**Exhibit 3.8**

 

**AMENDED ANDRESTATED BY-LAWS**

 

**OF**

 

**SENECA ERIE GAMINGCORPORATION**

**(the “Company”)**

 

# **I**.**MEMBERS**

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The Company shall have nomembers.

 

# **II**.**BOARD OF DIRECTORS**

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## **1.****                                     ****Power Of Board of Directors**. Except as otherwise provided in the Charter or Nation law, the businessand affairs of the Company shall be managed by or under the direction of theBoard of Directors of the Company (the “Board”).

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## **2.****                                     ****Appointment; Number,****Qualifications,****Term of Office and Number ofVotes**.

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### (a)                                  The Council (“Council”) of the Seneca Nation of Indians (the “Nation”)shall appoint all Board members.

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### (b)                                 The Board shall consist of no less than four (4) nor more than seven (7) members.

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### (c)                                  No less than five (5) members of the Board shall be enrolled Senecas.  No Councillor may serve on the Board, norshall any Company employee or any person with an economic interest in any ofthe Company’s activities.  Board membersshall constitute “public officials” for purposes of the Nation’s Ethics Law.

 

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### (d)                                 Any person who is at least twenty-one years old, who shall have earned atleast a high school diploma or equivalent, and who shall not have beenconvicted of a Felony (as defined in the Charter), is eligible to serve as amember of the Board.

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### (e)                                  The Board shall be divided into three (3) term classes: Term A, Term B,and Term C, and shall be assigned to a class at the time of their appointmentor the initial directors shall be deemed to be in a certain of the foregoingTerms based upon the term of his or her appointment.  An appointment of a director shall takeeffect from the date and time at which the Council adopts the resolutionauthorizing such appointment.  Except asprovided in Section 3 of this Article II, each director shall servefor a period of three (3) years and until his or her successor has beenappointed and qualified or until his or her earlier death, resignation orremoval.

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### (f)                                    Each director shall have one vote.

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## **3.****                                     ****Exceptions to Three Year Term**.

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## Directorsshall be elected to a term of three years, except that:

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## (1)                                  If the number of directors in any class is increased, the term of adirector elected to such newly created vacancy shall end at the same time ofother directors in that class;

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## (2)                                  A director elected to fill a vacancy shall be elected for the unexpiredterm of his or her predecessor in office, and until his successor is electedand qualified;

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## (3)                                  In 2004 and every third year thereafter, the term of any director in TermA shall end at the annual meeting of the Board;

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## (4)                                  In 2005 and every third year thereafter, the term of any director in TermB shall end at the annual meeting of the Board; and

 

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## (5)                                  In 2006 and every third year thereafter, the term of any director in TermC shall end at the annual meeting of the Board.

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## The Board shall consistof one (1) Term A director, two (2) Term B directors and four (4) Term C directors.

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## **4.****                                     ****Organization**.

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### (a)                                  At each meeting of the Board, the Chairperson or, in the absence of theChairperson, the Vice Chairperson shall preside, or in the absence of eithersuch officers, a chairperson chosen by a majority of the directors presentshall preside.  The Secretary, or aperson selected in the Secretary’s absence, shall act as secretary.

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### (b)                                 Any director or committee member may participate in a meeting of suchBoard or committee by means of a conference telephone or similar communicationsequipment allowing all persons participating in the meeting to hear each otherat the same time. Participation by such means constitutes presence in person ata meeting.

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## **5.****                                     ****Resignations and Removal ofDirectors**.

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### (a)                                  Any director may resign at any time by giving written notice to the Boarddirected to the Chairperson or to the Secretary.  Such resignation is effective at the timespecified therein or, if no time is specified, on delivery of the notice, andunless otherwise specified therein no acceptance of such resignation shall benecessary to make it effective.

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### (b)                                 After three consecutive absences with notice from Board meetings, or twoconsecutive absences without notice from Board meetings, a recommendation ofthe majority of the Board may be made to the Council to remove such directorfor cause.

 

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### (c)                                  The Council, upon a recommendation of a majority of the Board, may removea Board member for cause.  The Council,upon its own initiative, may remove a Board member for cause upon the affirmativevote of at least ten (10) members of the Council.

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## **6.****                                     ****Newly Created Directorships andVacancies**.  Vacancies occurring in the Board for anyreason shall be filled by appointment by the Council.  Directors so appointed shall hold office inaccordance with their classification, as provided in Section 3 above, anduntil qualified successors have been appointed.

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## **7.****                                     ****Action by the Board ofDirectors**.  An action taken or approved by at least four(4) of the directors at a meeting at which a quorum is present shall benecessary to constitute an official act of the Company.  Proxy voting shall not be permitted.

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## **8.****                                     ****Place of Meeting**.  The Board shall hold its meetingsat either the Allegany or Cattaraugus Territory.

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## **9.****                                     ****Annual Meetings**.  The Board shall meet within sixty(60) days following the end of each fiscal year, or as soon as practicalthereafter, to organize and to transact other business, and no notice to thenewly elected directors of such meeting shall be necessary for such meeting tobe lawful, provided a quorum is present thereat (and such first Board meetingafter each fiscal year of the Company shall hereinafter be referred to as the “AnnualMeeting”).

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## **10.****                              ****Regular Meetings**.  Regular meetings of the Boardshall be held monthly at such time and place within the Allegany or CattaraugusTerritory as from time to time may be determined by the Board upon such noticeas may be required by these by-laws.

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## **11.****                              ****Special Meetings**.  Special meetings of the Boardshall be held whenever called by the Chairperson, Vice Chairperson, President& CEO or any three (3) directors who sign a

 

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## request to theChairperson, Vice Chairperson or President & CEO to call a special meeting. Said directors’ request shall containthe subject matter for the agenda.

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## **12.****                              ****Notice of Meetings**.

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## (a)                                  Notice of the time, date and place of meetings may be communicated to directorseither in writing or verbally.  Noticemust be provided in a manner reasonably calculated to allow all directors toattend the meeting, but in any event, to the extent practicable, at leasttwenty-four (24) hours notice shall be given of all meetings of the Board.  The purpose of any regular meeting of theBoard need not be stated in the notice thereof. All annual and regular meetings of the Board shall be general meetings,and any and all business may be transacted thereat whether or not stated in thenotice thereof.  Unless otherwiseindicated in the notice thereof, all special meetings of the Board shall begeneral meetings, and any and all business may be transacted thereat whether ornot stated in the notice thereof.

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### (b)                                 Board meetings are open to the public, and meeting notices must be postedto provide notice to members of the Nation. Notwithstanding the above, the Board may hold work sessions and closedexecutive sessions as may be reasonably determined necessary by the Board.

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## **13.****                              ****Waivers of Notice**.  Notice of a meeting need not begiven to any director who submits a signed waiver of notice whether before orafter the meeting, or who attends the meeting without protesting the lack ofnotice.

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## **14.****                              ****Quorum; Adjournment**.

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### (a)                                  Four (4) directors shall constitute a quorum for the transaction ofbusiness at each and every meeting of the Board.

 

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### (b)                                 A majority of the directors present, whether or not a quorum is present,may adjourn any meeting to another time and place.

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## **15.****                              ****Compensation**.  Directors shall be entitled tosuch compensation for their services as directors as from time to time may befixed by the Council, including, without limitation, for their services asmembers of committees of the Board, and in any event shall be entitled toreimbursement of all reasonable expenses incurred by them in attending meetingsof the Board or any committee(s) of which they are members.  Any director may waive any retainer forservice as a director or compensation for any meeting.

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## **16.****                              ****Annual Report**.  The Board shall present at theAnnual Meeting a report verified by the President & CEO and the Treasureror by a majority of the directors, showing in appropriate detail the followingas of the end of the fiscal year terminating not more than six months prior tosaid meeting:

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(a)                                  adetailed report outlining the operations of the Company and of the Erie GamingFacility (as defined in the Charter) during the fiscal year;

 

(b)                                 thecomplete financial condition of the Company and of the Erie Gaming Facility,including without limitation assets and liabilities, and revenue or receiptsand expenses or disbursements, both unrestricted and restricted to particularpurposes;

 

(c)                                  theprincipal changes in assets and liabilities during said fiscal year;

 

(d)                                 any significantproblems and accomplishments;

 

(e)                                  plansfor the following fiscal year; and

 

(f)                                    suchother information as the Board or the Council deems pertinent.  This report shall be prepared and audited byan independent certified public accountant and filed with the records of theCompany within 120 days of the Annual Meeting and a copy thereof entered in

 

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the minutes of the proceedings of the Annual Meeting.

 

# **III.COMMITTEES**

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## **1.****                                     ****Standing or Special Committees**.  The Board may designate from timeto time among its members any standing or special committees consisting ofthree (3) or more directors.  Thestanding or special committees shall have such authority as the Board shall byresolution provide.

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## **2.****                                     ****Meetings**.  Meetings of committees, of whichno notice to the Board shall be necessary, shall be held at such time and placeas shall be fixed by the Chairperson of the Company or the chairperson of thecommittee or by vote of a majority of all of the members of the committee.

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## **3.****                                     ****Quorum and Manner of Acting**.  Unless otherwise provided byresolution of the Board, a majority of all of the members of a committee shallconstitute a quorum for the transaction of business, and the vote of a majorityof all of the members of the committee shall be the act of the committee.  The procedure and manner of acting of bothstanding and special committees shall be subject at all times to the directionsof the Board.

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## **4.****                                     ****Tenure of Members of Committeesof the Board**.  Each committee of the Board and every memberthereof shall serve at the pleasure of the Board.

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## **5.****                                     ****Alternate Members**.  The Board may designate one or moredirectors as alternate members of any standing or special committee, who mayreplace any absent or disqualified member or members at any meeting of suchcommittee.  In the absence ordisqualification of a member of a committee, the director or directors presentat any meeting and not disqualified from voting, whether or not such directorsconstitute a quorum, may unanimously appoint

 

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## another member of theBoard to act at the meeting in the place of any such absent or disqualifieddirector.

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## **6.****                                     ****Records**.  Minutes shall be kept of each meeting of eachcommittee.  Copies of the minutes of eachsuch meeting shall be filed with the corporate records and supplied to eachmember of the Board.

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# **IV**.**OFFICERS**

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## **1.****                                     ****Number**.  The officers of the Company shallbe a Chairperson, a Vice Chairperson, a Secretary, a President & CEO, and Treasurer,and such other officers as the Board may in its discretion determine.  No person shall hold more than one office.

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## **2.****                                     ****Term of Office andQualifications**.  Those officers whose titles are specificallymentioned in Section 1 of this Article IV shall be elected by theBoard at its Annual Meeting; provided, however, that suchofficers may be elected by resolution of the Board prior to the first AnnualMeeting and serve until the first Annual Meeting; provided, further,that any such officer elected to fill a vacancy in any such office shall servefrom the time of election until the next Annual Meeting.  Unless a shorter term is provided in theresolution of the Board electing such officer, the term of office of each suchofficer elected at an Annual Meeting shall extend to the next Annual Meetingand until the officer’s successor is elected or appointed and qualified oruntil such officer’s earlier resignation or removal.  The officers specifically mentioned in Section 1of this Article IV, except for the President & CEO, shall be electedfrom among the directors.

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## **3.****                                     ****Additional Officers**.  Any additional officers may beelected for such period, have such authority and perform such duties, either inan administrative or subordinate capacity, as the Board may from time to timedetermine.

 

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## **4.****                                     ****Removal of Officers**.  Any officer may be removed by amajority vote of the Board, with or without cause, at any time.

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## **5.****                                     ****Resignation**.  Any officer may resign at anytime by giving written notice to the Board, to the Chairperson, or to theSecretary.  Any such resignation iseffective at the time specified therein or, if no time is specified, on deliveryof the notice.

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## **6.****                                     ****Vacancies**.  A vacancy in any office shall befilled by the Board.

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## **7.****                                     ****Chairperson**.  The Chairperson shall preside atall meetings of the Board.  TheChairperson shall supervise generally the management of the business of theCompany, subject only to the supervision of the Board.  The Chairperson shall also perform such otherduties as may be assigned from time to time by the Board.

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## **8.****                                     ****Vice Chairperson**.  In the absence or incapacity ofthe Chairperson, the Vice Chairperson shall preside at all meetings of theBoard, and shall perform the duties and exercise the powers of the Chairperson,subject to the right of the Board from time to time to extend or confine suchpowers and duties or to assign them to others.  The Vice Chairperson shall have such powersand shall perform such other duties as may be assigned by the Board or theChairperson.

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## **9.****                                     ****President & CEO**.  The President & CEO shall be responsiblefor the day-to-day operations of the Company, and shall have such authority andperform such duties as the Board may from time to time determine.

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## **10.****                              ****Vice President**.  The Vice Presidents, in the order of prioritydesignated by the Board (or if not designated, in order of their seniority asvice presidents), shall be vested with all the power and may perform all theduties of the President & CEO in the latter’s absence.  They may perform such other duties as may beprescribed by the Board or the President & CEO.

 

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## **11.****                              ****Secretary**.  It shall be the duty of thesecretary to act as secretary of all meetings of the Board, and to keep theminutes of all such meetings in a proper book or books to be provided for thatpurpose.  The Secretary shall see that allnotices required to be given by the Company are duly given and served; theSecretary shall keep a current list of the Company’s directors and officers andtheir residence addresses; and the Secretary shall be the custodian of the sealof the Company and shall affix the seal, or cause it to be affixed, to allagreements, documents and other papers requiring the same.  The Secretary shall have custody of the minutebook containing the minutes of all meetings of directors and any committees,and of all other contracts and documents which are not in the custody of theTreasurer, or in the custody of some other person authorized by the Board tohave such custody.

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## **12.****                              ****Treasurer**.  The Treasurer shall have the custody of, andbe responsible for, all funds and securities of the Company.  The Treasurer shall keep or cause to be keptcomplete and accurate accounts of receipts and disbursements of the Company andshall deposit all monies and other valuable property of the Company in the nameand to the credit of the Company in such banks or depositories as the Board maydesignate.  Whenever required by theBoard, the Treasurer shall render a statement of accounts.  The Treasurer shall at all reasonable timesexhibit the books and accounts to any officer or director of the Company, andshall perform all duties incident to the office of the Treasurer, subject tothe supervision of the Board, and such other duties as shall from time to timebe assigned by the Board.  The Treasurershall, if required by the Board, give such bond or security for the faithfulperformance of his or her duties as the Board may require, for which he or sheshall be reimbursed.

 

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## **13.****                              ****Assistant Treasurer(s) and Secretary/ies**.  The Board may designate from timeto time Assistant Treasurers and Assistant Secretaries, who shall perform suchduties as may from time to time be assigned to them by the Board or the CEO& President.

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## **14.****                              ****Appointed Officers**.  The Board may delegate to anyofficer or committee the power to appoint and remove any officer, agent oremployee other than the Chairperson, Vice Chairperson, President & CEO,Treasurer and Secretary.

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## **15.****                              ****Assignment and Transfer ofStocks, Bonds and Securities**.  The Chairperson shall have power to assign orto endorse for transfer and to deliver any stock, bonds, subscription rights,or other securities, or any beneficial interest therein, held or owned by theCompany.

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# **V**.**CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS**

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## **1.****                                     ****Execution of Contracts**.  The Board, except as in theseby-laws otherwise provided, may authorize any officer or officers, agent oragents, in the name of and on behalf of the Company to enter into any contractor execute and deliver any instrument, and such authority may be general orconfined to specific instances; but, unless so authorized by the Board, orexpressly authorized by these by-laws, no officer, agent or employee shall haveany power or authority to bind the Company by any contract or engagement or topledge its creditor to render it liable pecuniarily in any amount for anypurpose.

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## **2.****                                     ****Loans**.  No loans shall be contracted onbehalf of the Company unless specifically authorized by the Board or approvedin accordance with Article III, Section 1(d) above.

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## **3.****                                     ****Checks, Drafts, etc**.  All checks, drafts and otherorders for the payment of money out of the funds of the Company, and all notesor other evidences of indebtedness of the Company, shall be signed on behalf ofthe Company by such officers or other person as the

 

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## Board or the President& CEO may designate from time to time. The Board or the President & CEO may authorize the use of thefacsimile signatures of any such persons.

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## **4.****                                     ****Deposits**.  All funds of the Company nototherwise employed shall be deposited from time to time to the credit of theCompany in such banks, trust companies or other depositories as the Board mayselect.

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# **VI**.**OFFICE AND BOOKS**

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## **1.****                                     ****Office**.  The office of the Company shallbe the William Seneca Administration Building, 1490 Route 438, CattaraugusReservation, Irving, New York 14081, or at such other location within theNation’s territories as the Board may determine.

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## **2.****                                     ****Books and Records**.  There shall be kept at the officeof the Company (i) correct and complete books and records of account, (ii)minutes of the proceedings of the Board, (iii) a current list of the directorsand officers of the Company and their residence addresses, and (iv) a copy ofthese by-laws.

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# **VII**.**INDEMNIFICATION AND INSURANCE**

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## **1.****                                     ****Authorized Indemnification**.  Unless clearly prohibited by lawor Section 2 of this Article VII, the Company shall indemnify anyperson (“Indemnified Person”) made, or threatened to be made, a party inany action or proceeding, whether civil, criminal, administrative or otherwise,including any action by or in the right of the Company, by reason of the factthat he or she (or his or her testator or intestate), whether before or afteradoption of this by-law, (a) is or was a director or officer of the Company, or(b) in addition is serving or served, in any capacity, at the request of theCompany, any other corporation, or any partnership, joint venture, trust,employee benefit plan or other enterprise.  The indemnification shall be against all

 

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## judgments, fines,penalties, amounts paid in settlement (provided the Company shall haveconsented to such settlement) and reasonable expenses, including attorney’sfees and costs of investigation, incurred by an Indemnified Person with respectto any such threatened or actual action or proceeding, and any appeal thereof.

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## **2.****                                     ****Prohibited Indemnification**.  The Company shall not indemnifyany person if a judgment or other final adjudication adverse to the IndemnifiedPerson (or to the person whose actions are the basis for the action orproceeding) establishes, or the Board in good faith determines, that suchperson’s acts were committed in bad faith or were the result of active anddeliberate dishonesty and were material to the cause of action so adjudicatedor that he or she personally gained in fact a financial profit or otheradvantage to which he was not legally entitled.

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## **3.****                                     ****Advancement of Expenses**.  The Company shall, on request ofany Indemnified Person who is or may be entitled to be indemnified by the Company,pay or promptly reimburse the Indemnified Person’s reasonable incurred expensesin connection with a threatened or actual action or proceeding prior to itsfinal disposition.  However, no suchadvancement of expenses shall be made unless the Indemnified Person makes abinding, written commitment to repay the Company, with interest, for any amountadvanced for which it is ultimately determined that he or she is not entitledto be indemnified under the law or Section 2 of this Article VII.  An Indemnified Person shall cooperate in goodfaith with any request by the Company that common legal counsel be used by theparties to such action or proceeding who are similarly situated unless it wouldbe inappropriate to do so because of actual or potential conflicts between theinterests of the parties.

 

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## **4.****                                     ****Indemnification of Others**.  Unless clearly prohibited by lawor Section 2 of this Article VII, the Board may approve Companyindemnification as set forth in Section 1 of this Article VII, andadvancement of expenses as set forth in Section 3 of this Article VII,to a person (or the testator or estate of a person) who is or was employed bythe Company or who is or was a volunteer for the Company, and who is made, orthreatened to be made, a party in any action or proceeding, by reason of thefact of such employment or volunteer activity, including actions undertaken inconnection with service at the request of the Company in any capacity for anyother corporation, partnership, joint venture, trust, employee benefit plan orother enterprise.

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## **5.****                                     ****Determination ofIndemnification**.  Indemnification mandated by a final order of acourt of competent jurisdiction will be paid. After termination or dispositionof any actual or threatened action or proceeding against an Indemnified Person,if indemnification has not been ordered by a court, the Board shall, uponwritten request by the Indemnified Person, determine whether and to what extentIndemnification is permitted pursuant to these by-laws.  Before indemnification can occur, the Board mustexplicitly find that such indemnification will not violate the provisions of Section 2of this Article VII. No Director with a personal interest in the outcome,or who is a party to such actual or threatened action or proceeding concerningwhich indemnification is sought, shall participate in this determination.  If a quorum of disinterested directors is notobtainable, the Board shall act only after receiving the opinion in writing ofindependent legal counsel that indemnification is proper in the circumstancesunder then applicable law and these by-laws.

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## **6.****                                     ****Binding Effect**.  Any person entitled toindemnification under these bylaws has a legally enforceable right toindemnification which cannot be abridged by amendment of these

 

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## by-laws with respect toany event, action or omission occurring prior to the date of such amendment.

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## **7.****                                     ****Insurance**.  The Company is not required topurchase directors’ and officers’ liability insurance, but the company maypurchase such insurance if authorized and approved by the Board.  To the extent permitted by law, such insurancemay insure the Company for any obligation it incurs as a result of this Article VIIor operation of law, and it may insure directly the directors, officers,employees or volunteers of the Company for liabilities against which they arenot entitled to indemnification under this Article VII as well as forliabilities against which they are entitled or permitted to be indemnified bythe Company.

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## **8.****                                     ****Nonexclusive Rights**.  The provisions of this Article shallnot limit or exclude any other rights to which any person may be entitled underlaw or contract.  The Board is authorizedto enter into agreements on behalf of the Company with any director, officer,employee or volunteer providing them rights to indemnification or advancementof expenses in connection with potential indemnification in addition of theprovisions therefor in this Article subject in all cases to thelimitations of Section 2 of this Article VII.

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# **VIII**.**GENERAL**

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## **1.****                                     ****Seal**.  The corporate seal shall be insuch form and shall have such inscription thereon as may be determined byresolution of the Board.

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## **2.****                                     ****Interested Directors andOfficers**.  No contract or other transaction between the Companyand one or more of its directors or officers, or between the Company and anyother corporation, firm, association or other entity in which one or more ofits directors or officers are directors or officers, or have a substantialfinancial interest, shall be either void or voidable for

 

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## this reason alone or byreason alone that such director or directors or officer or officers are presentat the meeting of the Board, or of a committee thereof, which authorizes suchcontract or transaction, or that their votes are counted for such purposeprovided that the material facts as to such director’s or officer’s interest insuch contract or transaction and as to any such common directorship,officership or financial interest are disclosed in good faith or known to theBoard or committee, and the Board or committee authorizes such contract ortransaction by a vote sufficient for such purpose without counting the vote orvotes of such interested directors or officers.  Counted or interested directors may be countedin determining the presence of a quorum at a meeting of the Board or committeewhich authorizes such contract or transaction.

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**3.****                                     ****Compliance with Compact****.**  The Board shall establish such departmentsand systems of internal procedures and administrative and accounting controls,and otherwise shall cause the Company to operate, as may be required to ensurecompliance with the Nation-State Gaming Compact between the Nation and theState of New York, to the extent the Company is acting in the capacity of “NationGaming Operation” under such Compact.

 

# **IX**.**FISCAL YEAR**

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Thefiscal year of the Company shall be the fiscal year of the Nation.

 

# **X**.**AMENDMENTS**

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Theseby-laws of the Company may be amended or repealed by the Board subject to theapproval of Council.

 

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