Cover Sheet
COWASS NORTH AMERICA INCORPORATED
By-Laws
Notice that the "template or insignia" was and is the SAME as that used by Swanton, Vermont's St. Francis/ Sokoki group's ASHAI (Abenaki Self-Help Association, Inc.) uses.
C-O-L-L-U-S-I-O-N?
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE 1: NAME
The name of this Corporation is COWASS NORTH AMERICA INCORPORATED.
ARTICLE II (2): PURPOSE and MISSION
The purpose and mission of the Corporation is to engage in the following activities:
Today, there are many Native American Tribal groups co-exisiting in North America. Some of the Native American People are living in traditional American Indian communities. However, many of the People and their descendants are not living the traditional life style but are scattered among every level of the general population. Collectively, as a group, the Native American People are among the lower levels of society both socially and economically. Most often ranking somewhere between poverty and lower middle class in today's society.
Included within these groups are the Abenaki People and teh descendants thereof, most recently of New England and eastern Canada but historically proven to have existed in Southern New England notable, Massachusetts prior to and during the 1800's.
Many of these Abenaki and other "Urban Indians" are struggling to maintain their spiritual, cultural, and ethnic identity and solidarity and trying to keep their Native history, legend, and lore alive for future generations. Many more have yet to experience this awaking of their true heritage.
The Corporation shall be a charitable, religious, cultural, scientific, literary and educuational organization to operate for Native Americans of North America, the purposes of which shall be consistent with Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended, and in furtherance thereof;
1. To provide services and resources to assist the Coos (Cowasuck) Band of the Abenaki Nation and other Abenaki and Native American Peoples that have assimilated into the general population of North America so that they may live without hunger, to be clothed, to have proper housing, and to experience the spiritual and cultural awareness that is part of the Native American heritage.
2. To provide a network of self help assistance and guidance for food, clothing, housing, and employment for Abenaki and other Native American People in times of need through the use of food pantries, clothing outlets, support groups, information centers, employment opprotunities, and other resources.
3. To preserve the spiritual and cultural heritage of the Abenaki and other Native American Peoples. Develop educational and cultural programs to teach the history, legends, lore, religion, langauge, and culture of the Abenaki and other Native American Peoples.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE II (2): PURPOSE and MISSION (CONTINUED)
4. To support Abenaki and other Native American Tribal Councils, groups, and organizations in their efforts to preserve and promote Native American culture and concerns.
5. to build, purchase, or otherwise provide affordable housing or first time purchase of homes for Abenaki and other Native American Peoples.
6. To establish a network of foster and adoptive homes for all Native American children in need.
7. To provide enterprise to establish employment training and employment opprotunities for Native American People. Promote Native American owned and operated businesse, service, manufacturing, or other industry.
8. To preserve and protect the People, animals, insects, plants, land, waters, and air of the ancestral lands of the Abenaki and other Native American Peoples.
9. To collect and receive funds by way of gifts, contributions, grants, subscriptions, or other legal means consistent with the law and purposes of this organization as well as engage in other charitable purposes lawful in this Commonwealth of Massachusetts.
10. To reach out and provide services as a clearing house for the dissemination of information relating to the Abenaki Nation and Peoples.
11. To further the charitable, religious, cultural, scientific, literary, and educational well being of all mankind.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE III: MEMBERSHIP AND MEETINGS
A. BOARD OF DIRECTORS
1. Powers and Responsibilities
The Board of Directors shall be responsible for setting policies, and for approving transactions.
2. Size and Composition
The Board of Directors shall consist of three members, of which all shall be members o the Coos (Cowasuck) Band of the Abenaki Nation.
3. Selection of Directors
The Board of Directors shall be elected by the members of the Coos (Cowasuck) Band Council (one and the same very likely; Incorporation = Band Council ~and~ Board of Directors) of the Abenaki Nation during one of four annual Tribal meetings (Inc. meetings) that are called as needed by the Tribal Council Chief (Incorporation President). A two week notice will be given in advance of a meeting that shall be used to elect Directors.
4. Term of Office
The Board of Directors shall be elected for a term of five calendar years.
5. Absenteeism
Unexcused absenteeism from three consecutive meetings of the Directors will result in a member being removed from the Board.
6. Vacancy
Any vacancy on the Board of Directors shall be filled by a vote of the Coos (Cowasuck) Band Tribal Council of the Abenaki Nation no later than the second Tribal meeting following the vacancy.
7. Resignations
Resignation of a member of the Board of Directors shall be in writing to the President of the Board of Directors. That would be Paul Wilson Pouliot.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE III (3): MEMBERSHIP AND MEETINGS (CONTINUED)
B. OFFICERS
1. Comoposition
Officers of this Corporation shall be a President, Clerk, and Treasurer. These positions shall be elected by the members of the Coos (Cowasuck) Band Council of the Abenaki Nation during one of four annual Tribal meetings that are called as needed by the Tribal Council Chief. A two week notice will be given in advance of a meeting that shall be used to elect the officers of the Corporation. The Officers of the Corporation shall also serve on the Board of Directors.
2. Selection
The Coos (Cowasuck) Band Council shall elect a nominating committee comprised of two members of the Board of Directors and three Coos (Cowasuck) Band Council members that are not on the Board of Directors. This committee shall present a slate of qualified Coos (Cowasuck) Band members for consideration as Officers of the Corporation at the appropriate Tribal meeting scheduled for such action.
3. Term
Officers of the Corporation shall serve a term of five years. No Officers of the Corporation shall sesrve in the same office for longer than two consecutive terms.
4. Duties
The duties of the Officers of the Corporation shall be the following:
The President shall be the Chief Executive Officer (CEO) of the Corporation and subject to the control of the participants. This position shall be the legal representative of the Corporation.
The Clerk shall prepare and submit all necessary reports to the Secretary of State of the Commonwealth of Massachusetts and report on all Corporation correspondence and shall act as the Recording Secretary of all meetings of the Corporation and Board of Directors and shall keep a record of said meetings and such other duties as designated by the Board of Directors of the Corporation.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE III: MEMBERSHIP AND MEETINGS (CONTINUED)
B. OFFICERS (CONTINUED)
4. Duties (continued)
The Treasurer shall be the Chief Financial Officer and Chief Accounting Officer of the Corporation and shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records, thereof. The tresurer shall have such other duties and powers as designated by the Board of Directors of the Corporation, and shall be in charge of the Corporation's book of account and accounting records and of its accounting procedures.
5. Resignation
Resignation of an Officers shall be submitted in writing to the President. The President's resignation shall be submitted to the Secretary.
6. Vacancy
Any vacancy of an Officer shall be filled by an election of the members of the Coos (Cowasuck) Band Council of the Abenaki Nation during a Tribal meeting that is called for this purpose by the Tribal Council Chief. A two week notice will be given in advance of this meeting. If the position of the President is vacated, the Vice-President shall assume the duties of the President until said election of the President is made.
C. MEETINGS
1. Annual Meeting
An annual meeting shall be held for the transaction of Corporation business and to report on the fiscal year. This meeting shall be held before the end of the Corporation's fiscal year.
2. Corporation Business Meetings
The Corporation shall meet in regular session a minimum of four times a year. Special meetings of the Board of Directors may be called at the request of he President, or by at least two Board members.
3. Notices
A one week notice shall be given for all meetings.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE III: MEMBERSHIP AND MEETINGS (CONTINUED)
C. MEETINGS (CONTINUED)
4. Quorum and Majority
A quorum of the Board of Directors shall be five. A mojority vote shall consist of a simply majority of those present and voting.
5. Rules of Order
All meetings shall be conducted according to traditional Native American tribal council procedures as commonly known by the Abenaki Peoples.
D. COMMITTEES
1. Standing Committees
The Standing committees of this Corporation shall be: Public Relations, Fund Raising, Newsletter, Cultural Preservation.
2. Temporary Committees
Temporary committees may be established as required by and with the approval of the Board of Directors.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE IV: POLICY
1. The Corporation shall have perpetual succession in its corporate name.
2. The Corporation may sue and be sued.
3. The Corporation may have a corporate seal which it may alter at its pleasure.
4. The Corporation may elect or appoint directors, officers, employees, and other agents, fix their compensation and other agents, fix tehir compensation and define their duties, responsibilities, and obligations.
5. The Corporation may purchase, receive, take by grant, give, devise, bequest, or otherwise acquire, hold, improve, employ, use, and otherwise deal in and with real or personal property, or any interest therein, wherever situated in an unlimited amount.
6. The Corporation may purchase, solicit, and receive contributions from any and all sources and may receive and hold trust or otherwise funds received by gift or bequest.
7. The Corporation may purchase, take, receive, subscribe for, for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use, and otherwise deal in and with bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in different or similar business, government or other activities.
8. The Corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or created a security interest in, all or any of its property, or any interest therein, wherever situated.
9. The Corporation may make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds, and other obligations by mortgage,pledge, or encumberance of, or security interest in, all or any interest therein, wherever situated.
10. The Corporation may lend money, invest or reinvest its funds and take hold real and personal property as security for the payment of funds so loaned or invested.
11. The Corporation may do business, carry on its operations, and have offices and excise powers granted by Massachusetts General Laws, Capter 180, as now in force or as hereafter amended, in any jurisdiction within or without the United States, although the Corporation shall not be operated for the primary purpose of carry on for profit a trade or business unrelated to its tax exempt purposes.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE IV: (CONTINUED)
12. The Corporation may participate as a subscriber in the exchanging of insurance contracts specified in Massachusetts General Laws, Chapter 175, Section 94B as now in force or hereafter amended.
13. Unless the Corporation is entitled to exemption from federal income tax under Section 501 (c)(3) of the Internal Revenue Code in which case it shall make no contributions for other than religious, charitable, scientific, literary or educational purposes, the Corporation may make donations in such amounts as the directors shall determine, irrespective of Corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic, or similar purposes, and in time or war or other national emergency.
14. The Corporation may be an incorporator or of corporations of any type or kind.
15. The Corporation may be a partner in any business enterprise which it would have power to conduct by itself.
16. The Directors may make, amend, or repeal the by-laws in whole or in part. These by laws my be amended at any regular meetings of the Board of Directors by a two-thirds vote of the members present and voiting, provided thta the notice of the proposed amendment shall be given at the previous regular meeting of the Board of Directors.
17. Meetings of directors may be held anywhere in the United States.
18. No person shall be disqualified from holding any office by reason of any interest. Any officer or director of this Corporation individually, or any individual having any interest in any concern in which any such officer, director, or individuals have any interest, may be a party to, or may be pecuniarily interested in, any contract, transaction or other act of this Corporation, as long as it is conducted in a fair fashion consistent withthe purposes of this Corporation, and
(a) such contract, transaction or act shall not be in any way invalidated or otherwise affected by that fact;
(b) no such officer, director, or individual shall be liable to accout to this Corporation for any profit or benefit realized through any such contract, transaction, or act, ad;
(c) any such director of this Corporation may be counted in determining the existence of a quorum at any meeting of the members or of any committee thereof which shall authorize the same;
(d) the term "interest" including personal interest as a director, officer, stockholder, shareholder, trustee, director, or beneficiary of any concern; the term "concern" meaning any corporation, association, trust, partnership, firm, person, or othe entity other than this Corporation.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE IV: POLICY (CONTINUED)
19. No part of the assets of the Corporation and no part of any net earnings of the Corporation shall be divided among or inure to the benefit of any officer or director of the Corporation or any private individual or appropriated for any purposes other than the purposes of the Corporation as herein set fourth; and no substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influense legislation, and the Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. It is intended thta the Corporation shall be entitled to exemption from federal income tax under Section 501 (c)(3) of the Internal Revenue Code and shall not be a private foundation under Section 509 (a) of said code.
20. Upon Liquidation of dissolution of the Corporation, after payment of all liabilities of the Corporation or due provision therefore, all of the assets of the Corporation shall be disposd of to one or more organizations exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code.
21. The Corporation may have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is formed; provided that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180 or any other chapter of the General Laws of the Commonwealth of Massachusetts or of Section 501 (c)(3) of the Internal Revenue Code.
22. All references herein to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1954, as now in force or hereafter amended.
BY-LAWS
COWASS NORTH AMERICA INCORPORATED
ARTICLE IV: POLICY (CONTINUED)
23. The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501 (c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its Directors, Officers, employees, and other agents, including persons who serve at its request as Directors, Officers, employees, or other agents of another organization in which it has interest against all liabilities and expenses, including amounts paid in satisfaction of judgements, in compromise or as fines and penalities, and council fees, reasonably incurred by him/her in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which he/she may be involved or with which he/she may be threatened, while in office or thereafter, by reason of his/her being or having been such a Director, Officer, employee, or agent, exempt with respect to any matter as to which he/she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his/ her action was in the best interest of the Corporation. Provided, however, that as to any matter disposed of by a compromise payment by such Director, Officer, employee, or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the Corporation, after notice that it involves such indemnification. (a) By a dis-interested majority of the Directors thein in office, provided that there has been obtainedan opinion in writing of independent legal council to the effect that such Director, Officer, employee, or agent, appears to have acted in good faith i nthe reasonable belief that his/her action was in the best interest of the Corporation. Expenses including council fees, reasonably incurred by any such Director, Officer, employee, or agent, in connection with the defense or disposition of any such action, suit, or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon a receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he/she shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6.
The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Director, Officer, employee, or agent, may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in the paragrah, the terms "Directors", "Officers", "employees", and "agents", included their respective heirs, executors, and administrators, and an 'interested Director" is one against whom in such a capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
BY-LAWS
COWASS NORTH AMERICAN INCORPORATED
ARTICLE V:
By-laws of the Corporation have been duly adopted abd the initial Directors, President, Treasurer and Clerk or another presiding, financial or recording officers, whose names are set out below, have been duly elected.
ARTICLE VI:
The effective date of the organization of the Corporation shall be the date of filing with the Secretary of the Commonwealth on or after February 17, 1993.
ARTICLE VII:
1. LOCATION OF CORPORATION
The principal office of this Corporation shall be at 160 Dailey Drive, Franklin, Massachusetts 02038-2951.
2. OFFICERS
POSITION - NAME - ADDRESS
PRESIDENT - Paul W. Pouliot - 160 Dailey Drive Franklin, MA 02038
TREASURER - Linda A. Pouliot - 160 Dailey Drive Franklin, MA 02038
CLERK - Raymond P. Lussier - 810 Newport Avenue South Attleboro, MA 02703
DIRECTORS:
Paul W. Pouliot 160 Dailey Drive Franklin, MA 02038
Linda A. Pouliot 160 Dailey Drive Franklin, MA 02038
Raymond P. Lussier 810 Newport Avenue South Attleboro, MA 02703
3. FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of the month of December.
4. RESIDENT AGENT ADDRESS
The resident agent address of this Corporation shall be at 160 Dailey Drive, Franklin, Massachusetts 02038-2951.
According to the notation on these pages of this Incorporation, it wo9uld appear that these are old By-Laws and Logo "BEFORE" the new logo design ca. 1996?
NOTICE again, that it is the same design as that used by Homer Walter St. Francis Sr.'s group up in Swanton, Franklin County, Vermont.
LINK:
In particular, instead of re-posting of this particular document dated May 08, 1993 "again" on this blog....sufice it to say that this particular document has been received by me from SEVERAL DIFFERENT SOURCES/ PERSONS in the retrospective past year. On this particular document, the Post-It Note reads, "Letter sent to Paul W. Pouliot, after he assumed the chieftainship of Cowasuck. We wanted Paul in 1993 because Howard Knight was acting a bit "weird".
Also: Pertaining to Document 04 of the afore-mentioned link, it would appear that there is 2 more pages to that particular document, that I did not have previously (when I first posted it) so I will post this document next, in full.
