The Osage Shareholders was formed on September 20th, 1994 in Pawhuska, Oklahoma.

          The purpose of the Association is to inform and educate the Osage

Tribal Members who hold shares in the Mineral Estate of the

Osage Nation.

          By-laws were adopted and officers elected for a one year term.

Current officers are:  Chairman            John P Essley

                                Vice-Chairman        Betty Hicks

                                 Secretary                William S. Fletcher

                                 Treasurer                Mildred Hill Trough

Current Executive Committee Members are:

                                                              Joe Berrey

                                                              Galen Clavier

                                                              Cora Jech

                                                              Camille Pangburn

                                                              Tamara Lombard Rhyan

                                                              Geoffrey M. Standing Bear

                                                               Kermit Tanzey

                                                               Forest Tracy

                                                               Tisa Wilhelmsen

ARTICLES OF INCORPORATION

KNOW ALL MEN BY THESE PRESENTS:

          That the undersigned citizens of the State of Oklahoma, do hereby

voluntarily associate ourselves for the purpose of forming a private

Corporation, not for profit, under the laws of the State of Oklahoma and do hereby certify:

ARTICLE I.

          1. The name of this corporation shall be:

                    OSAGE SHAREHOLDERS ASSOCIATION, P. O. BOX 418,   

ARTICLE II

                    The purpose for which the Corporation is formed is:

          SECTION 1.

                    To promote honest and efficient administration of our

                    Mineral Estate.

          SECTION 2.

                    To promote the continuing federal trust status of our

                    Mineral Estate.

          SECTION 3.

                    To promote the streamlining of the Bureau of Indian Affairs

                    and other federal laws and regulations pertaining to our

                    Mineral Estate.

          SECTION 4                   

                    To promote strict enforcement of laws against  oil and gas

                    theft, inaccurate reporting of mineral production and  purchases,  

                    and conflicts of interest.

                    a. To acquire, by purchase, gift devise or exchange, all real

                         personal property necessary or appropriate for the conduct

                         of the business and general purpose for which the

                         Corporation is organized.

                    b.  To have power to dispose of any interest or estate in real

                          or personal property no longer necessary, proper of incident

                          to the accomplishment of said general purpose.

                    c.  To have power to let, lease or rent any portion of any

                         building or property which it may own or in which it may

         have  any interest and to grant privileges and concessions,

         with or without considerations, in connection with the carrying  out of 

         its activities. 

ARTICLE III

                  The place where its principle business is to be transacted

ARTICLE IV

ARTICLE V

                  The business and conduct of the affairs of the Corporation shall be in   

                  charge of officers. 

                    Business of this corporation shall not be operated for profit

                    and during the life of the corporation there shall be no

                    distribution of cash, by  way of interest, dividend, or otherwise

                    to individual stockholders or members, or whatever character

                    or designation, and should there be an accumulation of funds

                    in connection with the actual and necessary  expenses of

                    operation during any operating period, such accumulated cash

                    shall be held and applied to operating costs during the 

ARTICLE VII

                    The corporation shall be without capital stock. The By-Laws of the  

                    Corporation shall  define from time to time qualifications for  membership in 

                    the Corporation. The By-Laws  may contain such other provisions with   

                    respect to the Operation of the Corporation as may be deemed proper by 

                    Members, and  no inconsistency with the provisions of these Articles.

                    SECTION 1.

                             If the Osage Shareholders Association ever ceases to               

                             function, whatever money and property on hand is to be given to 

                             some charitable Indian institution or institutions, as directed by a vote

ARTICLE VIII                  

          Section 1.

                          a. Quarterly meetings shall be held in February, May,

                               August  and November of the third Sunday of each 

                              of these months.

                        b.  A special meeting my be called by the Chairman at any

                              time.

                        c.  Any two officers or eight (8) voting members may

                              call a special meeting upon five (5) days written                                     

                              notification to the members.

          Section 2.

                              All meetings and activities shall be officially opened with

                              a prayer.                       

           Section 3

                               All decisions of the Association shall be made by the

ARTICLE IX

          Section 1.

                    There shall be the following officers

                    1. Chairman

                    2. Vice-Chairman

                    3. Secretary

                    4. Treasurer

          a. Officers shall serve two (2) year terms

          b. Election of officers and executive committee shall be held

               on the third Sunday of November at the regularly scheduled

               quarterly meeting and shall take office at the end of that meeting.      

          Section  2. CHAIRMAN

          1. Shall preside over all meetings

          2. Shall attend those committee meeting which require his

              attention, such as those pertaining to Association policies

          3. Shall act as official representative of the Association when

              such a representative is required.

          4. Shall have the authority to appoint  special committees as

              they are needed.

          5. The Chairman shall have the authority to appoint a successor

               to fill any vacancy created by death, resignation or any reason

               with approval of the Board.

          6. The successor shall meet all requirements according to the

               By-Laws of the Association.

  SECTION 3 . VICE-CHAIRMAN

          1. Shall reside at meetings only in the absence of the Chairman.

          2. Shall assume responsibility for planning all programs with

              the committees.

SECTION 4.  SECRETARY

          1. Shall keep an accurate record of all meetings.

          2. Shall keep a mailing list of all members.

          3. Shall keep a record of pledges and donations, and recognize

              all gifts.

          4. Shall read minutes of previous meeting.         

SECTION 5.  TREASURER

          1. Shall furnish a report to the association members at

              each meeting and have books available.         

          2. Shall make payment of all authorized bills…the Secretary

              can sign in case the Treasurer is not available

              Two signatures are required on the checks..President, Treasurer or           

               Secretary.

SECTION 6.  EXECUTIVE COMMITTEE

          1. The Chairman shall act as Chairman of the Executive Committee.

          2. The four officers and nine committee members shall constitute

               The Executive Committee which shall be the governing

               body of the Osage Shareholders Association.

          3. Executive Committee will serve two(2) years.

          4. Committee members are required to attend at least one

               Executive Committee meeting per quarter.

          5. If an Executive Committee member misses three (3)

              straight meetings, he or she is automatically dropped from

              the committee.  

          6. Seven (7) members of the  Executive Committee constitutes

              a quorum.

          7. Amendment may be moved by a quorum of the Executive

              Committee or by any eight (8) members of  the Committee, such

              motion shall be  presented for adoption at the first regular meeting

              after the Committee meeting.  A majority of the members at such

              Meeting shall decide the motion.  A copy of the proposes

              amendments shall be mailed to each member prior to the meeting at

ARTICLE X         

SECTION 1.

              There is to be two (2) classes of membership: Shareholder and

               Associate.

         a.  Shareholder members must be an Osage Tribal member and

              hold a  share or portion thereof in the Osage Mineral Trust

          b.  Associate members must be Osage Tribal members.  They

               do not hold a head right share and cannot vote or hold office

               in the Osage Shareholders Association.

SECTION 2.

          Membership fees will be $25.00 annually for Shareholders and

           $10.00 for Associates.

SECTION 3

          A member may be expelled or officer removed from office by

          motion made and seconded for consideration at any regular

          meeting.  Just cause for expulsion should be presented in

          writing by complainant.  Such  motion shall be voted on for

          decision at the next regular meeting.  The member or officer sought

          to be expelled or removed shall be notified by certified mail.

SECTION 4

          All “Shareholder” members in good standing are eligible to

          vote.  Any member shall be considered in good standing if

          he/she has kept his/her dues up to date and has met all the

ARTICLE XI      

SECTION 1.

          The eligible candidate must meet all the requirements

          according to the Election Rules and By-Laws of the

          Association.

SECTION 2.

          Must be a member in good standing. (Refer to Article X Section 4)

SECTION 3.

          Actively participate socially, physically, financially in all

          Association activities and in matters pertaining to business.

SECTION 4.

          Nominees need not be present at the election, if they have