate notice to be placed in the records of the Corporation and the named minor may vote the shares whether or not a new share certificate is issued. In the event both the custodian and the named minor seek to vote the shares, the vote of the named minor shall be the vote recorded if the election Inspectors obtain acceptable proof of the age of the named minor prior to the shareholders' vote.

(e) Non-Natives. Persons who are not Natives or descendants of Natives may only vote if they are voting in a representative capacity for a person who is Native or a descendant of a Native.

Section 9. Voting Lists.

The Officer or agent having charge of the stock transfer records for shares of the Corporation shall make, at least twenty (20) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment of the meeting. This list shall be arranged in alphabetical order, with the address of and the number of shares held by each shareholder, shall be on file at the office of the Corporation for a period of twenty (20) days prior to the meeting, and shall be subject to inspection by any shareholder during the twenty (20) day period and the whole time of the meeting. Stock transfer recordings shall be subject to inspection by any shareholder during the whole time of the meeting. The stock transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such lists or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 10. Conduct of Shareholder Meetings.

Meetings of the shareholders shall be presided over by one of the following Officers in the order stated if present and acting: the President; a Vice President; a Chairman for the meeting chosen by the Board of Directors; or, if none of the foregoing, is in office and present, an acting Chairman may be chosen by the shareholders. The Secretary of the Corporation or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting. If neither the Secretary nor an Assistant Secretary is present, the Chairman for the meeting shall appoint a recording secretary of the meeting.

Section 12. Inspectors and Judges.

(a) Selection. The Directors, in advance of any shareholder meeting, may, but need not, appoint one or more impartial inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If inspector(s) or judge(s) are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by an appointment made by the Directors in advance of the meeting or at the meeting by the person presiding.

(b) Oath. Each inspector or judge, if any, before entering upon the discharge of his or her duties, shall take and sign an oath to faithfully execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his or her ability.

(c) Duties. The inspectors or judges, if any, shall: determine the number of shares of stock outstanding and the voting power of each; the shares of stock represented at the meeting; the existence of a quorum; receive and verify all proxies submitted and the validity and effect of proxies; receive votes, ballots or consents; hear and determine all challenges and questions arising in connection with the right to vote; count and tabulate all votes, ballots, and consents; determine the results; and do such other acts as are proper to conduct the election or vote with fairness to all shareholders.

(d) Reports. On request of the person presiding at the meeting, the inspectors or judges, if any, shall make a report in writing of any challenge, question, or matter determined, and execute a certificate of any fact found. Election inspectors' or judges’ decision shall be final upon any challenge.

Section 13. Conduct.

Unless otherwise determined by the Board of Directors prior to a meeting of shareholders, all meetings shall be conducted in accordance with Robert's Rules of Order Revised. In the event of any dispute regarding Robert's Rules of Orders Revised, the decision of the Chairman of the meeting if final.

Article III

Directors and Management

Section 1. Powers.

A Board of Directors shall manage the business and affairs of the Corporation. The Board of Directors shall exercise or direct the exercise of all corporate powers; except to the extent shareholder authorization is required by law, the Articles of Incorporation, or of these Bylaws.

The duties and responsibilities of the Directors shall include, but not be limited to, the following: election of corporate officers; contract approval; purchase and sale of assets; long-range planning including goals, objectives and budgets; authorizing committee work and assignments; approving compensation, travel and per diem; authorizing distributions to shareholders; policy development; adoption of corporate policies and procedures in accordance with Article VIII Section 6 of these Bylaws; and such other duties as are necessary to the proper management of the Corporation.

Section 2. Number.

(a) Composition. The Board of Directors shall consist of seven (7) members until the Board of Directors changes the number.

(b) Change in Number. A change to the number of Directors shall be made by amendment of these Bylaws.

(c) Reduction in Number. No reduction of the number of Directors shall have the effect of removing any Director to the expiration of his the Director's term of office.

(d) Qualifications. Directors must be voting shareholders of the Corporation and over the age of eighteen (18).

Section 3. Election and Tenure of Office.

The Directors shall be elected for staggered terms. At the annual meeting of the shareholders after amendment to these Bylaws , the first year three (3) Directors shall be elected for a term of three (3) years; the next year two (2) Directors shall be elected for a term of three (3) years; and the following year two (2) Directors shall be elected for a term of three (3) years. Directors shall hold office for their three (3) year terms until the next annual meeting of the Corporation and until their respective successors have been elected.

Section 4. Vacancies.

(a) Definition. A vacancy in the Board of Directors shall exist upon the death, resignation, or removal of any Director.

(b) Resignation. A Director may resign at any time with such resignation to be made in writing and to take effect immediately without acceptance upon delivery to the Chairman of the Board, the President, the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of the resignation. When a resignation takes effect at a future date, a successor Director may be elected to take office when the resignation becomes effective.

(c) Directors Filling Vacancies. Unless otherwise provided in the Articles, and except for a vacancy created by the removal of a Director, vacancies on the Board may be filled by a majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office for the unexpired term of that Director's predecessor.

(d) Shareholders Filling Vacancies. If the Board of Directors has not filled a vacancy within forty-five (45) days, the shareholders may elect a Director to fill any vacancy not filled by Directors.

(e) Increasing the Number of Directors. The shareholders shall elect the additional Directors in the event an amendment of the Bylaws is adopted which increases the number of Directors.

Section 5. Meetings.

(a) Location. Meetings of the Board of Directors shall be held at such place as may be designated from time to time by the Board of Directors or other such person calling the meeting, either within or without the State of Alaska.

(b) Annual Meeting. An annual meeting of the Board of Directors shall be held within ten (10) days following the adjournment of the annual meeting of shareholders, or as soon thereafter as reasonably possible for the purpose of reorganization, including the election of officers of the Corporation, committees, and consideration of any other business that may properly be brought before the meeting.

(c) Regular Meetings. The Board of Directors shall meeting in regularly scheduled session at the Corporation's office or at such other place as may be designed by the Board by resolution authorizing regular meetings.