**CHARTER OF THE**

**AHA MACAV POWER SERVICES**

ARTICLE I

[Name]{.underline}

The Fort Mojave Indian Tribe, acting through the Council of the Fort
Mojave Tribe and the Fort Mojave Constitution and Bylaws, hereby
authorizes this Charter under Article IV of the Constitution of the Fort
Mojave Tribe as amended. The name of this tribally chartered authority
is the Aha Macav Power Services (AMPS). The Fort Mojave Tribe confers on
AMPS all of the Tribe\'s rights, privileges and immunities as if it
engaged in the activities undertaken by AMPS, including, but not limited
to, the Tribe\'s rights of eminent domain, taxation and sovereign
immunity.

ARTICLE II

[Duration]{.underline}

The period of existence of AMPS shall be perpetual, except that AMPS may
have this charter amended or restated or AMPS may be dissolved in
accordance with the Fort Mojave Tribal Constitution, as amended.

ARTICLE III

[Purposes and Powers]{.underline}

A. [General]{.underline}. The purposes for which AMPS is organized are
to provide electric power to all users of such power within the Fort
Mojave Indian Reservation and any other utility projects which would
benefit the Tribe and that are approved by the Fort Mojave Tribal
Council. The Fort Mojave Tribal Council hereby finds and declares that
the creation of AMPS is necessary and desirable in order to promote the
development of the Tribe\'s resources, to promote the prudent economic
vitality of the Reservation and surrounding communities, to protect the
health and welfare of tribal members and to provide employment and
training opportunities for tribal members.

B. [Enumerated Purposes]{.underline}. The purposes for which AMPS is
organized are as follows:

1\. To develop, operate and manage the provision of electric powers to
all users of electricity within and/or on the Fort Mojave Indian
Reservation or owned by AMPS unless the Fort Mojave Tribal Council
specifically excludes a specific electricity user from AMPS control.

2\. To develop, manage and control all other utilities operated within
the Fort Mojave Indian Reservation when so requested by resolution or
ordinance of the Fort Mojave Tribal Council.

3\. To provide training and employment opportunities for members of the
Tribe in the construction, management and operation of providing
electric power to the users of electricity within the Fort Mojave Indian
Reservation.

4\. To facilitate economic development on the Reservation and in
surrounding communities.

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5\. To enhance and protect the health and welfare of tribal members and
the electric utility customers of AMPS.

6\. To manage all electric utility enterprises owned or operated by AMPS
in a prudent, efficient and economic manner in accordance with Tribal
law.

C. [Ancillary]{.underline}. To do everything necessary, proper,
advisable or convenient for the accomplishment of the purposes
hereinabove set forth, and do all things incidental thereto or connected
therewith, which are not forbidden by law.

D. [Enumerated Powers]{.underline}. AMPS shall have the following
enumerated powers:

1\. To sue and be sued in courts of competent jurisdiction.

2\. To enter into contracts and agreements affecting the affairs of
AMPS\'s service area and to accept all funds resulting therefrom.

3\. To contract with private persons, associations, or corporations for
the provision of any service within or without its boundaries and to
accept all funds and obligations resulting therefrom.

4\. To borrow money and incur indebtedness and other obligations and
evidence the same by certificates, notes or debentures and issue general
obligation or revenue bonds, or any combinations thereof.

5\. To refund any bonded or other indebtedness or special obligations of
AMPS without an election.

6\. To acquire, dispose of and encumber real or personal property,
including, without limitation, rights and interests in property,
including leases and easements necessary to accomplish the purposes of
AMPS.

7\. To acquire, construct, equip, operate and maintain facilities to
accomplish the purposes of AMPS.

8\. To manage, control and supervise all the business affairs and
properties of AMPS.

9\. To adopt, by resolution, rules and regulations consistent with
federal, state and tribal law which are necessary, appropriate or
incidental to any authorized services provided by AMPS.

10\. To delegate the management of the day-to-day operation of AMPS to
others, and in exercising its authority hereunder, may rely on its
officers and other experts. AMPS shall establish policies and retain
responsibility for the ultimate direction and affairs of AMPS but may
give usual and essential latitude to AMPS Manager and his delegated
employees.

11\. To fix and collect taxes, rates, fees, tolls and other service
charges pertaining to the services of AMPS, including, without
limitation, minimum charges and charges for availability of the
facilities or services relating thereto.

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12\. To construct, establish, and maintain works and facilities; (a) in,
across, or along any easement dedicated to a public use, or any public
street, road or highway; (b) in, upon, or over any vacant public lands;
and (c) in, across, or along any stream or water course.

13\. To plan for the development within the service area served by AMPS
including, but not limited to, review of all comprehensive plans of
tribal government located within AMPS\'s service area, and review of all
capital construction of other federally funded projects proposed by any
governmental entity within the boundaries of AMPS\'s service area for
which review is required by federal, state or tribal law.

14\. To require all commercial and residential units within the
Reservation to connect to the electric service provided that said unit
is within AMPS\'s designated service area.

15\. To have and exercise all powers necessary, convenient or incidental
to the express powers identified above.

E. [Exercise of AMPS\'s Powers]{.underline}. AMPS shall exercise its
authorized powers in good faith and in a manner which is believes to be
in the best interests of the Fort Mojave Indian Tribe and the interests
of those within AMPS\'s service area.

F. [Interpretation]{.underline}. The purpose specified herein shall be
construed as both purposes and powers.

ARTICLE IV

[Ownership]{.underline}

To enable AMPS to carry out its purposes, the Fort Mojave Tribal Council
may, from time to time at the request of the Board of Directors of AMPS,
vest AMPS with the power to exercise all of the Fort Mojave Tribe\'s
powers with respect to designated tribal properties, both, real and
personal, in accordance with the purposes and powers under Article III
of this Charter. Such properties transferred to AMPS shall not be
revocable by the Fort Mojave Tribal Council during the period AMPS is
authorized to exercise control and possession of the transferred
properties.

ARTICLE VI

[Assets]{.underline}

Subject to such contractual rights of others, including the Fort Mojave
Tribe, AMPS shall have as its assets, and the authority to acquire,
manage, own, use, pledge, encumber, or otherwise dispose of the
following:

A. [Tribal Property]{.underline}. Tribal properties of a real or
personal nature subject to any conditions set out in the Tribal
Council\'s resolution authorizing the transfer of such properties to
AMPS.

B. [Funds]{.underline}. All funds which AMPS may acquire by grant, gift,
loan or other means.

C. [Other Real and Personal Property]{.underline}. All interests in real
and personal property whether of a tangible or intangible nature, AMPS
may acquire by grant, gift, loan, purchase, lease or other means.

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D. [Other assets]{.underline}. All earnings, interest, dividends,
accumulations, contract rights, claims and other proceeds arising from
the above listed assets.

ARTICLE VII

[Control of Assets]{.underline}

All cash assets shall be deposited, invested, re-invested or paid out
pursuant to the contractual obligations of AMPS and in accordance with
the standards of prudent business practices so as to ensure the
continued existence, integrity and viability of AMPS. Such decisions are
reserved exclusively to the Board of Directors of AMPS.

ARTICLE VIII

[Asset Distribution/Dissolution]{.underline}

AMPS shall determine in its sole discretion as to when a payment is to
be issued and the amount of any such payment. Upon dissolution of AMPS,
the remaining assets, after payment of all debts and liabilities, shall
be returned to the Tribe. In no event shall the Fort Mojave Tribe be
liable for any debts or liabilities of AMPS.

ARTICLE IX

[Board of Directors]{.underline}

The Board of Directors of AMPS shall consist of seven (7) members and is
hereby vested with all powers necessary to carry out the purposes of
AMPS. The initial members shall be selected by the Fort Mojave Tribal
Council. There are no prohibitions against the Fort Mojave Tribal
Council serving as the Board of Directors. Members of the Board need not
be enrolled members of the Fort Mojave Tribe. However, no more than
three (3) Board members of AMPS may be non-members of the Fort Mojave
Indian Tribe. The Board members\' term of office and their
qualifications shall be specified in the Bylaws.

ARTICLE X

[Registered Office and Registered Agent]{.underline}

The address of AMPS\'s registered office is Office of the Chairperson of
AMPS, Fort Mojave Indian Reservation, 500 Merriman Avenue, Needles,
California 92363, and the registered agent at this address is the
Chairperson of AMPS.

ARTICLE XI

[Advisory Board]{.underline}

The Tribal Council of the Fort Mojave Tribe shall act as the Advisory
Board to the Board of Directors of AMPS for the purpose of providing
information and advice to the Board regarding political, cultural and
social issues that concern the Tribe and its members.

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ARTICLE XII

[Trustee]{.underline}

AMPS is the trustee of all assets owned or controlled by AMPS on behalf
of the Fort Mojave Indian Tribe.

ARTICLE XIII

[Litigation]{.underline}

The Fort Mojave Tribe reserves the right to challenge in whatever forum
all matters involving AMPS which, in the opinion of the Fort Mojave
Tribe, affect its rights, privileges and immunities as a sovereign
government. Before initiating or entering an appearance in any such
litigation or administrative proceeding, AMPS shall give at least thirty
(30) days, or such time as the court rules allow, prior written notice
to the Chairperson of the Fort Mojave Tribe.

ARTICLE XIV

[Waiver of Immunity]{.underline}

The acts or omissions of AMPS, whether pursuant to the powers enumerated
in Article III or otherwise, shall not create any liability, obligation
or indebtedness either of the Fort Mojave Indian Tribe or payable out of
assets, revenues or income of the Tribe, and only the assets, revenues
and income held by or in the name of AMPS shall be subject to, to the
extent otherwise permitted herein and by law, to the debts, obligations
or other liabilities created or incurred by AMPS. Any waiver of immunity
of or by AMPS shall not be construed to waive any immunity of the Fort
Mojave Indian Tribe or any other covered persons and entities or extend
any liability to any assets, revenues or income of the Fort Mojave
Indian Tribe.

[RESOLUTION]{.underline}

BE IT RESOLVED, that the foregoing Charter of the Aha Macav Power
Service, be and the same is hereby adopted, as amended. Upon adoption of
the amended Bylaws of the Aha Macav Power Service by the Board of
Directors, two signed duplicate originals shall be delivered to the
office of the Tribal Secretary of the Fort Mojave Tribal Council.

BE IT FURTHER RESOLVED, that the Chairperson and the Secretary of the
Fort Mojave Tribe are authorized and instructed to sign this resolution
for and on behalf of the Fort Mojave Tribal Council.

[Certification]{.underline}

We, the undersigned, Chairperson and Secretary of the Fort Mojave Tribal
Council, hereby certify that the Fort Mojave Tribal Council met on this
day and by a vote of 6 in favor and 0 opposed in a duly called and
convened meeting of the Council, adopted the foregoing resolution.

Dated this [13th]{.underline} day of [July]{.underline} , 1991.

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[(signature)]{.underline}

Chairperson

Fort Mojave Tribal Council

ATTEST:

[(signature)]{.underline}

Secretary

Fort Mojave Tribal Council